Common use of Delivery of Documents Clause in Contracts

Delivery of Documents. Adviser has furnished, or will furnish, to Sub-Adviser copies properly certified or authenticated of each of the following prior to the commencement of the Sub-Adviser’s services: a) the Trust’s Agreement and Declaration of Trust, as filed with the Secretary of State of The Commonwealth of Massachusetts on September 7, 2011 and all amendments thereto or restatements thereof (such Declaration, as presently in effect and as it shall from time to time be amended or restated, is herein called the “Declaration of Trust”); b) the Trust’s By-Laws and amendments thereto (together with the Declaration of Trust, the “Trust Documents”); c) resolutions of the Board of Trustees authorizing the appointment of Sub-Adviser and approving this Agreement; d) the Trust’s Notification of Registration on Form N-8A under the 1940 Act as filed with the Securities and Exchange Commission (the “SEC”); e) the Trust’s Registration Statement on Form N-1A under the Securities Act of 1933, as amended (“1933 Act”) and under the 1940 Act as filed with the SEC and all amendments thereto insofar as such Registration Statement and such amendments relate to the Funds; and f) the Trust’s most recent prospectus and Statement of Additional Information for the Funds (collectively called the “Prospectus”). During the term of this Agreement, the Adviser agrees to furnish the Sub-Adviser at its principal office all proxy statements, reports to shareholders, sales literature or other materials prepared for distribution to shareholders of each Fund, and Prospectus of each Fund, prior to the use thereof, and the Adviser shall not use any such materials if the Sub-Adviser reasonably objects in writing within five business days (or such other period as may be mutually agreed) after receipt thereof. The Sub-Adviser’s right to object to such materials is limited to the portions of such materials that expressly relate to the Sub-Adviser, its services and its clients. The Adviser agrees to use its reasonable best efforts to ensure that materials prepared by its employees or agents 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 first sentence of this paragraph. The materials referenced in the first sentence of this paragraph will be furnished to the Sub-Adviser by e-mail, first class or overnight mail, facsimile transmission equipment or hand delivery.

Delivery of Documents. Adviser has furnished, or The Administrators will furnish, promptly deliver to the Sub-Adviser Administrator/Accounting Agent copies properly certified or authenticated of each of the following prior to documents and all future amendments and supplements, if any: (a) upon the commencement reasonable request of the Sub-Adviser’s services: a) Administrator/Accounting Agent, the Trust’s Agreement and Articles of Incorporation, Declaration of Trust, as filed with the Secretary of State of The Commonwealth of Massachusetts on September 7Trust Instrument, 2011 and all amendments thereto or restatements thereof (such Declarationother charter or similar document, as presently applicable, for each Fund, as amended and in effect and as it shall from time to time be amended or restated, is herein called the “Declaration of Trust”)time; (b) upon the Trustreasonable request of the Sub-Administrator/Accounting Agent, each Fund’s Byby-Laws laws, as amended and amendments thereto (together with the Declaration of Trust, the “Trust Documents”)in effect from time to time; (c) resolutions of the Board of Trustees authorizing the appointment of Sub-Adviser and approving this Agreement; d) the Trust’s Notification of Registration on Form N-8A under the 1940 Act as filed with the Securities and Exchange Commission (the “SEC”); e) the Trust’s Registration Statement on Form N-1A currently effective registration statement under the Securities Act of 1933, as amended (the “1933 Act”) and under the Investment Company Act of 1940, as amended (the “1940 Act as filed with Act”), for each Fund, the SEC Prospectus(es) and all amendments thereto insofar as Statement(s) of Additional Information relating to each Fund or any other governing document for such Registration Statement and Fund (each such amendments relate to the Funds; and f) the Trust’s most recent prospectus and registration statement, Prospectus, Statement of Additional Information for the Funds and other governing document, as amended and in effect from time to time, together with such Fund’s charter documents as described in clause (collectively called the “Prospectus”). During the term a) of this AgreementSection 2.1, the Adviser agrees to furnish a “governing document”) or, if available, sufficient information so that the Sub-Adviser at its principal office all proxy statements, reports Administrator/Accounting Agent can access such governing document via XXXXX or another industry standard computer-based information retrieval system to shareholders, sales literature or other materials prepared for distribution to shareholders of each Fund, and Prospectus of each Fund, prior to the use thereof, and the Adviser shall not use any such materials if which the Sub-Adviser reasonably objects Administrator/Accounting Agent has ready access; (d) certified copies of the resolutions of the Board of Directors of each Administrator (the “Board”) authorizing such Administrator to enter into this Agreement; (e) duly executed Price Source Authorization(s) (as defined in writing within five business days Section 6.2(a) hereof) with respect to each Fund; (or such other period as may be mutually agreedf) after receipt thereof. The Sub-Adviser’s right to object to such materials is limited to the portions a duly executed certificate of such materials that expressly relate an authorized officer of each Administrator which certifies to the Sub-AdviserAdministrator/Accounting Agent the names and specimen signatures of the persons authorized by such Administrator to give Proper Instructions on behalf of such Administrator (such Administrator’s “Authorized Officers”) and lists such Administrator’s authorized third-party agents; and (g) such other certificates, its services and its clients. The Adviser agrees to use its reasonable best efforts to ensure that materials prepared by its employees documents or agents or its affiliates that refer to opinions which the Sub-Adviser Administrator/Accounting Agent may, in its reasonable discretion, deem necessary or its clients in any way are consistent with those materials previously approved by the Sub-Adviser as referenced appropriate in the first sentence proper performance of this paragraph. The materials referenced in the first sentence of this paragraph will be furnished to the Sub-Adviser by e-mail, first class or overnight mail, facsimile transmission equipment or hand deliveryits duties.

Delivery of Documents. Adviser The Fund has furnished, or will furnish, to Sub-Adviser furnished Chase with copies properly certified or authenticated of each of the following prior to the commencement following: (a) Resolutions of the Sub-Adviser’s services: a) the Trust’s Agreement and Declaration of Trust, as filed with the Secretary of State of The Commonwealth of Massachusetts on September 7, 2011 and all amendments thereto or restatements thereof (such Declaration, as presently in effect and as it shall from time to time be amended or restated, is herein called the “Declaration of Trust”); b) the Trust’s By-Laws and amendments thereto (together with the Declaration of Trust, the “Trust Documents”); c) resolutions of the Fund's Board of Trustees authorizing the appointment of Sub-Adviser Chase as Custodian of the portfolio securities, cash and other property of the Fund and approving this Agreement; (b) Incumbency and signature certificates identifying and containing the signatures of the Fund's officers and/or the persons authorized to sign Proper Instructions, as hereinafter defined, on behalf of the Fund; (c) The Fund's Declaration of Trust filed with the Commonwealth of Massachusetts and all amendments thereto (such Declaration of Trust as currently in effect and from time to time, be amended, are herein called the "Declaration"); (d) The Fund's By-Laws and all amendments thereto (such By-Laws, as currently in effect and as they shall from time to time be amended, are herein called the Trust’s "By-Laws"), (e) Resolutions of the Fund's Board of Trustees appointing the investment advisor of the Fund and resolutions of the Fund's Board of Trustees and the Fund's Shareholders approving the proposed Investment Advisory Agreement between the Fund and the advisor (the "Advisory Agreement"); (f) The Advisory Agreement (g) The Fund's Notification of Registration on Form N-8A under filed pursuant to Section 8(a) of the 1940 Act as filed with the Securities and Exchange Commission (the “SEC”); e) the Trust’s Registration Statement on Form N-1A under the Securities Act of 1933, as amended (“1933 Act”"xxx 0000 Xxx") and under the 1940 Act as filed with the SEC and all amendments thereto insofar as such Registration Statement and such amendments relate to the FundsSEC; and f(h) the Trust’s The Fund's most recent prospectus and Statement statement including all amendments and supplements thereto (the "Prospectus"). Upon request the Fund will furnish Chase with copies of Additional Information all amendments of or supplements to the foregoing, if any. The Fund will also furnish Chase upon request with a copy of the opinion of counsel for the Funds (collectively called Fund with respect to the “Prospectus”). During validity of the term Shares of this Agreement, the Adviser agrees to furnish Fund and the Sub-Adviser at its principal office all proxy statements, reports to shareholders, sales literature or other materials prepared for distribution to shareholders status of each Fundsuch Shares under the 1933 Act filed with the SEC, and Prospectus of each Fund, prior to the use thereof, and the Adviser shall not use any such materials if the Sub-Adviser reasonably objects in writing within five business days (other applicable federal law or such other period as may be mutually agreed) after receipt thereof. The Sub-Adviser’s right to object to such materials is limited to the portions of such materials that expressly relate to the Sub-Adviser, its services and its clients. The Adviser agrees to use its reasonable best efforts to ensure that materials prepared by its employees or agents 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 first sentence of this paragraph. The materials referenced in the first sentence of this paragraph will be furnished to the Sub-Adviser by e-mail, first class or overnight mail, facsimile transmission equipment or hand deliveryregulation.

Delivery of Documents. Adviser The Fund has furnished, or will furnish, to Sub-Adviser furnished U.S. Trust with copies properly certified or authenticated of each of the following prior to the commencement following: (a) Resolutions of the Sub-Adviser’s services:Fund's Board of Directors authorizing the appointment of U.S. Trust as Custodian of the portfolio securities, cash and other property of the Fund and approving this Agreement; a(b) Incumbency and signature certificates identifying and containing the Trust’s Agreement and Declaration signatures of Trustthe Fund's officers and/or the persons authorized to sign Proper Instructions, as hereinafter defined, on behalf of the Fund; (c) The Fund's Articles of Incorporation filed with the Secretary of State of The Commonwealth of Massachusetts on September 7, 2011 Minnesota and all amendments thereto or restatements thereof (such Declaration, Articles of Incorporation as presently currently in effect and as it amended from time to time be amended, are herein called the ("Articles"); (d) The Fund's By-Laws and all amendments thereto (such By-Laws, as currently in effect and as they shall from time to time be amended or restatedamended, is are herein called the “Declaration "By-Laws"), (e) Resolutions of Trust”the Fund's Board of Directors appointing the investment advisor of the Fund and resolutions of the Fund's Board of Directors and the Fund's Shareholders approving the proposed Investment Advisory Agreement between the Fund and the advisor (the "Advisory Agreement"); b(f) the Trust’s By-Laws and amendments thereto The Advisory Agreement (together with the Declaration of Trust, the “Trust Documents”); cg) resolutions of the Board of Trustees authorizing the appointment of Sub-Adviser and approving this Agreement; d) the Trust’s The Fund's Notification of Registration filed pursuant to Section 8(a) of the 1940 Act, as filed with the SEC; and (h) The Fund's Registration Statement on Form N-8A N-2 under the 1940 Act as filed with the Securities and Exchange Commission (the “SEC”); e) the Trust’s Registration Statement on Form N-1A under the Securities Act of 1933, as amended (“1933 Act”"xxx 0000 Xxx") and under the 1940 Act as filed with the SEC and all amendments thereto insofar as such Registration Statement and such amendments relate to the FundsSEC; and f(i) the Trust’s The Fund's most recent prospectus including all amendments and Statement supplements thereto (the "Prospectus"). Upon request the Fund will furnish U.S. Trust with copies of Additional Information all amendments of or supplements to the foregoing, if any. The Fund will also furnish U.S. Trust upon request with a copy of the opinion of counsel for the Funds (collectively called Fund with respect to the “Prospectus”). During validity of the term Shares and the status of this Agreement, such Shares under the Adviser agrees to furnish 1933 Act filed with the Sub-Adviser at its principal office all proxy statements, reports to shareholders, sales literature or other materials prepared for distribution to shareholders of each FundSEC, and Prospectus of each Fund, prior to the use thereof, and the Adviser shall not use any such materials if the Sub-Adviser reasonably objects in writing within five business days (other applicable federal law or such other period as may be mutually agreed) after receipt thereof. The Sub-Adviser’s right to object to such materials is limited to the portions of such materials that expressly relate to the Sub-Adviser, its services and its clients. The Adviser agrees to use its reasonable best efforts to ensure that materials prepared by its employees or agents 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 first sentence of this paragraph. The materials referenced in the first sentence of this paragraph will be furnished to the Sub-Adviser by e-mail, first class or overnight mail, facsimile transmission equipment or hand deliveryregulation.

Delivery of Documents. Adviser has furnished, or will furnish, to furnish Sub-Adviser with copies properly certified or authenticated of each of the following prior to the commencement of the Sub-Adviser’s 's services: a) the Trust’s 's Agreement and Declaration of Trust, as filed with the Secretary of State of The Commonwealth of Massachusetts on September 7June 1, 2011 1994, and all amendments thereto or restatements thereof (such Declaration, as presently in effect and as it shall from time to time be amended or restated, is herein called the “"Declaration of Trust”"); b) the Trust’s 's By-Laws and amendments thereto (together with the Declaration of Trust, the “Trust Documents”)thereto; c) resolutions of the Trust's Board of Trustees authorizing the appointment of Sub-Adviser and approving this Agreement; d) the Trust’s 's Notification of Registration on Form N-8A under the 1940 Act as filed with the Securities and Exchange Commission (the “"SEC”)") and all amendments thereto; e) the Trust’s 's Registration Statement on Form N-1A under the Securities Act of 1933, as amended (“"1933 Act”") and under the 1940 Act as filed with the SEC and all amendments thereto insofar as such Registration Statement and such amendments relate to the Funds; and f) the Trust’s 's most recent prospectus and Statement of Additional Information for the Funds (collectively called the “"Prospectus”"). During the term of this Agreement, the Adviser agrees to furnish the Sub-Adviser at its principal office all proxy statements, reports to shareholders, sales literature or other materials prepared for distribution to shareholders of each Fund, and Prospectus prospects of each FundFund or the public that refer to the Fund 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 within five business days (or such other period as may be mutually agreed) after receipt thereof. The Sub-Adviser’s 's right to object to such materials is limited to the portions of such materials that expressly relate to the Sub-Adviser, its services and its clients. The Adviser agrees to use its reasonable best efforts to ensure that materials prepared by its employees or agents 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 first sentence of this paragraph. The materials referenced in the first sentence of this paragraph will Sales literature may be furnished to the Sub-Adviser by e-mail, first class or overnight mail, facsimile transmission equipment or hand delivery. Adviser will furnish the Sub-Adviser with copies of all amendments of or supplements to the foregoing within a reasonable time before they become effective. Any amendments or supplements that impact the management of the Funds will not be deemed effective with respect to the Sub-Adviser until the Sub-Adviser's approval thereof.

Delivery of Documents. Adviser has furnished, or will furnish, to Sub-Adviser copies properly certified or authenticated of each of the following prior to the commencement of the Sub-Adviser’s 's services: a) the Trust’s 's Agreement and Declaration of Trust, as filed with the Secretary of State of The Commonwealth of Massachusetts on September 7, 2011 and all amendments thereto or restatements thereof (such Declaration, as presently in effect and as it shall from time to time be amended or restated, is herein called the “"Declaration of Trust”"); b) the Trust’s 's By-Laws and amendments thereto (together with the Declaration of Trust, the “"Trust Documents”"); c) resolutions of the Board of Trustees authorizing the appointment of Sub-Adviser and approving this Agreement; d) the Trust’s 's Notification of Registration on Form N-8A under the 1940 Act as filed with the Securities and Exchange Commission (the “"SEC”"); e) the Trust’s 's Registration Statement on Form N-1A under the Securities Act of 1933, as amended (“"1933 Act”") and under the 1940 Act as filed with the SEC and all amendments thereto insofar as such Registration Statement and such amendments relate to the Funds; and f) the Trust’s 's most recent prospectus and Statement of Additional Information for the Funds (collectively called the “"Prospectus”"). During the term of this Agreement, the Adviser agrees to furnish the Sub-Adviser at its principal office all proxy statements, reports to shareholders, sales literature or other materials prepared for distribution to shareholders of each Fund, and Prospectus of each Fund, prior to the use thereof, and the Adviser shall not use any such materials if the Sub-Adviser reasonably objects in writing within five business days (or such other period as may be mutually agreed) after receipt thereof. The Sub-Adviser’s 's right to object to such materials is limited to the portions of such materials that expressly relate to the Sub-Adviser, its services and its clients. The Adviser agrees to use its reasonable best efforts to ensure that materials prepared by its employees or agents 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 first sentence of this paragraph. The materials referenced in the first sentence of this paragraph will be furnished to the Sub-Adviser by e-mail, first class or overnight mail, facsimile transmission equipment or hand delivery.

Delivery of Documents. Adviser The Trust has furnishedfurnished the Subadviser with copies, or will furnish, to Sub-Adviser copies properly certified or authenticated otherwise authenticated, of each of the following prior to the commencement of the Sub-Adviser’s servicesfollowing: (a) the The Trust’s Agreement and 's Declaration of Trust ("Declaration of Trust, "); (b) By-Laws of the Trust as filed with the Secretary of State of The Commonwealth of Massachusetts on September 7, 2011 and all amendments thereto or restatements thereof (such Declaration, as presently in effect on the date hereof; (c) Resolutions of the Trustees selecting the Subadviser as the investment subadviser to the Fund and approving the form of this Agreement; (d) Resolutions of the Trustees selecting the Adviser as it shall investment adviser to the Fund and approving the form of the Investment Advisory Agreement and resolutions adopted by the initial shareholder of the Fund approving the form of the Investment Advisory Agreement; (e) The Adviser's Investment Advisory Agreement; and (f) The Trust's registration statement, including the Fund's prospectus and statement of additional information (collectively called the "Prospectus"). The Adviser will furnish the Subadviser from time to time be amended with copies, properly certified or restatedotherwise authenticated, is herein called of all amendments of or supplements to the “Declaration of Trust”); b) foregoing, if any. The Adviser will also furnish the Trust’s By-Laws and amendments thereto (together Subadviser with the Declaration of Trust, the “Trust Documents”); c) resolutions copies of the Board of Trustees authorizing the appointment of Sub-Adviser and approving documents listed on Schedule 1 to this Agreement; d) , and shall promptly notify the Trust’s Notification Subadviser of Registration on any material change in any of the Fund's investment objectives, policies, limitations, guidelines or procedures set forth in any of the documents listed in Schedule 1. The Subadviser has furnished the Adviser with a copy of the Subadviser's approved list of securities for equity portfolios, its Form N-8A under the 1940 Act as ADV most recently filed with the Securities and Exchange Commission (Commission, the “SEC”); e) code of ethics established by the Trust’s Registration Statement on Form N-1A under the Securities Act Subadviser pursuant to Rule 17j-1 of 1933, as amended (“1933 Act”) and under the 1940 Act as filed with the SEC and all amendments thereto insofar as such Registration Statement and such amendments relate to the Funds; and f) the Trust’s most recent prospectus and Statement ("Subadviser's Code of Additional Information for the Funds (collectively called the “Prospectus”Ethics"). During the term of this Agreement, the Adviser agrees to furnish the Sub-Adviser at its principal office all proxy statements, reports to shareholders, sales literature or other materials prepared for distribution to shareholders of each Fund, and Prospectus of each Fund, prior to the use thereof, and the Subadviser's policies regarding allocation of securities among clients with common investment objectives, soft dollars and brokerage selection. The Subadviser will promptly furnish the Adviser shall not use with copies of any amendments to such materials if documents. The Subadviser will also provide Adviser with a list and specimen signatures of the Sub-parties who are authorized to act on behalf of the Subadviser and will promptly notify Adviser reasonably objects in writing within five business days (or such other period as may be mutually agreed) after receipt thereof. The Sub-Adviser’s right to object to such materials is limited to the portions of such materials that expressly relate to the Sub-Adviser, its services and its clients. The Adviser agrees to use its reasonable best efforts to ensure that materials prepared by its employees or agents 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 first sentence of this paragraph. The materials referenced in the first sentence of this paragraph will be furnished to the Sub-Adviser by e-mail, first class or overnight mail, facsimile transmission equipment or hand deliverychanges thereto.

Delivery of Documents. The Trust and/or the Adviser has furnishedfurnished the Subadviser with copies, or will furnish, to Sub-Adviser copies properly certified or authenticated otherwise authenticated, of each of the following prior to the commencement of the Sub-Adviser’s servicesfollowing: (a) the The Trust’s 's Agreement and Declaration of Trust, as filed with the Secretary of State of The Commonwealth of Massachusetts on September 7, 2011 and all amendments thereto or restatements thereof Trust (such Declaration, as presently in effect and as it shall from time to time be amended or restated, is herein called the “"Declaration of Trust”"), as in effect on the date hereof; (b) the Trust’s By-Laws and amendments thereto (together with of the Declaration of Trust, Trust as in effect on the “Trust Documents”)date hereof; (c) resolutions Resolutions of the Board of Trustees authorizing selecting the appointment of SubSubadviser as the sub-Adviser investment manager to the Fund and approving the form of this Agreement; (d) Resolutions of the Trustees selecting the Adviser as investment adviser to the Fund and approving the form of the Investment Advisory Agreement and resolutions adopted by the initial shareholder of the Fund approving the form of the Investment Advisory Agreement; (e) The Advisory Agreement; (f) The Trust’s Notification of Registration 's current registration statement on Form N-8A under the 1940 Act N-1A as filed with the Securities and Exchange Commission ("SEC"), including the “SEC”Fund's current prospectus and statement of additional information (collectively called the "Prospectus"); e(g) All current written guidelines, policies and procedures of the Trust’s Registration Statement on Form N-1A under , which are applicable to the Securities Act Fund, the Adviser or the Subadviser and have been approved by the Board of 1933, as amended Trustees of the Trust; (“1933 Act”h) and The code of ethics of the Trust which has been approved by the Trustees of the Trust in accordance with Rule 17j-1 under the 1940 Act Act; (i) The Adviser's most recent Form ADV as filed with the SEC and all amendments thereto insofar as such Registration Statement and such amendments relate and/or provided to the FundsAdviser's clients (which Form ADV includes, among other things, a description of the Adviser's policies regarding allocation of securities among clients with common investment objectives, soft dollars and brokerage selection); (j) Those provisions of the Adviser's Compliance Manual that apply to the Fund; (k) A copy of the Adviser's Proxy Voting Policies and Procedures; and f(l) the The Trust’s most recent prospectus and Statement of Additional Information for the Funds (collectively called the “Prospectus”). During the term of this Agreement, the Adviser agrees to furnish the Sub's Anti-Adviser at its principal office all proxy statements, reports to shareholders, sales literature or other materials prepared for distribution to shareholders of each Fund, and Prospectus of each Fund, prior to the use thereof, and the Adviser shall not use any such materials if the Sub-Adviser reasonably objects in writing within five business days (or such other period as may be mutually agreed) after receipt thereof. The Sub-Adviser’s right to object to such materials is limited to the portions of such materials that expressly relate to the Sub-Adviser, its services and its clients. The Adviser agrees to use its reasonable best efforts to ensure that materials prepared by its employees or agents 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 first sentence of this paragraph. The materials referenced in the first sentence of this paragraph will be furnished to the Sub-Adviser by e-mail, first class or overnight mail, facsimile transmission equipment or hand delivery.Money

Delivery of Documents. Adviser has furnished, or will furnish, to Sub-Adviser copies properly certified or authenticated of each of the following prior to the commencement of the Sub-Adviser’s services: a) the Trust’s Agreement and Declaration of Trust, as filed with the Secretary of State of The Commonwealth of Massachusetts on September 7, 2011 and all amendments thereto or restatements thereof (such Declaration, as presently in effect and as it shall from time to time be amended or restated, is herein called the “Declaration of Trust”); b) the Trust’s By-Laws and amendments thereto (together with the Declaration of Trust, the “Trust Documents”); c) resolutions of the Board of Trustees authorizing the appointment of Sub-Adviser and approving this Agreement; d) the Trust’s Notification of Registration on Form N-8A under the 1940 Act as filed with the Securities and Exchange Commission (the “SEC”); e) the Trust’s Registration Statement on Form N-1A under the Securities Act of 1933, as amended (“1933 Act”) and under the 1940 Act as filed with the SEC and all amendments thereto insofar as such Registration Statement and such amendments relate to the Funds; and f) the Trust’s most recent prospectus and Statement of Additional Information for the Funds (collectively called the “Prospectus”). During the term of this Agreement, the Adviser agrees to furnish the Sub-Adviser at its principal office all proxy statements, reports to shareholders, sales literature or other materials prepared for distribution to shareholders of each Fund, and Prospectus of each Fund, prior to the use thereof, and the Adviser shall not use any such materials if the Sub-Adviser reasonably objects in writing within five business days (or such other period as may be mutually agreed) after receipt thereof. The Sub-Adviser’s right to object to such materials is limited to the portions of such materials that expressly relate to the Sub-Adviser, its services and its clients. The Adviser agrees to use its reasonable best efforts to ensure that materials prepared by its employees or agents 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 first sentence of this paragraph. The materials referenced in the first sentence of this paragraph will be furnished to the Sub-Adviser by e-mail, first class or overnight mail, facsimile transmission equipment or hand delivery. Adviser will furnish the Sub-Adviser with copies of all amendments of or supplements to the foregoing within a reasonable time before they become effective. Any amendments or supplements that impact the Sub-Adviser’s management of the Funds will not be deemed effective with respect to the Sub-Adviser until the Sub-Adviser’s approval thereof, which such approval shall not be unreasonably withheld.

Delivery of Documents. 3.1 Adviser has furnished, furnished or will furnish, to furnish Sub-Adviser with copies properly certified or authenticated of each of the following prior to the commencement following: (a) Copies of the SubDeclaration of Trust establishing the Trust and the By-Adviser’s services:Laws of the Trust; a(b) Resolutions of the Trust’s Agreement and Declaration of Trust, as filed with the Secretary of State of The Commonwealth of Massachusetts on September 7, 2011 and all amendments thereto or restatements thereof (such Declaration, as presently in effect and as it shall from time to time be amended or restated, is herein called the “Declaration of Trust”); b) the Trust’s By-Laws and amendments thereto (together with the Declaration of Trust, the “Trust Documents”); c) resolutions of the Board of Trustees authorizing the appointment of Sub-Adviser and approving this Agreement; d(c) the Trust’s Notification of Registration on Form N-8A under the 1940 Act as filed with the Securities and Exchange Commission (the “SEC”); e) the The Trust’s Registration Statement on Form N-1A under the Securities 33 Act of 1933, as amended (“1933 Act”File No. 33-12608) and under the 1940 40 Act as filed with the SEC United States Securities and Exchange Commission (“SEC”), and all amendments thereto insofar as such Registration Statement and such amendments relate to the Funds; andFund; f(d) the The Trust’s most recent prospectus and Statement of Additional Information for the Funds Fund (such prospectus and Statement of Additional Information, as presently in effect, and all amendments and supplements thereto are herein collectively called the “Prospectus”). During the term of this Agreement, the Adviser agrees to furnish the ; (e) Adviser’s Form ADV Part II; and (f) Such other materials and documents as Sub-Adviser at its principal office all proxy statements, reports to shareholders, sales literature or other materials prepared for distribution to shareholders of each Fund, and Prospectus of each Fund, prior to the use thereof, and the shall reasonably request. Adviser shall not use any such materials if the will furnish Sub-Adviser reasonably objects in writing within five business days with copies of all amendments of or supplements to the foregoing promptly following adoption of such amendments or supplements. 3.2 Sub-Adviser has furnished or will furnish Adviser with copies properly certified or authenticated of each of the following: (or such other period as may be mutually agreeda) after receipt thereof. The Sub-Adviser’s right to object to such Form ADV Part II; and (b) Such other materials is limited to the portions of such materials that expressly relate to the Sub-Adviser, its services and its clientsdocuments as Adviser shall reasonably request. The Adviser agrees to use its reasonable best efforts to ensure that materials prepared by its employees or agents or its affiliates that refer to the Sub-Adviser will furnish Adviser with copies of all amendments of or its clients in any way are consistent with those materials previously approved by the Sub-Adviser as referenced in the first sentence of this paragraph. The materials referenced in the first sentence of this paragraph will be furnished supplements to the Sub-Adviser by e-mail, first class foregoing promptly following adoption of such amendments or overnight mail, facsimile transmission equipment or hand deliverysupplements.

Delivery of Documents. Adviser The Fund has furnished, or will furnish, to Sub-Adviser furnished Chase with copies properly certified or authenticated of each of the following prior to the commencement following: (a) Resolutions of the Sub-Adviser’s services:Fund's Board of Trustees authorizing the appointment of Chase as Custodian of the portfolio securities, cash and other property of the Fund and approving this Agreement; a(b) Incumbency and signature certificates identifying and containing the Trust’s Agreement and signatures of the Fund's officers and/or the persons authorized to sign Proper Instructions, as hereinafter defined, on behalf of the Fund; (c) The Fund's Declaration of Trust, as Trust filed with the Secretary of State of The Commonwealth of Massachusetts on September 7, 2011 and all amendments thereto or restatements thereof (such Declaration, Declaration of Trust as presently currently in effect and as it shall from time to time be amended or restatedamended, is herein called the “Declaration of Trust”"Declaration"); b(d) the Trust’s The Fund's By-Laws and all amendments thereto (together with such By-Laws, as currently in effect and as they shall from time to time be amended, are herein called the Declaration "By-Laws"), (e) Resolutions of Trust, the “Trust Documents”Fund's Board of Trustees appointing the investment advisor of the Fund and resolutions of the Fund's Board of Trustees and the Fund's Shareholders approving the proposed Investment Advisory Agreement between the Fund and the advisor (the "Advisory Agreement"); c(f) resolutions of the Board of Trustees authorizing the appointment of Sub-Adviser and approving this The Advisory Agreement; d(g) the Trust’s The Fund's Notification of Registration on Form N-8A under filed pursuant to Section 8(a) of the 1940 Act as filed with the Securities and Exchange Commission (the “SEC”); e) the Trust’s Registration Statement on Form N-1A under the Securities Act of 1933, as amended (“1933 Act”"xxx 0000 Xxx") and under the 1940 Act as filed with the SEC and all amendments thereto insofar as such Registration Statement and such amendments relate to the FundsSEC; and f(h) the Trust’s The Fund's most recent prospectus and Statement statement of Additional Information additional information including all amendments and supplements thereto (the "Prospectus"). Upon request the Fund will furnish Chase with copies of all amendments of or supplements to the foregoing, if any. The Fund will also furnish Chase upon request with a copy of the opinion of counsel for the Funds (collectively called Fund with respect to the “Prospectus”). During validity of the term Shares of this Agreement, the Adviser agrees to furnish Fund and the Sub-Adviser at its principal office all proxy statements, reports to shareholders, sales literature or other materials prepared for distribution to shareholders status of each Fundsuch Shares under the 1933 Act filed with the SEC, and Prospectus of each Fund, prior to the use thereof, and the Adviser shall not use any such materials if the Sub-Adviser reasonably objects in writing within five business days (other applicable federal law or such other period as may be mutually agreed) after receipt thereof. The Sub-Adviser’s right to object to such materials is limited to the portions of such materials that expressly relate to the Sub-Adviser, its services and its clients. The Adviser agrees to use its reasonable best efforts to ensure that materials prepared by its employees or agents 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 first sentence of this paragraph. The materials referenced in the first sentence of this paragraph will be furnished to the Sub-Adviser by e-mail, first class or overnight mail, facsimile transmission equipment or hand deliveryregulation.

Delivery of Documents. The Adviser has furnished, or will furnish, to Sub-Adviser furnished the Subadviser with true copies properly certified or authenticated of each of the following prior to the commencement of the Sub-Adviser’s servicesfollowing: (a) the The Trust’s Agreement and Declaration of Trust, as filed with the Secretary of State of The Commonwealth of Massachusetts on September 7, 2011 and all amendments and supplements thereto or restatements thereof (such DeclarationDeclaration of Trust, as presently in effect and as it shall from time to time be amended or restatedsupplemented, is herein called the “Declaration of TrustDeclaration”); (b) the The Trust’s By-Laws and amendments and supplements thereto (together with the Declaration of Trustsuch By-Laws, as presently in effect and as it shall from time to time be amended and supplemented, is herein called the “Trust DocumentsBy-Laws”); (c) resolutions Resolutions of the Trust’s Board of Trustees authorizing the appointment of Sub-the Adviser and Subadviser and approving the Advisory Agreement and this AgreementAgreement and copies of the minutes of the initial meeting of shareholders of the Fund; (d) the The Trust’s Notification of Registration Statement and each Post-Effective Amendment thereto on Form N-8A N-1A under the Securities Act of 1933 as amended (the “1933 Act”) and the 1940 Act (File Nos. 002-84012 and 811-03752) with respect to the Fund as filed with the Securities and Exchange Commission and all amendments thereto (the “SECRegistration Statement”); (e) the Trust’s Registration Statement on Form N-1A under the Securities Act of 1933The most recent prospectus (such prospectus, as amended (“1933 Act”) and under the 1940 Act as filed with the SEC in effect from time to time and all amendments and supplements thereto insofar as such Registration Statement and such amendments relate are herein called a “Prospectus”) of the Fund; (f) All resolutions of the Board of Trustees of the Trust pertaining to the Fundsobjectives, investment policies and investment restrictions of the Fund; and f(g) Copies of the Trust’s most recent prospectus and Statement of Additional Information for executed Advisory Agreement between the Funds (collectively called the “Prospectus”). During the term of this Agreement, the Adviser agrees to furnish the Sub-Adviser at its principal office all proxy statements, reports to shareholders, sales literature or other materials prepared for distribution to shareholders of each Fund, and Prospectus of each Fund, prior to the use thereof, Trust and the Adviser shall not use any such materials if the Sub-Adviser reasonably objects in writing within five business days (or such other period as may be mutually agreed) after receipt thereof. The Sub-Adviser’s right to object to such materials is limited relating to the portions of such materials that expressly relate to the Sub-Adviser, its services and its clientsFund. The Adviser agrees will furnish the Subadviser from time to use its reasonable best efforts time with copies of all amendments of or supplements to ensure that materials prepared by its employees or agents or its affiliates that refer items (a), (b), (c), (d), (e), (f), and (g) to the Sub-Adviser extent such amendments or its clients in any way are consistent supplements relate to or affect the obligations of the Subadviser hereunder with those materials previously approved by the Sub-Adviser as referenced in the first sentence of this paragraph. The materials referenced in the first sentence of this paragraph will be furnished respect to the Sub-Adviser by e-mail, first class or overnight mail, facsimile transmission equipment or hand deliveryFund.

Delivery of Documents. Adviser has furnished, or will furnish, to furnish Sub-Adviser with copies properly certified or authenticated of each of the following prior to the commencement of the Sub-Adviser’s 's services: a) the Trust’s 's Agreement and Declaration of Trust, as filed with the Secretary of State of The Commonwealth of Massachusetts on September 7June 1, 2011 1994, and all amendments thereto or restatements thereof (such Declaration, as presently in effect and as it shall from time to time be amended or restated, is herein called the “"Declaration of Trust”"); b) the Trust’s 's By-Laws and amendments thereto (together with the Declaration of Trust, the “Trust Documents”)thereto; c) resolutions of the Trust's Board of Trustees authorizing the appointment of Sub-Adviser and approving this Agreement; d) the Trust’s 's Notification of Registration on Form N-8A under the 1940 Act as filed with the Securities and Exchange Commission (the “"SEC”)") and all amendments thereto; e) the Trust’s 's Registration Statement on Form N-1A under the Securities Act of 1933, as amended (“"1933 Act”") and under the 1940 Act as filed with the SEC and all amendments thereto insofar as such Registration Statement and such amendments relate to the Funds; and f) the Trust’s 's most recent prospectus and Statement of Additional Information for the Funds (collectively called the “"Prospectus”"). During the term of this Agreement, the Adviser agrees to will furnish the Sub-Adviser at its principal office with copies of all proxy statements, reports to shareholders, sales literature amendments of or other materials prepared for distribution to shareholders of each Fund, and Prospectus of each Fund, prior supplements to the use thereof, and foregoing within a reasonable time before they become effective. Any amendments or supplements that impact the Adviser shall management of the Funds will not use any such materials if the Sub-Adviser reasonably objects in writing within five business days (or such other period as may be mutually agreed) after receipt thereof. The Sub-Adviser’s right to object to such materials is limited to the portions of such materials that expressly relate to the Sub-Adviser, its services and its clients. The Adviser agrees to use its reasonable best efforts to ensure that materials prepared by its employees or agents or its affiliates that refer deemed effective with respect to the Sub-Adviser or its clients in any way are consistent with those materials previously approved by until the Sub-Adviser as referenced in the first sentence of this paragraph. The materials referenced in the first sentence of this paragraph will be furnished to the Sub-Adviser by e-mail, first class or overnight mail, facsimile transmission equipment or hand deliveryAdviser's approval thereof.

Delivery of Documents. Adviser (a) The Fund has furnished, or will furnish, to Sub-Adviser furnished ADM with copies properly certified or authenticated of each of the following prior to the commencement following: (i) Resolutions of the Sub-Adviser’s services: aFund's Board of Trustees authorizing the execution of this Agreement; (ii) Appendix B identifying and containing the Trust’s Agreement signatures of the Fund's officers and other persons authorized to sign Written Instructions and give Oral Instructions, each as hereinafter defined, on behalf of the Fund; (iii) The Fund's Declaration of Trust, as Trust filed with the Secretary of State of The the Commonwealth of Massachusetts on September 7, 2011 and all amendments thereto or restatements thereof (such DeclarationDeclaration of Trust, as presently in effect and as it shall from time to time be amended or restatedamended, is herein called the “Declaration of Trust”"Declaration"); b(iv) the Trust’s The Fund's By-Laws and all amendments thereto (together with such By-Laws, as presently in effect and as they shall from time to time be amended, are herein called the Declaration of Trust, the “Trust Documents”"By-Laws"); c; (v) resolutions of the Board of Trustees authorizing the appointment of Sub-Adviser and approving this Agreement; d) the Trust’s Notification of Registration on Form N-8A under the 1940 Act as filed with the Securities and Exchange Commission (the “SEC”); e) the Trust’s The Fund's Registration Statement on Form N-1A under the Securities Act of 1933, as amended (“the "1933 Act”") and under the 1940 Act as filed with the SEC Securities and Exchange Commission ("SEC") and all amendments thereto insofar as such Registration Statement and such amendments relate to the Fundsthereto; and f(vi) the Trust’s The Fund's most recent prospectus and Statement statement of Additional Information for the Funds additional information (collectively such prospectus and statement of additional information, as from time to time in effect and all amendments and supplements thereto are herein called the “"Prospectus”"). During . (b) ADM has furnished the term Fund with copies properly certified or authenticated its Registration Statement on Form TA-1 under the Securities Exchange Act of this Agreement1934, the Adviser agrees to furnish the Sub-Adviser at its principal office as amended and all proxy statements, reports to shareholders, sales literature annual or other materials prepared for distribution to shareholders of each Fund, and Prospectus of each Fund, prior to public reports filed with the use thereof, and the Adviser shall not use any such materials if the Sub-Adviser reasonably objects in writing within five business days (or such other period SEC as may be mutually agreedrequested by the Fund. (c) after receipt thereof. The Sub-Adviser’s right Each party from time to object to such materials is limited time will furnish the other with copies, properly certified or authenticated, of all amendments or supplements to the portions of such materials that expressly relate foregoing, if any. Neither party is obligated hereby to provide the Sub-Adviser, its services and its clients. The Adviser agrees to use its reasonable best efforts to ensure that materials prepared by its employees or agents or its affiliates that refer to the Sub-Adviser or its clients in any way are consistent other with those materials previously approved by the Sub-Adviser as referenced in the first sentence of this paragraph. The materials referenced in the first sentence of this paragraph will be furnished to the Sub-Adviser by e-mail, first class or overnight mail, facsimile transmission equipment or hand deliveryotherwise confidential information.

Delivery of Documents. (a) The Adviser has furnished, furnished or will furnish, furnish to the Sub-Adviser copies properly certified or authenticated of each of the following prior documents: (i) the Declaration of the Trust as in effect on the date hereof; (ii) the By-laws of the Trust in effect on the date hereof; (iii) the resolutions of the Board approving the engagement of the Sub-Adviser as a sub-adviser for the Allocated Portion and approving the form of this Agreement; (iv) the Advisory Agreement; (v) the Code of Ethics of the Trust and of the Adviser as currently in effect; and (vi) current copies of the Fund’s Prospectus and Statement of Additional Information. The Adviser shall furnish the Sub-Adviser from time to time with copies of all material amendments of or material supplements to the commencement foregoing, if any. (b) The Sub-Adviser has furnished or will furnish the Adviser with copies of each of the following documents: (i) the Sub-Adviser's most recent registration statement on Form ADV; (ii) the Sub-Adviser’s services:most recent balance sheet; a(iii) separate lists of persons whom the Sub-Adviser wishes to have authorized to give written and/or oral instructions to the custodian (the "Custodian") and accounting agent of the Fund's assets; (iv) the TrustCode of Ethics (defined below) of the Sub-Adviser as currently in effect; (v) the Sub-Adviser’s Agreement proxy voting policies as currently in effect; and (vi) complete and Declaration accurate copies of Trustany compliance manuals, trading, commission and other reports, insurance policies, and such other management or operational documents as filed with the Secretary Adviser may reasonably request in writing (on behalf of State of itself or the Board) in assessing the Sub-Adviser. The Commonwealth of Massachusetts on September 7, 2011 and all amendments thereto or restatements thereof (such Declaration, as presently in effect and as it Sub-Adviser shall furnish the Adviser from time to time be amended with copies of all material amendments of or restated, is herein called the “Declaration of Trust”); b) the Trust’s By-Laws and amendments thereto (together with the Declaration of Trust, the “Trust Documents”); c) resolutions of the Board of Trustees authorizing the appointment of Sub-Adviser and approving this Agreement; d) the Trust’s Notification of Registration on Form N-8A under the 1940 Act as filed with the Securities and Exchange Commission (the “SEC”); e) the Trust’s Registration Statement on Form N-1A under the Securities Act of 1933, as amended (“1933 Act”) and under the 1940 Act as filed with the SEC and all amendments thereto insofar as such Registration Statement and such amendments relate material supplements to the Funds; and f) the Trust’s most recent prospectus and Statement of Additional Information for the Funds (collectively called the “Prospectus”)foregoing, if any. During the term of this AgreementAdditionally, the Adviser agrees to furnish the Sub-Adviser at its principal office all proxy statements, reports to shareholders, sales literature or other materials prepared for distribution to shareholders of each Fund, and Prospectus of each Fund, prior shall provide to the use thereof, and Adviser such other documents relating to its services under this Agreement as the Adviser may reasonably request on a periodic basis. Such amendments or supplements shall not use any be provided within thirty (30) days of the time such materials if the Sub-Adviser reasonably objects in writing within five business days (or such other period as may be mutually agreed) after receipt thereof. The Sub-Adviser’s right to object to such materials is limited to the portions of such materials that expressly relate became available to the Sub-Adviser, its services and its clients. The Adviser agrees to use its reasonable best efforts to ensure that materials prepared by its employees or agents 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 first sentence of this paragraph. The materials referenced in the first sentence of this paragraph will be furnished to the Sub-Adviser by e-mail, first class or overnight mail, facsimile transmission equipment or hand delivery.

Delivery of Documents. Adviser has furnishedThe Trust will promptly furnish to FMG LLC such copies, or will furnish, to Sub-Adviser copies properly certified or authenticated authenticated, of each contracts, documents and other related information, other than confidential documents or information, that FMG LLC may reasonably request or require to properly discharge its duties. Such documents may include, but are not limited to, the following: (a) Resolutions of the following prior Board authorizing the appointment of FMG LLC to provide certain services to the commencement of the Sub-Adviser’s services:Trust and approving this Agreement; a(b) the The Trust’s Agreement and Declaration of Trust, as filed with the Secretary of State of The Commonwealth of Massachusetts on September 7, 2011 and all amendments thereto or restatements thereof (such Declaration, as presently in effect and as it shall from time to time be amended or restated, is herein called the “Declaration of Trust”); b(c) the The Trust’s By-Laws and amendments thereto (together with the Declaration of Trust, the “Trust Documents”)Laws; c) resolutions of the Board of Trustees authorizing the appointment of Sub-Adviser and approving this Agreement; (d) the The Trust’s Notification of Registration on Form N-8A under the 1940 Act as filed with SEC; (e) The Trust’s Registration Statement including exhibits and any amendments, as filed with the Securities SEC; (f) Copies of the Investment Advisory Agreement between the Trust and Exchange Commission the FMG LLC as the Investment Adviser to the Trust (the “SECAdvisory Agreement”); e(g) Copies of each of the Investment Sub-Advisory Agreements between the Adviser and any investment sub-advisers; (h) Copies of relevant Trust policies and procedures adopted by the Board; (i) Opinions of counsel and auditors’ reports; (j) The Trust’s Registration Statement on Form N-1A under the Securities Act prospectus(es) and statement(s) of 1933additional information relating to all series, portfolios and classes, as amended (“1933 Act”) and under the 1940 Act as filed with the SEC applicable, and all amendments and supplements thereto insofar (such prospectus(es) and statement(s) of additional information and supplements thereto, as such Registration Statement presently in effect and such amendments relate as from time to time hereafter amended and supplemented, herein called the Funds“Prospectuses”); and f(k) Such other material agreements as the Trust’s most recent prospectus Trust may enter into from time to time including, but not limited to, securities lending agreements, futures and Statement of Additional Information for the Funds (collectively called the “Prospectus”). During the term of this Agreementcommodities account agreements, the Adviser agrees to furnish the Sub-Adviser at its principal office all proxy statements, reports to shareholders, sales literature or other materials prepared for distribution to shareholders of each Fund, brokerage agreements and Prospectus of each Fund, prior to the use thereof, and the Adviser shall not use any such materials if the Sub-Adviser reasonably objects in writing within five business days (or such other period as may be mutually agreed) after receipt thereof. The Sub-Adviser’s right to object to such materials is limited to the portions of such materials that expressly relate to the Sub-Adviser, its services and its clients. The Adviser agrees to use its reasonable best efforts to ensure that materials prepared by its employees or agents 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 first sentence of this paragraph. The materials referenced in the first sentence of this paragraph will be furnished to the Sub-Adviser by e-mail, first class or overnight mail, facsimile transmission equipment or hand deliveryoptions agreements.

Delivery of Documents. Adviser has furnished, or will furnish, to furnish Sub-Adviser with copies properly certified or authenticated of each of the following prior to the commencement of the Sub-Adviser’s services: a) the Trust’s Agreement and Declaration of Trust, as filed with the Secretary of State of The Commonwealth of Massachusetts on September 7June 1, 2011 1994, and all amendments thereto or restatements thereof (such Declaration, as presently in effect and as it shall from time to time be amended or restated, is herein called the “Declaration of Trust”); b) the Trust’s By-Laws and amendments thereto (together with the Declaration of Trust, the “Trust Documents”)thereto; c) resolutions of the Board of Trustees authorizing the appointment of Sub-Adviser and approving this Agreement; d) the Trust’s Notification of Registration on Form N-8A under the 1940 Act as filed with the Securities and Exchange Commission (the “SEC”)) and all amendments thereto; e) the Trust’s Registration Statement on Form N-1A under the Securities Act of 1933, as amended (“1933 Act”) and under the 1940 Act as filed with the SEC and all amendments thereto insofar as such Registration Statement and such amendments relate to any of the Funds; and f) the Trust’s most recent prospectus and Statement of Additional Information for the Funds Fund (collectively called the “Prospectus”). During the term of this Agreement, the Adviser agrees to furnish the Sub-Adviser at its principal office all proxy statements, reports to shareholders, sales literature or other materials prepared for distribution to shareholders of each Fund, and Prospectus prospectus of each Fund, prior to the use thereof, and the Adviser shall not use any such materials if the Sub-Adviser reasonably objects in writing within five business days (or such other period as may be mutually agreed) after receipt thereof. The Sub-Adviser’s right to object to such materials is limited to the portions of such materials that expressly relate to the Sub-Adviser, its services and its clients. The Adviser agrees to use its reasonable best efforts to ensure that materials prepared by its employees or agents 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 first sentence of this paragraph. The materials referenced in the first sentence of this paragraph will Sales literature may be furnished to the Sub-Adviser by e-mail, first class or overnight mail, facsimile transmission equipment or hand delivery. Adviser will furnish the Sub-Adviser with copies of all amendments of or supplements to the foregoing within a reasonable time before they become effective. Any amendments or supplements that impact the management of any of the Funds will not be deemed effective with respect to the Sub-Adviser until the Sub-Adviser’s approval thereof.

Delivery of Documents. Adviser has furnished, or The Administrators will furnish, promptly deliver to the Sub-Adviser Administrator/Accounting Agent copies properly certified or authenticated of each of the following prior to documents and all future amendments and supplements, if any: (a) upon the commencement reasonable request of the Sub-Adviser’s services: a) Administrator/Accounting Agent, the Trust’s Agreement and Articles of Incorporation, Declaration of Trust, as filed with the Secretary of State of The Commonwealth of Massachusetts on September 7Trust Instrument, 2011 and all amendments thereto or restatements thereof (such Declarationother charter or similar document, as presently applicable, for each Fund, as amended and in effect and as it shall from time to time be amended or restated, is herein called the “Declaration of Trust”)time; (b) upon the Trust’s Byreasonable request of the Sub-Laws Administrator/Accounting Agent, each Fund's by-laws, as amended and amendments thereto (together with the Declaration of Trust, the “Trust Documents”)in effect from time to time; (c) resolutions of the Board of Trustees authorizing the appointment of Sub-Adviser and approving this Agreement; d) the Trust’s Notification of Registration on Form N-8A under the 1940 Act as filed with the Securities and Exchange Commission (the “SEC”); e) the Trust’s Registration Statement on Form N-1A currently effective registration statement under the Securities Act of 1933, as amended (“the "1933 Act”") and under the Investment Company Act of 1940, as amended (the "1940 Act as filed with Act"), for each Fund, the SEC Prospectus(es) and all amendments thereto insofar as Statement(s) of Additional Information relating to each Fund or any other governing document for such Registration Statement and Fund (each such amendments relate to the Funds; and f) the Trust’s most recent prospectus and registration statement, Prospectus, Statement of Additional Information for the Funds and other governing document, as amended and in effect from time to time, together with such Fund's charter documents as described in clause (collectively called the “Prospectus”). During the term a) of this AgreementSection 2.1, the Adviser agrees to furnish a "governing document") or, if available, sufficient information so that the Sub-Adviser at its principal office all proxy statements, reports Administrator/Accounting Agent can access such governing document via XXXXX or another industry standard computer-based information retrieval system to shareholders, sales literature or other materials prepared for distribution to shareholders of each Fund, and Prospectus of each Fund, prior to the use thereof, and the Adviser shall not use any such materials if which the Sub-Adviser reasonably objects Administrator/Accounting Agent has ready access; (d) certified copies of the resolutions of the Board of Directors of each Administrator (the "Board") authorizing such Administrator to enter into this Agreement; (e) duly executed Price Source Authorization(s) (as defined in writing within five business days Section 6.2(a) hereof) with respect to each Fund; (or such other period as may be mutually agreedf) after receipt thereof. The Sub-Adviser’s right to object to such materials is limited to the portions a duly executed certificate of such materials that expressly relate an authorized officer of each Administrator which certifies to the Sub-AdviserAdministrator/Accounting Agent the names and specimen signatures of the persons authorized by such Administrator to give Proper Instructions on behalf of such Administrator (such Administrator's "Authorized Officers") and lists such Administrator's authorized third-party agents; and (g) such other certificates, its services and its clients. The Adviser agrees to use its reasonable best efforts to ensure that materials prepared by its employees documents or agents or its affiliates that refer to opinions which the Sub-Adviser Administrator/Accounting Agent may, in its reasonable discretion, deem necessary or its clients in any way are consistent with those materials previously approved by the Sub-Adviser as referenced appropriate in the first sentence proper performance of this paragraph. The materials referenced in the first sentence of this paragraph will be furnished to the Sub-Adviser by e-mail, first class or overnight mail, facsimile transmission equipment or hand deliveryits duties.

Delivery of Documents. Adviser The Trust has furnishedfurnished the Subadviser with copies, or will furnish, to Sub-Adviser copies properly certified or authenticated otherwise authenticated, of each of the following prior to the commencement of the Sub-Adviser’s servicesfollowing: (a) the The Trust’s Agreement and 's Declaration of Trust ("Declaration of Trust, "); (b) By-Laws of the Trust as filed with the Secretary of State of The Commonwealth of Massachusetts on September 7, 2011 and all amendments thereto or restatements thereof (such Declaration, as presently in effect on the date hereof; (c) Resolutions of the Trustees selecting the Subadviser as an investment subadviser to the Fund and approving the form of this Agreement; (d) Resolutions of the Trustees selecting the Adviser as it shall investment adviser to the Fund and approving the form of the Investment Advisory Agreement and resolutions adopted by the initial shareholder of the Fund approving the form of the Investment Advisory Agreement; (e) The Adviser's Investment Advisory Agreement; and (f) The Trust's registration statement, including the Fund's prospectus and statement of additional information (collectively called the "Prospectus"). The Adviser will furnish the Subadviser from time to time be amended with copies, properly certified or restatedotherwise authenticated, is herein called of all amendments of or supplements to the “Declaration of Trust”); b) foregoing, if any. The Adviser will also furnish the Trust’s By-Laws and amendments thereto (together Subadviser with the Declaration of Trust, the “Trust Documents”); c) resolutions copies of the Board of Trustees authorizing the appointment of Sub-Adviser and approving documents listed on Schedule 1 to this Agreement; d) , and shall promptly notify the Trust’s Notification Subadviser of Registration on any material change in any of the Fund's investment objectives, policies, limitations, guidelines or procedures set forth in any of the documents listed in Schedule 1. The Subadviser has furnished the Adviser with a copy of the Subadviser's approved list of securities for equity portfolios, its Form N-8A under the 1940 Act as ADV most recently filed with the Securities and Exchange Commission (Commission, the “SEC”); e) code of ethics established by the Trust’s Registration Statement on Form N-1A under the Securities Act Subadviser pursuant to Rule 17j-1 of 1933, as amended (“1933 Act”) and under the 1940 Act as filed with the SEC and all amendments thereto insofar as such Registration Statement and such amendments relate to the Funds; and f) the Trust’s most recent prospectus and Statement ("Subadviser's Code of Additional Information for the Funds (collectively called the “Prospectus”Ethics"). During the term of this Agreement, the Adviser agrees to furnish the Sub-Adviser at its principal office all proxy statements, reports to shareholders, sales literature or other materials prepared for distribution to shareholders of each Fund, and Prospectus of each Fund, prior to the use thereof, and the Subadviser's policies regarding allocation of securities among clients with common investment objectives, soft dollars and brokerage selection. The Subadviser will promptly furnish the Adviser shall not use with copies of any amendments to such materials if documents. The Subadviser will also provide Adviser with a list and specimen signatures of the Sub-parties who are authorized to act on behalf of the Subadviser and will promptly notify Adviser reasonably objects in writing within five business days (or such other period as may be mutually agreed) after receipt thereof. The Sub-Adviser’s right to object to such materials is limited to the portions of such materials that expressly relate to the Sub-Adviser, its services and its clients. The Adviser agrees to use its reasonable best efforts to ensure that materials prepared by its employees or agents 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 first sentence of this paragraph. The materials referenced in the first sentence of this paragraph will be furnished to the Sub-Adviser by e-mail, first class or overnight mail, facsimile transmission equipment or hand deliverychanges thereto.

Delivery of Documents. Adviser The Trust has furnishedfurnished the Subadviser with copies, or will furnish, to Sub-Adviser copies properly certified or authenticated otherwise authenticated, of each of the following prior to the commencement of the Sub-Adviser’s servicesfollowing: (a) the The Trust’s Agreement and 's Declaration of Trust ("Declaration of Trust, "); (b) By-Laws of the Trust as filed with the Secretary of State of The Commonwealth of Massachusetts on September 7, 2011 and all amendments thereto or restatements thereof (such Declaration, as presently in effect on the date hereof; (c) Resolutions of the Trustees selecting the Subadviser as an investment subadviser to the Fund and approving the form of this Agreement; (d) Resolutions of the Trustees selecting the Adviser as it shall investment adviser to the Fund and approving the form of the Investment Advisory Agreement and resolutions adopted by the initial shareholder of the Fund approving the form of the Investment Advisory Agreement; (e) The Adviser's Investment Advisory Agreement; and (f) The Trust's registration statement, including the Fund's prospectus and statement of additional information (collectively called the "Prospectus"). The Adviser will furnish the Subadviser from time to time be amended with copies, properly certified or restatedotherwise authenticated, is herein called of all amendments of or supplements to the “Declaration of Trust”); b) foregoing, if any. The Adviser will also furnish the Trust’s By-Laws and amendments thereto (together Subadviser with the Declaration of Trust, the “Trust Documents”); c) resolutions copies of the Board of Trustees authorizing the appointment of Sub-Adviser and approving documents listed on Schedule 1 to this Agreement; d) , and shall promptly notify the Trust’s Notification Subadviser of Registration on any material change in any of the Fund's investment objectives, policies, limitations, guidelines or procedures set forth in any of the documents listed in Schedule 1. Subadviser shall comply with any such material change promptly after receipt of any such notice. The Subadviser has furnished the Adviser with a copy of the Subadviser's methodology for security selection, its Form N-8A under the 1940 Act as ADV most recently filed with the Securities and Exchange Commission (Commission, the “SEC”); e) code of ethics established by the Trust’s Registration Statement on Form N-1A under the Securities Act Subadviser pursuant to Rule 17j-1 of 1933, as amended (“1933 Act”) and under the 1940 Act as filed with the SEC and all amendments thereto insofar as such Registration Statement and such amendments relate to the Funds; and f) the Trust’s most recent prospectus and Statement ("Subadviser's Code of Additional Information for the Funds (collectively called the “Prospectus”Ethics"). During the term of this Agreement, the Adviser agrees to furnish the Sub-Adviser at its principal office all proxy statements, reports to shareholders, sales literature or other materials prepared for distribution to shareholders of each Fund, and Prospectus of each Fund, prior to the use thereof, and the Subadviser's policies regarding allocation of securities among clients with common investment objectives, soft dollars and brokerage selection. The Subadviser will promptly furnish the Adviser shall not use with copies of any amendments to such materials if documents. The Subadviser will also provide Adviser with a list and specimen signatures of the Sub-parties who are authorized to act on behalf of the Subadviser and will promptly notify Adviser reasonably objects in writing within five business days (or such other period as may be mutually agreed) after receipt thereof. The Sub-Adviser’s right to object to such materials is limited to the portions of such materials that expressly relate to the Sub-Adviser, its services and its clients. The Adviser agrees to use its reasonable best efforts to ensure that materials prepared by its employees or agents 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 first sentence of this paragraph. The materials referenced in the first sentence of this paragraph will be furnished to the Sub-Adviser by e-mail, first class or overnight mail, facsimile transmission equipment or hand deliverychanges thereto.

Delivery of Documents. Adviser has furnished, or will furnish, to furnish Sub-Adviser with copies properly certified or authenticated of each of the following prior to the commencement of the Sub-Adviser’s services: a) the Trust’s Agreement and Declaration of Trust, as filed with the Secretary of State of The Commonwealth of Massachusetts on September 7June 1, 2011 1994, and all amendments thereto or restatements thereof (such Declaration, as presently in effect and as it shall from time to time be amended or restated, is herein called the “Declaration of Trust”); b) the Trust’s By-Laws and amendments thereto (together with the Declaration of Trust, the “Trust Documents”)thereto; c) resolutions of the Board of Trustees authorizing the appointment of Sub-Adviser and approving this Agreement; d) the Trust’s Notification of Registration on Form N-8A under the 1940 Act as filed with the Securities and Exchange Commission (the “SEC”); e) the Trust’s Registration Statement on Form N-1A under the Securities Act of 1933, as amended (“1933 Act”) and under the 1940 Act as filed with the SEC and all amendments thereto insofar as such Registration Statement and such amendments relate to the FundsFund; and f) the Trust’s most recent prospectus and Statement of Additional Information for the Funds Fund (collectively called the “Prospectus”). During the term of this Agreement, the Adviser agrees to furnish the Sub-Adviser at its principal office all proxy statements, reports to shareholders, sales literature or other materials prepared for distribution to shareholders of each Fund, and Prospectus prospectus of each Fund, prior to the use thereof, and the Adviser shall not use any such materials if the Sub-Adviser reasonably objects in writing within five business days (or such other period as may be mutually agreed) after receipt thereof. The Sub-Adviser’s right to object to such materials is limited to the portions of such materials that expressly relate to the Sub-Adviser, its services and its clients. The Adviser agrees to use its reasonable best efforts to ensure that materials prepared by its employees or agents 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 first sentence of this paragraph. The materials referenced in the first sentence of this paragraph will Sales literature may be furnished to the Sub-Adviser by e-mail, first class or overnight mail, facsimile transmission equipment or hand delivery. Adviser will furnish the Sub-Adviser with copies of all amendments of or supplements to the foregoing that relate specifically to the Sub-Adviser or a Fund that it provides sub-advisory services to, within a reasonable time before they become effective. Any amendments or supplements that impact the management of the Fund will not be deemed effective with respect to the Sub-Adviser until the Sub-Adviser’s approval thereof.

Delivery of Documents. Adviser The Trust has furnishedfurnished the Subadviser with copies, or will furnish, to Sub-Adviser copies properly certified or authenticated otherwise authenticated, of each of the following prior to the commencement of the Sub-Adviser’s servicesfollowing: (a) the The Trust’s 's Agreement and Declaration of Trust ("Declaration of Trust, "); (b) By-Laws of the Trust as filed with the Secretary of State of The Commonwealth of Massachusetts on September 7, 2011 and all amendments thereto or restatements thereof (such Declaration, as presently in effect on the date hereof; (c) Resolutions of the Trustees selecting the Subadviser as the investment subadviser to the Fund and approving the form of this Agreement; (d) Resolutions of the Trustees selecting the Adviser as it shall investment adviser to the Fund and approving the form of the Investment Advisory Agreement and resolutions adopted by the initial shareholder of the Fund approving the form of the Investment Advisory Agreement; (e) The Adviser's Investment Advisory Agreement; (f) Commitments, limitations and undertakings made by the Trust to state "blue sky" authorities for the purpose of qualifying shares of the Fund for sale in such states; and (g) The Trust's registration statement, including the Fund's prospectus and statement of additional information (collectively called the "Prospectus"). The Adviser will furnish the Subadviser from time to time be amended with copies, properly certified or restatedotherwise authenticated, is herein called of all amendments of or supplements to the “Declaration of Trust”); b) foregoing, if any. The Adviser will also furnish the Trust’s By-Laws and amendments thereto (together Subadviser with the Declaration of Trust, the “Trust Documents”); c) resolutions copies of the Board of Trustees authorizing the appointment of Sub-Adviser and approving documents listed on Schedule 1 to this Agreement; d) , and shall promptly notify the Trust’s Notification Subadviser of Registration on any material change in any of the Fund's investment objectives, policies, limitations, guidelines or procedures set forth in any of the documents listed in Schedule 1. The Subadviser has furnished the Adviser with a copy of the Subadviser's Form N-8A under the 1940 Act as ADV most recently filed with the Securities and Exchange Commission Commission, (which Form ADV includes a description of the “SEC”); e) the Trust’s Registration Statement on Form N-1A under the Securities Act Subadviser's policies regarding allocation of 1933securities among clients with common investment objectives, as amended (“1933 Act”soft dollars and brokerage selection) and under the code of ethics established by the Subadviser pursuant to Rule 17j-1 of the 1940 Act as filed ("Subadviser's Code of Ethics"). The Subadviser will promptly furnish the Adviser with copies of any amendments to such documents. The Subadviser will also provide the Adviser with the SEC Subadviser's approved list of securities for equity portfolios and all amendments any updates or revisions thereto insofar as such Registration Statement at least monthly. The Subadviser will also provide Adviser with a list and such amendments relate specimen signatures of the parties who are authorized to act on behalf of the Funds; and f) the Trust’s most recent prospectus Subadviser and Statement of Additional Information for the Funds (collectively called the “Prospectus”). During the term of this Agreement, the will promptly notify Adviser agrees to furnish the Sub-Adviser at its principal office all proxy statements, reports to shareholders, sales literature or other materials prepared for distribution to shareholders of each Fund, and Prospectus of each Fund, prior to the use thereof, and the Adviser shall not use any such materials if the Sub-Adviser reasonably objects in writing within five business days (or such other period as may be mutually agreed) after receipt thereof. The Sub-Adviser’s right to object to such materials is limited to the portions of such materials that expressly relate to the Sub-Adviser, its services and its clients. The Adviser agrees to use its reasonable best efforts to ensure that materials prepared by its employees or agents 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 first sentence of this paragraph. The materials referenced in the first sentence of this paragraph will be furnished to the Sub-Adviser by e-mail, first class or overnight mail, facsimile transmission equipment or hand deliverychanges thereto.

Delivery of Documents. Adviser has furnished, or will furnish, to furnish Sub-Adviser with copies properly certified or authenticated of each of the following prior to the commencement of the Sub-Adviser’s 's services: a) the Trust’s 's Agreement and Declaration of Trust, as filed with the Secretary of State of The Commonwealth of Massachusetts on September 7July 28, 2011 2000, and all amendments thereto or restatements thereof (such Declaration, as presently in effect and as it shall from time to time be amended or restated, is herein called the “"Declaration of Trust”"); b) the Trust’s 's By-Laws and amendments thereto (together with the Declaration of Trust, the “Trust Documents”)thereto; c) resolutions of the Trust's Board of Trustees ("Board of Trustees") authorizing the appointment of Sub-Adviser and approving this Agreement; d) the Trust’s 's Notification of Registration on Form N-8A under the 1940 Act as filed with the Securities and Exchange Commission (the “"SEC”)") and all amendments thereto; e) the Trust’s 's Registration Statement on Form N-1A under the Securities Act of 1933, as amended (“"1933 Act”") and under the 1940 Act as filed with the SEC and all amendments thereto insofar as such Registration Statement and such amendments relate to the Funds; and f) the Trust’s 's most recent prospectus and Statement of Additional Information for the Funds (collectively called the “"Prospectus”"). During the term of this Agreement, the Adviser agrees to furnish the Sub-Adviser at its principal office all proxy statements, reports to shareholders, sales literature or other materials prepared for distribution to shareholders of each Fund, and Prospectus prospects of each FundFund or the public that refer to the Fund 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 within five business days (or such other period as may be mutually agreed) after receipt thereof. The Sub-Adviser’s 's right to object to such materials is limited to the portions of such materials that expressly relate to the Sub-Adviser, its services and its clients. The Adviser agrees to use its reasonable best efforts to ensure that materials prepared by its employees or agents 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 first sentence of this paragraph. The materials referenced in the first sentence of this paragraph will Sales literature may be furnished to the Sub-Adviser by e-mail, first class or overnight mail, facsimile transmission equipment or hand delivery. Adviser will furnish the Sub-Adviser with copies of all amendments of or supplements to the foregoing within a reasonable time before they become effective. Any amendments or supplements that impact the management of the Funds will not be deemed effective with respect to the Sub-Adviser until the Sub-Adviser's approval thereof.

Delivery of Documents. Adviser The Trust has furnishedfurnished the Subadviser with copies, or will furnish, to Sub-Adviser copies properly certified or authenticated otherwise authenticated, of each of the following prior to the commencement of the Sub-Adviser’s servicesfollowing: (a) the The Trust’s 's Agreement and Declaration of Trust ("Declaration of Trust, "); (b) By-Laws of the Trust as filed with the Secretary of State of The Commonwealth of Massachusetts on September 7, 2011 and all amendments thereto or restatements thereof (such Declaration, as presently in effect on the date hereof; (c) Resolutions of the Trustees selecting the Subadviser as the investment subadviser to the Fund and approving the form of this Agreement; (d) Resolutions of the Trustees selecting the Adviser as it shall investment adviser to the Fund and approving the form of the Investment Advisory Agreement and resolutions adopted by the initial shareholder of the Fund approving the form of the Investment Advisory Agreement; (e) The Adviser's Investment Advisory Agreement; and (f) The Trust's registration statement, including the Fund's prospectus and statement of additional information (collectively called the "Prospectus"). The Adviser will furnish the Subadviser from time to time be amended with copies, properly certified or restatedotherwise authenticated, is herein called of all amendments of or supplements to the “Declaration of Trust”); b) foregoing, if any. The Adviser will also furnish the Trust’s By-Laws and amendments thereto (together Subadviser with the Declaration of Trust, the “Trust Documents”); c) resolutions copies of the Board of Trustees authorizing the appointment of Sub-Adviser and approving documents listed on Schedule 1 to this Agreement; d) , and shall promptly notify the Trust’s Notification Subadviser of Registration on any material change in any of the Fund's investment objectives, policies, limitations, guidelines or procedures set forth in any of the documents listed in Schedule 1. The Subadviser has furnished the Adviser with a copy of the Subadviser's approved list of securities for equity portfolios, its Form N-8A under the 1940 Act as ADV most recently filed with the Securities and Exchange Commission (Commission, the “SEC”); e) code of ethics established by the Trust’s Registration Statement on Form N-1A under the Securities Act Subadviser pursuant to Rule 17j-1 of 1933, as amended (“1933 Act”) and under the 1940 Act as filed with the SEC and all amendments thereto insofar as such Registration Statement and such amendments relate to the Funds; and f) the Trust’s most recent prospectus and Statement ("Subadviser's Code of Additional Information for the Funds (collectively called the “Prospectus”Ethics"). During the term of this Agreement, the Adviser agrees to furnish the Sub-Adviser at its principal office all proxy statements, reports to shareholders, sales literature or other materials prepared for distribution to shareholders of each Fund, and Prospectus of each Fund, prior to the use thereof, and the Subadviser's policies regarding allocation of securities among clients with common investment objectives, soft dollars and brokerage selection. The Subadviser will promptly furnish the Adviser shall not use with copies of any amendments to such materials if documents. The Subadviser will also provide Adviser with a list and specimen signatures of the Sub-parties who are authorized to act on behalf of the Subadviser and will promptly notify Adviser reasonably objects in writing within five business days (or such other period as may be mutually agreed) after receipt thereof. The Sub-Adviser’s right to object to such materials is limited to the portions of such materials that expressly relate to the Sub-Adviser, its services and its clients. The Adviser agrees to use its reasonable best efforts to ensure that materials prepared by its employees or agents 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 first sentence of this paragraph. The materials referenced in the first sentence of this paragraph will be furnished to the Sub-Adviser by e-mail, first class or overnight mail, facsimile transmission equipment or hand deliverychanges thereto.

Delivery of Documents. The Trust and/or the Adviser has furnishedfurnished the Subadviser with copies, or will furnish, to Sub-Adviser copies properly certified or authenticated otherwise authenticated, of each of the following prior to the commencement of the Sub-Adviser’s servicesfollowing: (a) the The Trust’s 's Agreement and Declaration of Trust, as filed with the Secretary of State of The Commonwealth of Massachusetts on September 7, 2011 and all amendments thereto or restatements thereof Trust (such Declaration, as presently in effect and as it shall from time to time be amended or restated, is herein called the “"Declaration of Trust”"), as in effect on the date hereof; (b) the Trust’s By-Laws and amendments thereto (together with of the Declaration of Trust, Trust as in effect on the “Trust Documents”)date hereof; (c) resolutions Resolutions of the Board of Trustees authorizing selecting the appointment of Sub-Adviser Subadviser as the sub- investment manager to the Fund and approving the form of this Agreement; (d) Resolutions of the Trustees selecting the Adviser as investment adviser to the Fund and approving the form of the Investment Advisory Agreement and resolutions adopted by the initial shareholder of the Fund approving the form of the Investment Advisory Agreement; (e) The Advisory Agreement; (f) The Trust’s Notification of Registration 's current registration statement on Form N-8A under the 1940 Act N-1A as filed with the Securities and Exchange Commission ("SEC"), including the “SEC”Fund's current prospectus and statement of additional information (collectively called the "Prospectus"); e(g) All current written guidelines, policies and procedures of the Trust’s Registration Statement on Form N-1A under , which are applicable to the Securities Act Fund, the Adviser or the Subadviser and have been approved by the Board of 1933, as amended Trustees of the Trust; (“1933 Act”h) and The code of ethics of the Trust which has been approved by the Trustees of the Trust in accordance with Rule 17j-1 under the 1940 Act Act; (i) The Adviser's most recent Form ADV as filed with the SEC and all amendments thereto insofar as such Registration Statement and such amendments relate and/or provided to the FundsAdviser's clients (which Form ADV includes, among other things, a description of the Adviser's policies regarding allocation of securities among clients with common investment objectives, soft dollars and brokerage selection); (j) Those provisions of the Adviser's Compliance Manual that apply to the Fund; (k) A copy of the Adviser's Proxy Voting Policies and Procedures; and f(l) the The Trust’s most recent prospectus and Statement of Additional Information for the Funds (collectively called the “Prospectus”). During the term of this Agreement, the Adviser agrees to furnish the Sub's Anti-Adviser at its principal office all proxy statements, reports to shareholders, sales literature or other materials prepared for distribution to shareholders of each Fund, and Prospectus of each Fund, prior to the use thereof, and the Adviser shall not use any such materials if the Sub-Adviser reasonably objects in writing within five business days (or such other period as may be mutually agreed) after receipt thereof. The Sub-Adviser’s right to object to such materials is limited to the portions of such materials that expressly relate to the Sub-Adviser, its services and its clients. The Adviser agrees to use its reasonable best efforts to ensure that materials prepared by its employees or agents 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 first sentence of this paragraph. The materials referenced in the first sentence of this paragraph will be furnished to the Sub-Adviser by e-mail, first class or overnight mail, facsimile transmission equipment or hand delivery.Money

Delivery of Documents. Adviser has furnished, or will furnish, to furnish Sub-Adviser with copies properly certified or authenticated of each of the following prior to the commencement of the Sub-Adviser’s services: a) the Trust’s Agreement and Declaration of Trust, as filed with the Secretary of State of The Commonwealth of Massachusetts on September 7June 1, 2011 1994, and all amendments thereto or restatements thereof (such Declaration, as presently in effect and as it shall from time to time be amended or restated, is herein called the “Declaration of Trust”); b) the Trust’s By-Laws and amendments thereto (together with the Declaration of Trust, the “Trust Documents”)thereto; c) resolutions of the Trust’s Board of Trustees authorizing the appointment of Sub-Adviser and approving this Agreement; d) the Trust’s Notification of Registration on Form N-8A under the 1940 Act as filed with the Securities and Exchange Commission (the “SEC”)) and all amendments thereto; e) the Trust’s Registration Statement on Form N-1A under the Securities Act of 1933, as amended (“1933 Act”) and under the 1940 Act as filed with the SEC and all amendments thereto insofar as such Registration Statement and such amendments relate to the Funds; and f) the Trust’s most recent prospectus and Statement of Additional Information for the Funds (collectively called the “Prospectus”). During the term of this Agreement, the Adviser agrees to furnish the Sub-Adviser at its principal office all proxy statements, reports to shareholders, sales literature or other materials prepared for distribution to shareholders of each Fund, and Prospectus prospects of each FundFund or the public that refer to the Fund 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 within five business days (or such other period as may be mutually agreed) after receipt thereof. The Sub-Adviser’s right to object to such materials is limited to the portions of such materials that expressly relate to the Sub-Adviser, its services and its clients. The Adviser agrees to use its reasonable best efforts to ensure that materials prepared by its employees or agents 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 first sentence of this paragraph. The materials referenced in the first sentence of this paragraph will Sales literature may be furnished to the Sub-Adviser by e-mail, first class or overnight mail, facsimile transmission equipment or hand delivery. Adviser will furnish the Sub-Adviser with copies of all amendments of or supplements to the foregoing within a reasonable time before they become effective. Any amendments or supplements that impact the management of the Funds will not be deemed effective with respect to the Sub-Adviser until the Sub-Adviser’s approval thereof.

Delivery of Documents. Adviser has furnished, or will furnish, to furnish Sub-Adviser with copies properly certified or authenticated of each of the following prior to the commencement of the Sub-Adviser’s 's services: a) the Trust’s 's Agreement and Declaration of Trust, as filed with the Secretary of State of The Commonwealth of Massachusetts on September 7July 28, 2011 2000, and all amendments thereto or restatements thereof (such Declaration, as presently in effect and as it shall from time to time be amended or restated, is herein called the “"Declaration of Trust”"); b) the Trust’s 's By-Laws and amendments thereto (together with the Declaration of Trust, the “Trust Documents”)thereto; c) resolutions of the Trust's Board of Trustees ("Board of Trustees") authorizing the appointment of Sub-Adviser and approving this Agreement; d) the Trust’s 's Notification of Registration on Form N-8A under the 1940 Act as filed with the Securities and Exchange Commission (the “"SEC”"); e) the Trust’s 's Registration Statement on Form N-1A under the Securities Act of 1933, as amended (“"1933 Act”") and under the 1940 Act as filed with the SEC and all amendments thereto insofar as such Registration Statement and such amendments relate to the Funds; and f) the Trust’s 's most recent prospectus and Statement of Additional Information for the Funds (collectively called the “"Prospectus”"). During the term of this Agreement, the Adviser agrees to will furnish the Sub-Adviser at its principal office with copies of all proxy statements, reports to shareholders, sales literature amendments of or other materials prepared for distribution to shareholders of each Fund, and Prospectus of each Fund, prior supplements to the use thereof, and foregoing within a reasonable time before they become effective. Any amendments or supplements that impact the Adviser shall management of the Funds will not use any such materials if the Sub-Adviser reasonably objects in writing within five business days (or such other period as may be mutually agreed) after receipt thereof. The Sub-Adviser’s right to object to such materials is limited to the portions of such materials that expressly relate to the Sub-Adviser, its services and its clients. The Adviser agrees to use its reasonable best efforts to ensure that materials prepared by its employees or agents or its affiliates that refer deemed effective with respect to the Sub-Adviser or its clients in any way are consistent with those materials previously approved by until the Sub-Adviser as referenced in the first sentence of this paragraph. The materials referenced in the first sentence of this paragraph will be furnished to the Sub-Adviser by e-mail, first class or overnight mail, facsimile transmission equipment or hand deliveryAdviser's approval thereof.

Delivery of Documents. The Adviser has furnished, or will furnish, to furnish the Sub-Adviser with copies properly certified or authenticated of each of the following prior to the commencement of the Sub-Adviser’s 's services: a) the Trust’s 's Agreement and Declaration of Trust, as filed with the Secretary of State of The Commonwealth of Massachusetts on September 7June 1, 2011 1994, and all amendments thereto or restatements thereof (such Declaration, as presently in effect and as it shall from time to time be amended or restated, is herein called the “"Declaration of Trust”"); b) the Trust’s 's By-Laws and amendments thereto (together with the Declaration of Trust, the “Trust Documents”)thereto; c) resolutions of the Board of Trustees authorizing the appointment of the Sub-Adviser and approving this Agreement; d) the Trust’s 's Notification of Registration on Form N-8A under the 1940 Act as filed with the Securities and Exchange Commission (the “"SEC”)") and all amendments thereto; e) the Trust’s 's Registration Statement on Form N-1A under the Securities Act of 1933, as amended (“"1933 Act”") and under the 1940 Act as filed with the SEC and all amendments thereto insofar as such Registration Statement and such amendments relate to the Funds; and f) the Trust’s 's most recent prospectus and Statement of Additional Information for the Funds (collectively called the “"Prospectus”"). During the term of this Agreement, the Adviser agrees to furnish the Sub-Adviser at its principal office all proxy statements, reports to shareholders, sales literature or other materials prepared for distribution to shareholders of each Fund, and Prospectus prospectus of each Fund, prior to the use thereof, and the Adviser shall not use any such materials if the Sub-Adviser reasonably objects in writing within five business days (or such other period as may be mutually agreed) after receipt thereof. The Sub-Adviser’s 's right to object to such materials is limited to the portions of such materials that expressly relate to the Sub-Adviser, its services and its clients. The Adviser agrees to use its reasonable best efforts to ensure that materials prepared by its employees or agents 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 first sentence of this paragraph. The materials referenced in the first sentence of this paragraph will Sales literature may be furnished to the Sub-Adviser by e-mail, first class or overnight mail, facsimile transmission equipment or hand delivery. The Adviser will furnish the Sub-Adviser with copies of all amendments of or supplements to the foregoing that relate specifically to the Sub-Adviser or a Fund that it provides sub-advisory services to, within a reasonable time before they become effective. Any amendments or supplements that impact the management of the Funds will not be deemed effective with respect to the Sub-Adviser until the Sub-Adviser's approval thereof.

Delivery of Documents. (a) The Adviser has furnished, furnished or will furnish, furnish to the Sub-Adviser copies properly certified or authenticated of each of the following prior documents: (i) the Declaration of Trust of the Trust as in effect on the date hereof; (ii) the By-laws of the Trust in effect on the date hereof; (iii) the resolutions of the Board approving the engagement of the Sub-Adviser as a sub-adviser for the Allocated Portion and approving the form of this agreement; (iv) the Advisory Agreement; (v) the Code of Ethics of the Trust and of the Adviser as currently in effect; and (vi) current copies of the Fund’s Prospectus and Statement of Additional Information. The Adviser shall furnish the Sub-Adviser from time to time with copies of all material amendments of or material supplements to the commencement foregoing, if any. (b) The Sub-Adviser has furnished or will furnish the Adviser with copies of each of the following documents: (i) the Sub-Adviser's most recent registration statement on Form ADV; (ii) the Sub-Adviser’s services:most recent balance sheet; a(iii) separate lists of persons whom the Sub-Adviser wishes to have authorized to give written and/or oral instructions to the custodian (the "Custodian") and accounting agent of the Fund's assets; (iv) the TrustCode of Ethics (defined below) of the Sub-Adviser as currently in effect; (v) the Sub-Adviser’s Agreement proxy voting policies as currently in effect; and (vi) complete and Declaration accurate copies of Trustany compliance manuals, trading, commission and other reports, insurance policies, and such other management or operational documents as filed with the Secretary Adviser may reasonably request in writing (on behalf of State of itself or the Board) in assessing the Sub-Adviser. The Commonwealth of Massachusetts on September 7, 2011 and all amendments thereto or restatements thereof (such Declaration, as presently in effect and as it Sub-Adviser shall furnish the Adviser from time to time be amended with copies of all material amendments of or restated, is herein called the “Declaration of Trust”); b) the Trust’s By-Laws and amendments thereto (together with the Declaration of Trust, the “Trust Documents”); c) resolutions of the Board of Trustees authorizing the appointment of Sub-Adviser and approving this Agreement; d) the Trust’s Notification of Registration on Form N-8A under the 1940 Act as filed with the Securities and Exchange Commission (the “SEC”); e) the Trust’s Registration Statement on Form N-1A under the Securities Act of 1933, as amended (“1933 Act”) and under the 1940 Act as filed with the SEC and all amendments thereto insofar as such Registration Statement and such amendments relate material supplements to the Funds; and f) the Trust’s most recent prospectus and Statement of Additional Information for the Funds (collectively called the “Prospectus”)foregoing, if any. During the term of this AgreementAdditionally, the Adviser agrees to furnish the Sub-Adviser at its principal office all proxy statements, reports to shareholders, sales literature or other materials prepared for distribution to shareholders of each Fund, and Prospectus of each Fund, prior shall provide to the use thereof, and Adviser such other documents relating to its services under this Agreement as the Adviser may reasonably request on a periodic basis. Such amendments or supplements shall not use any be provided within 30 days of the time such materials if the Sub-Adviser reasonably objects in writing within five business days (or such other period as may be mutually agreed) after receipt thereof. The Sub-Adviser’s right to object to such materials is limited to the portions of such materials that expressly relate became available to the Sub-Adviser, its services and its clients. The Adviser agrees to use its reasonable best efforts to ensure that materials prepared by its employees or agents 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 first sentence of this paragraph. The materials referenced in the first sentence of this paragraph will be furnished to the Sub-Adviser by e-mail, first class or overnight mail, facsimile transmission equipment or hand delivery.

Delivery of Documents. Adviser has furnished, or will furnish, to furnish Sub-Adviser with copies properly certified or authenticated of each of the following prior to the commencement of the Sub-Adviser’s services: a) the Trust’s Agreement and Declaration of Trust, as filed with the Secretary of State of The Commonwealth of Massachusetts on September 7June 1, 2011 1994, and all amendments thereto or restatements thereof (such Declaration, as presently in effect and as it shall from time to time be amended or restated, is herein called the “Declaration of Trust”); b) the Trust’s By-Laws and amendments thereto (together with the Declaration of Trust, the “Trust Documents”)thereto; c) resolutions of the Trust’s Board of Trustees authorizing the appointment of Sub-Adviser and approving this Agreement; d) the Trust’s Notification of Registration on Form N-8A under the 1940 Act as filed with the Securities and Exchange Commission (the “SEC”)) and all amendments thereto; e) the Trust’s Registration Statement on Form N-1A under the Securities Act of 1933, as amended (“1933 Act”) and under the 1940 Act as filed with the SEC and all amendments thereto insofar as such Registration Statement and such amendments relate to the FundsFund; and f) the Trust’s most recent prospectus and Statement of Additional Information for the Funds Fund (collectively called the “Prospectus”). During the term of this Agreement, the Adviser agrees to will furnish the Sub-Adviser at its principal office with copies of all proxy statements, reports to shareholders, sales literature amendments of or other materials prepared for distribution to shareholders of each Fund, and Prospectus of each Fund, prior supplements to the use thereof, and the Adviser shall foregoing before they become effective. Any amendments or supplements will not use any such materials if the Sub-Adviser reasonably objects in writing within five business days (or such other period as may be mutually agreed) after receipt thereof. The Sub-Adviser’s right to object to such materials is limited to the portions of such materials that expressly relate to the Sub-Adviser, its services and its clients. The Adviser agrees to use its reasonable best efforts to ensure that materials prepared by its employees or agents or its affiliates that refer deemed effective with respect to the Sub-Adviser or its clients in any way are consistent with those materials previously approved by until the Sub-Adviser as referenced in the first sentence of this paragraph. The materials referenced in the first sentence of this paragraph will be furnished to the Sub-Adviser by e-mail, first class or overnight mail, facsimile transmission equipment or hand deliveryAdviser’s receipt thereof.

Delivery of Documents. The Adviser has furnished, or will furnish, to furnish the Sub-Adviser with copies properly certified or authenticated of each of the following prior to the commencement of the Sub-Adviser’s services: a) the Trust’s Agreement and Declaration of Trust, as filed with the Secretary of State of The Commonwealth of Massachusetts on September 7June 1, 2011 1994, and all amendments thereto or restatements thereof (such Declaration, as presently in effect and as it shall from time to time be amended or restated, is herein called the “Declaration of Trust”); b) the Trust’s By-Laws and amendments thereto (together with the Declaration of Trust, the “Trust Documents”)thereto; c) resolutions of the Board of Trustees authorizing the appointment of the Sub-Adviser and approving this Agreement; d) the Trust’s Notification of Registration on Form N-8A under the 1940 Act as filed with the Securities and Exchange Commission (the “SEC”)) and all amendments thereto; e) the Trust’s Registration Statement on Form N-1A under the Securities Act of 1933, as amended (“1933 Act”) and under the 1940 Act as filed with the SEC and all amendments thereto insofar as such Registration Statement and such amendments relate to the Funds; and f) the Trust’s most recent prospectus and Statement of Additional Information for the Funds (collectively called the “Prospectus”). During the term of this Agreement, the Adviser agrees to furnish the Sub-Adviser at its principal office all proxy statements, reports to shareholders, sales literature or other materials prepared for distribution to shareholders of each Fund, and Prospectus prospectus of each Fund, prior to the use thereof, and the Adviser shall not use any such materials if the Sub-Adviser reasonably objects in writing within five business days (or such other period as may be mutually agreed) after receipt thereof. The Sub-Adviser’s right to object to such materials is limited to the portions of such materials that expressly relate to the Sub-Adviser, its services and its clients. The Adviser agrees to use its reasonable best efforts to ensure that materials prepared by its employees or agents 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 first sentence of this paragraph. The materials referenced in the first sentence of this paragraph will Sales literature may be furnished to the Sub-Adviser by e-mail, first class or overnight mail, facsimile transmission equipment or hand delivery. The Adviser will furnish the Sub-Adviser with copies of all amendments of or supplements to the foregoing that relate specifically to the Sub-Adviser or a Fund that it provides sub-advisory services to, within a reasonable time before they become effective. Any amendments or supplements that impact the management of the Funds will not be deemed effective with respect to the Sub-Adviser until the Sub-Adviser’s approval thereof.

Delivery of Documents. Adviser has furnished, or will furnish, to Sub-Adviser copies properly certified or authenticated of each of the following prior to the commencement of the Sub-Adviser’s services: a) the Trust’s Agreement and Declaration of Trust, as filed with the Secretary of State of The Commonwealth of Massachusetts on September 7, 2011 and all amendments thereto or restatements thereof (such Declaration, as presently in effect and as it shall from time to time be amended or restated, is herein called the “Declaration of Trust”); b) the Trust’s By-Laws and amendments thereto (together with the Declaration of Trust, the “Trust Documents”); c) resolutions of the Board of Trustees authorizing the appointment of Sub-Adviser and approving this Agreement; d) the Trust’s Notification of Registration on Form N-8A under the 1940 Act as filed with the Securities and Exchange Commission (the “SEC”); e) the Trust’s Registration Statement on Form N-1A under the Securities Act of 1933, as amended (“1933 Act”) and under the 1940 Act as filed with the SEC and all amendments thereto insofar as such Registration Statement and such amendments relate to the Funds; and f) the Trust’s most recent prospectus and Statement of Additional Information for the Funds (collectively called the “Prospectus”). During the term of this Agreement, the Adviser agrees to furnish the Sub-Adviser at its principal office all prospectuses, proxy statements, reports to shareholders, sales literature or other materials prepared for distribution to shareholders of each FundFund or the public, which refer to the Sub-Adviser’s name and Prospectus of each Fundits services in any way, or its logo, at a reasonable time, prior to the use thereof, and the Adviser shall not use any such materials if the Sub-Adviser reasonably objects in writing within five business days 48 hours (or such other period as may be mutually agreed) after receipt thereof. Materials which have been previously approved or those that only refer to Sub-Adviser’s name or logo are not subject to such prior approval provided the Adviser shall ensure that such materials are consistent with those which were previously approved by the Sub-Adviser as referenced in the preceding sentence. The Sub-Adviser’s right to object to such materials is limited to the portions of such materials that expressly relate to the Sub-Adviser, its services and its clients. The Adviser agrees, on an ongoing basis, to notify the Sub-adviser in writing of each change in the fundamental and non-fundamental investment policies and restrictions of the Funds before they become effective and to provide to the Sub-adviser as promptly as practicable copies of all amendments and supplements to the Registration Statement before filing with the Securities and Exchange Commission (“SEC”) and amendments to the documents outlined in this paragraph. The Adviser agrees to use its reasonable best efforts to ensure that materials prepared by its employees or agents 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 first sentence of this paragraphprevious two paragraphs. The materials referenced in the first sentence of this paragraph previous two paragraphs will be furnished to the Sub-Adviser by e-mail, first class or overnight mail, facsimile transmission equipment or hand delivery. The Adviser represents that shares of the Fund will be offered to Xxxxxxx National Life Insurance Company and Xxxxxxx National Life Insurance Company of New York (collectively, “Xxxxxxx”), to Xxxxxxx sponsored qualified and non-qualified retirement plans and to certain funds of the Trust and certain investment companies managed by affiliates of the Adviser organized as Fund of Funds (collectively, “Current Investors”). The Adviser agrees that should the Fund be offered in the future to investors other than the Current Investors, the Adviser shall provide the Subadviser, in a manner and with such frequency as is mutually agreed upon by the parties, with a list of plans or programs of a “government entity” (each as defined by Rule 206(4)-5 under the Investment Advisers Act of 1940, as amended (“Advisers Act”)) that may utilize the Fund as an investment option.

Delivery of Documents. Adviser has furnished, or will furnish, to Sub-Adviser copies properly certified or authenticated of each of the following prior to the commencement of the Sub-Adviser’s services: a) the Trust’s Agreement and Declaration of Trust, as filed with the Secretary of State of The Commonwealth of Massachusetts on September 7, 2011 and all amendments thereto or restatements thereof (such Declaration, as presently in effect and as it shall from time to time be amended or restated, is herein called the “Declaration of Trust”); b) the Trust’s By-Laws and amendments thereto (together with the Declaration of Trust, the “Trust Documents”); c) resolutions of the Board of Trustees authorizing the appointment of Sub-Adviser and approving this Agreement; d) the Trust’s Notification of Registration on Form N-8A under the 1940 Act as filed with the Securities and Exchange Commission (the “SEC”)) and all amendments thereto; e) the Trust’s Registration Statement on Form N-1A under the Securities Act of 1933, as amended (“1933 Act”) and under the 1940 Act as filed with the SEC and all amendments thereto insofar as such Registration Statement and such amendments relate to the Funds; and f) the Trust’s most recent prospectus and Statement of Additional Information for the Funds (collectively called the “Prospectus”). During the term of this Agreement, the Adviser agrees to furnish the Sub-Adviser at its principal office all proxy statements, reports to shareholders, sales literature or other materials prepared for distribution to shareholders or potential shareholders of each Fund, and Prospectus of each Fund, prior to the use thereof, and the Adviser shall not use any such materials if the Sub-Adviser reasonably objects in writing within five business days (or such other period as may be mutually agreed) after receipt thereof. The Sub-Adviser’s right to object to such materials is limited to the portions of such materials that expressly relate to the Sub-Adviser, its services and its clients. The Adviser agrees to use its reasonable best efforts to ensure that materials prepared by its employees or agents 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 first sentence of this paragraph. The materials referenced in the first sentence of this paragraph will be furnished to the Sub-Adviser by e-mail, first class or overnight mail, facsimile transmission equipment or hand delivery. Adviser will furnish the Sub-Adviser with copies of all amendments or supplements to the foregoing that relate specifically to the Sub-Adviser or a Fund that it provides sub-advisory services to, within a reasonable time before they become effective. Any amendments or supplements that impact the management of the Funds or Sub-Adviser’s duties and obligations hereunder will not be deemed effective with respect to the Sub-Adviser until the Sub-Adviser’s approval thereof, which approval shall not be unreasonably withheld, and the Sub-Adviser agrees to consider any such amendment or supplement provided to it as soon as possible.

Delivery of Documents. Adviser has furnished, or will furnish, to furnish Sub-Adviser with copies properly certified or authenticated of each of the following prior to the commencement of the Sub-Adviser’s 's services: a) the Trust’s 's Agreement and Declaration of Trust, as filed with the Secretary of State of The Commonwealth of Massachusetts on September 7June 1, 2011 1994, and all amendments thereto or restatements thereof (such Declaration, as presently in effect and as it shall from time to time be amended or restated, is herein called the “"Declaration of Trust”"); b) the Trust’s 's By-Laws and amendments thereto (together with the Declaration of Trust, the “Trust Documents”)thereto; c) resolutions of the Board of Trustees authorizing the appointment of Sub-Adviser and approving this Agreement; d) the Trust’s 's Notification of Registration on Form N-8A under the 1940 Act as filed with the Securities and Exchange Commission (the “"SEC”)") and all amendments thereto; e) the Trust’s 's Registration Statement on Form N-1A under the Securities Act of 1933, as amended (“"1933 Act”") and under the 1940 Act as filed with the SEC and all amendments thereto insofar as such Registration Statement and such amendments relate to the Funds; and f) the Trust’s 's most recent prospectus and Statement of Additional Information for the Funds (collectively called the “"Prospectus”"). During the term of this Agreement, the Adviser agrees to furnish the Sub-Adviser at its principal office all proxy statements, reports to shareholders, sales literature or other materials prepared for distribution to shareholders of each Fund, and Prospectus prospectus of each Fund, prior to the use thereof, and the Adviser shall not use any such materials if the Sub-Adviser reasonably objects in writing within five business days (or such other period as may be mutually agreed) after receipt thereof. The Sub-Adviser’s 's right to object to such materials is limited to the portions of such materials that expressly relate to the Sub-Adviser, its services and its clients. The Adviser agrees to use its reasonable best efforts to ensure that materials prepared by its employees or agents 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 first sentence of this paragraph. The materials referenced in the first sentence of this paragraph will Sales literature may be furnished to the Sub-Adviser by e-mail, first class or overnight mail, facsimile transmission equipment or hand delivery. Adviser will furnish the Sub-Adviser with copies of all amendments of or supplements to the foregoing within a reasonable time before they become effective. Any amendments or supplements that impact the management of the Funds will not be deemed effective with respect to the Sub-Adviser until the Sub-Adviser's approval thereof.

Delivery of Documents. Adviser has furnished, or will furnish, to Sub-Adviser copies properly certified or authenticated of each of the following prior to the commencement of the Sub-Adviser’s services: a) the Trust’s Agreement and Declaration of Trust, as filed with the Secretary of State of The Commonwealth of Massachusetts on September 7, 2011 and all amendments thereto or restatements thereof (such Declaration, as presently in effect and as it shall from time to time be amended or restated, is herein called the “Declaration of Trust”); b) the Trust’s By-Laws and amendments thereto (together with the Declaration of Trust, the “Trust Documents”); c) resolutions of the Board of Trustees authorizing the appointment of Sub-Adviser and approving this Agreement; d) the Trust’s Notification of Registration on Form N-8A under the 1940 Act as filed with the Securities and Exchange Commission (the “SEC”); e) the Trust’s Registration Statement on Form N-1A under the Securities Act of 1933, as amended (“1933 Act”) and under the 1940 Act as filed with the SEC and all amendments thereto insofar as such Registration Statement and such amendments relate to the Funds; and f) the Trust’s most recent prospectus and Statement of Additional Information for the Funds (collectively called the “Prospectus”). During the term of this Agreement, the Adviser agrees to furnish the Sub-Adviser at its principal office all proxy statements, reports to shareholders, sales literature or other materials prepared for distribution to shareholders of each Fund, and Prospectus of each Fund, as modified from time to time, prior to the use thereof, and the Adviser shall not use any such materials if the Sub-Adviser reasonably objects in writing within five business days (or such other period as may be mutually agreed) after receipt thereof. The Sub-Adviser’s right to object to such materials is limited to the portions of such materials that expressly relate to the Sub-Adviser, its services and its clients. The Adviser agrees to use its reasonable best efforts to ensure that materials prepared by its employees or agents 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 first sentence of this paragraph. The materials referenced in the first sentence of this paragraph will be furnished to the Sub-Adviser by e-mail, first class or overnight mail, facsimile transmission equipment or hand delivery.

Delivery of Documents. Adviser has furnished, or will furnish, to furnish Sub-Adviser with copies properly certified or authenticated of each of the following prior to the commencement of the Sub-Adviser’s services: a) the Trust’s Agreement and Declaration of Trust, as filed with the Secretary of State of The Commonwealth of Massachusetts on September 7June 1, 2011 1994, and all amendments thereto or restatements thereof (such Declaration, as presently in effect and as it shall from time to time be amended or restated, is herein called the “Declaration of Trust”); b) the Trust’s By-Laws and amendments thereto (together with the Declaration of Trust, the “Trust Documents”)thereto; c) resolutions of the Board of Trustees authorizing the appointment of Sub-Adviser and approving this Agreement; d) the Trust’s Notification of Registration on Form N-8A under the 1940 Act as filed with the Securities and Exchange Commission (the “SEC”)) and all amendments thereto; e) the Trust’s Registration Statement on Form N-1A under the Securities Act of 1933, as amended (“1933 Act”) and under the 1940 Act as filed with the SEC and all amendments thereto insofar as such Registration Statement and such amendments relate to the FundsFund; and f) the Trust’s most recent prospectus and Statement of Additional Information for the Funds Fund (collectively called the “Prospectus”). During the term of this Agreement, the Adviser agrees to furnish the Sub-Adviser at its principal office all proxy statements, reports to shareholders, sales literature or other materials prepared for distribution to shareholders or potential shareholders of each the Fund, and Prospectus of each Fundthe Prospectus, prior to the use thereof, and the Adviser shall not use any such materials if the Sub-Adviser reasonably objects in writing within five business days (or such other period as may be mutually agreed) after receipt thereof. The Sub-Adviser’s right to object to such materials is limited to the portions of such materials that expressly relate to the Sub-Adviser, its services and its clients. The Adviser agrees to use its reasonable best efforts to ensure that materials prepared by its employees or agents 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 first sentence of this paragraph. The materials referenced in the first sentence of this paragraph will Sales literature may be furnished to the Sub-Adviser by e-mail, first class or overnight mail, facsimile transmission equipment or hand delivery. Adviser will furnish the Sub-Adviser with copies of all amendments of or supplements to the foregoing that relate specifically to the Sub-Adviser or Fund that it provides sub-advisory services to, within a reasonable time before they become effective. Any amendments or supplements that impact the management of the Funds or Sub-Adviser’s duties and obligations hereunder will not be deemed effective with respect to the Sub-Adviser until the Sub-Adviser’s approval thereof.

Delivery of Documents. (a) The Adviser has furnished, furnished or will furnish, furnish to the Sub-Adviser copies properly certified or authenticated of each of the following prior documents: (i) The Declaration of the Trust as in effect on the date hereof; (ii) The By-laws of the Trust in effect on the date hereof; (iii) The resolutions of the Board approving the engagement of the Sub-Adviser as a sub-adviser for the Allocated Portion and approving the form of this Agreement; (iv) The Advisory Agreement; (v) The Code of Ethics of the Trust and of the Adviser as currently in effect; and (vi) Current copies of the Fund’s Prospectus and Statement of Additional Information. The Adviser shall furnish the Sub-Adviser from time to time with copies of all material Amendments of or material supplements to the commencement foregoing, if any. (b) The Sub-Adviser has furnished or will furnish the Adviser with copies of each of the following documents: (i) the Sub-Adviser’s services:most recent registration statement on Form ADV; a(ii) the TrustSub-Adviser’s Agreement most recent balance sheet; (iii) separate lists of persons whom the Sub-Adviser wishes to have authorized to give written and/or oral instructions to the custodian (the “Custodian”) and Declaration accounting agent of Trustthe Fund’s assets; (iv) the Code of Ethics (defined below) of the Sub-Adviser as currently in effect; (v) the Sub-Adviser’s proxy voting policies as currently in effect; and (vi) complete and accurate copies of any compliance manuals, trading, commission and other reports, insurance policies, and such other management or operational documents as filed with the Secretary Adviser may reasonably request in writing (on behalf of State of itself or the Board) in assessing the Sub-Adviser. The Commonwealth of Massachusetts on September 7, 2011 and all amendments thereto or restatements thereof (such Declaration, as presently in effect and as it Sub-Adviser shall furnish the Adviser from time to time be amended with copies of all material amendments of or restated, is herein called the “Declaration of Trust”); b) the Trust’s By-Laws and amendments thereto (together with the Declaration of Trust, the “Trust Documents”); c) resolutions of the Board of Trustees authorizing the appointment of Sub-Adviser and approving this Agreement; d) the Trust’s Notification of Registration on Form N-8A under the 1940 Act as filed with the Securities and Exchange Commission (the “SEC”); e) the Trust’s Registration Statement on Form N-1A under the Securities Act of 1933, as amended (“1933 Act”) and under the 1940 Act as filed with the SEC and all amendments thereto insofar as such Registration Statement and such amendments relate material supplements to the Funds; and f) the Trust’s most recent prospectus and Statement of Additional Information for the Funds (collectively called the “Prospectus”)foregoing, if any. During the term of this AgreementAdditionally, the Adviser agrees to furnish the Sub-Adviser at its principal office all proxy statements, reports to shareholders, sales literature or other materials prepared for distribution to shareholders of each Fund, and Prospectus of each Fund, prior shall provide to the use thereof, and Adviser such other documents relating to its services under this Agreement as the Adviser may reasonably request on a periodic basis. Such amendments or supplements shall not use any be provided within thirty (30) days of the time such materials if the Sub-Adviser reasonably objects in writing within five business days (or such other period as may be mutually agreed) after receipt thereof. The Sub-Adviser’s right to object to such materials is limited to the portions of such materials that expressly relate became available to the Sub-Adviser, its services and its clients. The Adviser agrees to use its reasonable best efforts to ensure that materials prepared by its employees or agents 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 first sentence of this paragraph. The materials referenced in the first sentence of this paragraph will be furnished to the Sub-Adviser by e-mail, first class or overnight mail, facsimile transmission equipment or hand delivery.

Delivery of Documents. Adviser The Fund has furnished, or will furnish, to Sub-Adviser furnished U.S. Trust with copies properly certified or authenticated of each of the following prior to the commencement following: (a) Resolutions of the Sub-Adviser’s services:Fund's Board of Directors authorizing the appointment of U.S. Trust as Custodian of the portfolio securities, cash and other property of the Fund and approving this Agreement; a(b) Incumbency and signature certificates identifying and containing the Trust’s Agreement and Declaration signatures of Trustthe Fund's officers and/or the persons authorized to sign Proper Instructions, as hereinafter defined, on behalf of the Fund; (c) The Fund's Articles of Incorporation filed with the Secretary of State of The Commonwealth of Massachusetts on September 7, 2011 Minnesota and all amendments thereto or restatements thereof (such Declaration, Articles of Incorporation as presently currently in effect and as it amended from time to time be amended, are herein called the "Articles"); (d) The Fund's By-Laws and all amendments thereto (such By-Laws, as currently in effect and as they shall from time to time be amended or restatedamended, is are herein called the “Declaration "By-Laws"), (e) Resolutions of Trust”the Fund's Board of Directors appointing the investment advisor of the Fund and resolutions of the Fund's Board of Directors and the Fund's Shareholders approving the proposed Investment Advisory Agreement between the Fund and the advisor (the "Advisory Agreement"); b(f) the Trust’s By-Laws and amendments thereto The Advisory Agreement (together with the Declaration of Trust, the “Trust Documents”); cg) resolutions of the Board of Trustees authorizing the appointment of Sub-Adviser and approving this Agreement; d) the Trust’s The Fund's Notification of Registration filed pursuant to Section 8(a) of the 1940 Act, as filed with the SEC; and (h) The Fund's Registration Statement on Form N-8A N-2 under the 1940 Act as filed with the Securities and Exchange Commission (the “SEC”); e) the Trust’s Registration Statement on Form N-1A under the Securities Act of 1933, as amended (“1933 Act”"xxx 0000 Xxx") and under the 1940 Act as filed with the SEC and all amendments thereto insofar as such Registration Statement and such amendments relate to the FundsSEC; and f(i) the Trust’s The Fund's most recent prospectus including all amendments and Statement supplements thereto (the "Prospectus"). Upon request the Fund will furnish U.S. Trust with copies of Additional Information all amendments of or supplements to the foregoing, if any. The Fund will also furnish U.S. Trust upon request with a copy of the opinion of counsel for the Funds (collectively called Fund with respect to the “Prospectus”). During validity of the term Shares and the status of this Agreement, such Shares under the Adviser agrees to furnish 1933 Act filed with the Sub-Adviser at its principal office all proxy statements, reports to shareholders, sales literature or other materials prepared for distribution to shareholders of each FundSEC, and Prospectus of each Fund, prior to the use thereof, and the Adviser shall not use any such materials if the Sub-Adviser reasonably objects in writing within five business days (other applicable federal law or such other period as may be mutually agreed) after receipt thereof. The Sub-Adviser’s right to object to such materials is limited to the portions of such materials that expressly relate to the Sub-Adviser, its services and its clients. The Adviser agrees to use its reasonable best efforts to ensure that materials prepared by its employees or agents 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 first sentence of this paragraph. The materials referenced in the first sentence of this paragraph will be furnished to the Sub-Adviser by e-mail, first class or overnight mail, facsimile transmission equipment or hand deliveryregulation.

Delivery of Documents. Adviser has furnished, or will furnish, to furnish Sub-Adviser with copies properly certified or authenticated of each of the following prior to the commencement of the Sub-Adviser’s services: a) the Trust’s Agreement and Declaration of Trust, as filed with the Secretary of State of The Commonwealth of Massachusetts on September 7June 1, 2011 1994, and all amendments thereto or restatements thereof (such Declaration, as presently in effect and as it shall from time to time be amended or restated, is herein called the “Declaration of Trust”); b) the Trust’s By-Laws and amendments thereto (together with the Declaration of Trust, the “Trust Documents”)thereto; c) resolutions of the Trust’s Board of Trustees (“Board of Trustees”) authorizing the appointment of Sub-Adviser and approving this Agreement; d) the Trust’s Notification of Registration on Form N-8A under the 1940 Act as filed with the Securities and Exchange Commission (the “SEC”)) and all amendments thereto; e) the Trust’s Registration Statement on Form N-1A under the Securities Act of 1933, as amended (“1933 Act”) and under the 1940 Act as filed with the SEC and all amendments thereto insofar as such Registration Statement and such amendments relate to the Funds; and f) the Trust’s most recent prospectus and Statement of Additional Information for the Funds (collectively called the “Prospectus”). During the term of this Agreement, the Adviser agrees to furnish the Sub-Adviser at its principal office all proxy statements, reports to shareholders, sales literature or other materials prepared for distribution to shareholders of each Fund, and Prospectus prospects of each FundFund or the public that refer to the Fund 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 within five business days (or such other period as may be mutually agreed) after receipt thereof. The Sub-Adviser’s right to object to such materials is limited to the portions of such materials that expressly relate to the Sub-Adviser, its services and its clients. The Adviser agrees to use its reasonable best efforts to ensure that materials prepared by its employees or agents 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 first sentence of this paragraph. The materials referenced in the first sentence of this paragraph will Sales literature may be furnished to the Sub-Adviser by e-mail, first class or overnight mail, facsimile transmission equipment or hand delivery. Adviser will furnish the Sub-Adviser with copies of all amendments of or supplements to the foregoing within a reasonable time before they become effective. Any amendments or supplements that impact the management of the Funds will not be deemed effective with respect to the Sub-Adviser until the Sub-Adviser’s approval thereof.

Delivery of Documents. Adviser has furnished, or will furnish, to Sub-Adviser copies properly certified or authenticated of each of the following prior to the commencement of the Sub-Adviser’s services: a) the Trust’s Agreement and Declaration of Trust, as filed with the Secretary of State of The Commonwealth of Massachusetts on September 7, 2011 and all amendments thereto or restatements thereof (such Declaration, as presently in effect and as it shall from time to time be amended or restated, is herein called the “Declaration of Trust”); b) the Trust’s By-Laws and amendments thereto (together with the Declaration of Trust, the “Trust Documents”); c) resolutions of the Board of Trustees authorizing the appointment of Sub-Adviser and approving this Agreement; d) the Trust’s Notification of Registration on Form N-8A under the 1940 Act as filed with the Securities and Exchange Commission (the “SEC”); e) the Trust’s Registration Statement on Form N-1A under the Securities Act of 1933, as amended (“1933 Act”) and under the 1940 Act as filed with the SEC and all amendments thereto insofar as such Registration Statement and such amendments relate to the Funds; and f) the Trust’s most recent prospectus and Statement of Additional Information for the Funds (collectively called the “Prospectus”). During the term of this Agreement, the Adviser agrees to furnish the Sub-Adviser at its principal office all proxy statements, reports to shareholders, sales literature or other materials prepared for distribution to shareholders of each Fund, and Prospectus of each Fund, prior to the use thereof, and the Adviser shall not use any such materials if the Sub-Adviser reasonably objects in writing within five ten business days (or such other period as may be mutually agreed) after receipt thereof. The Sub-Adviser’s right to object to such materials is limited to the portions of such materials that expressly relate to the Sub-Adviser, its services and its clients. The Adviser agrees to use its reasonable best efforts to ensure that materials prepared by its employees or agents 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 first sentence of this paragraph. The materials referenced in the first sentence of this paragraph will be furnished to the Sub-Adviser by e-mail, first class or overnight mail, facsimile transmission equipment or hand delivery.

Delivery of Documents. The Investment Adviser has furnished, or will furnish, shall furnish to the Sub-Adviser copies properly certified or authenticated of each of the following prior to documents: (a) The Declaration of Trust of the commencement Trust as in effect on the date hereof; (b) The By-laws of the Trust as in effect on the date hereof; (c) The resolutions of the Board approving the engagement of the Sub-Adviser’s services: a) Adviser as sub-adviser for the Trust’s Agreement Fund and Declaration approving the form of Trust, as filed with the Secretary of State of The Commonwealth of Massachusetts on September 7, 2011 and all amendments thereto or restatements thereof (such Declaration, as presently in effect and as it shall from time to time be amended or restated, is herein called the “Declaration of Trust”)this Agreement; b(d) the Trust’s By-Laws and amendments thereto (together with the Declaration of Trust, the “Trust Documents”); c) The resolutions of the Board of Trustees authorizing selecting the appointment of Sub-Investment Adviser as investment adviser to the Fund and approving this Agreementthe form of the Investment Advisory Agreement with the Trust, on behalf of the Fund; d(e) The Investment Advisory Agreement with the Trust’s Notification , on behalf of Registration on Form N-8A under the 1940 Act as filed with the Securities and Exchange Commission (the “SEC”)Fund; e) the Trust’s Registration Statement on Form N-1A under the Securities Act of 1933, as amended (“1933 Act”) and under the 1940 Act as filed with the SEC and all amendments thereto insofar as such Registration Statement and such amendments relate to the Funds; and f) Current copies of the Trust’s most recent prospectus registration statement, Prospectus and Statement of Additional Information of the Trust relating to the Fund; (g) Resolutions, policies and procedures adopted by the Board in respect of the management or operation of the Fund; and (h) A list of affiliated brokers and underwriters and other affiliates for compliance with applicable provisions of the Funds (collectively called the “Prospectus”)Investment Company Act. During the term of this Agreement, the The Investment Adviser agrees to shall furnish the Sub-Adviser at its principal office from time to time with copies, properly certified or otherwise authenticated, of all proxy statements, reports to shareholders, sales literature amendments of or other materials prepared for distribution to shareholders of each Fund, and Prospectus of each Fund, prior supplements to the use thereofforegoing, and if any. Such amendments or supplements as to Items (a) through (h) above shall be provided within 30 days of the Adviser shall not use any times such materials if became available to the Investment Adviser and, until so provided, the Sub-Adviser reasonably objects in writing within five business days may continue to rely on those documents previously provided. With respect to Items (or such other period as may be mutually agreedg) after receipt thereof. The and (h) above, the Sub-Adviser’s right to object to such materials is limited Adviser shall have a reasonable amount of time, giving due consideration to the portions nature of the information so provided, to process such materials that expressly relate information before it becomes effective as to the Sub-Adviser, its services and its clients. The Adviser agrees to use its reasonable best efforts to ensure that materials prepared by its employees or agents 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 first sentence of this paragraph. The materials referenced in the first sentence of this paragraph will be furnished to the Sub-Adviser by e-mail, first class or overnight mail, facsimile transmission equipment or hand delivery.

Delivery of Documents. The Adviser has furnished, or will furnish, to furnish the Sub-Adviser with copies properly certified or authenticated of each of the following prior to the commencement of the Sub-Adviser’s services: a) the Trust’s Agreement and Declaration of Trust, as filed with the Secretary of State of The Commonwealth of Massachusetts on September 7June 1, 2011 1994, and all amendments thereto or restatements thereof (such Declaration, as presently in effect and as it shall from time to time be amended or restated, is herein called the “Declaration of Trust”); b) the Trust’s By-Laws and amendments thereto (together with the Declaration of Trust, the “Trust Documents”)thereto; c) resolutions of the Board of Trustees authorizing the appointment of the Sub-Adviser and approving this Agreement; d) the Trust’s Notification of Registration on Form N-8A under the 1940 Act as filed with the Securities and Exchange Commission (the “SEC”)) and all amendments thereto; e) the Trust’s Registration Statement on Form N-1A under the Securities Act of 1933, as amended (“1933 Act”) and under the 1940 Act as filed with the SEC and all amendments thereto insofar as such Registration Statement and such amendments relate to the Funds; and f) the Trust’s most recent prospectus and Statement of Additional Information for the Funds (collectively called the “Prospectus”). During the term of this Agreement, the Adviser agrees to furnish the Sub-Adviser at its principal office all prospectuses, Statements of Additional Information, proxy statements, reports to shareholders, sales literature or other materials prepared for distribution to shareholders of each Fund, and Prospectus of each Fund, prior to the use thereof, and the Adviser shall not use any such materials if the Sub-Adviser reasonably objects in writing within five ten business days (or such other period as may be mutually agreed) after receipt thereof. The Sub-Adviser’s right to object to such materials is limited to the portions of such materials that expressly relate to the Sub-Adviser, its services and its clients. The Adviser agrees to use its reasonable best efforts to ensure that materials prepared by its employees or agents 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 first sentence of this paragraph. The materials referenced in the first sentence of this paragraph will Sales literature may be furnished to the Sub-Adviser by e-mail, first class or overnight mail, facsimile transmission equipment or hand delivery. The Adviser will furnish the Sub-Adviser with copies of all amendments of or supplements to the documents identified in the immediately preceding paragraph that relate specifically to the Sub-Adviser or a Fund that it provides sub-advisory services to, within a reasonable time prior to use thereof. Any amendments or supplements that impact the management of the Funds will not be deemed effective with respect to the Sub-Adviser until the Sub-Adviser’s approval thereof.

Delivery of Documents. The Adviser has furnished, or will furnish, to furnished the Sub-Adviser with copies properly certified or authenticated of each of the following prior to the commencement of the Sub-Adviser’s servicesdocuments: (a) the The Trust’s Agreement and Declaration of Trust (such Agreement and Declaration of Trust, as filed with the Secretary of State of The Commonwealth of Massachusetts on September 7, 2011 and all amendments thereto or restatements thereof (such Declaration, as presently in effect on the date of this Agreement and as it shall amended from time to time be amended or restatedtime, is herein called the “Declaration of Trust”); (b) the Trust’s By-Laws of the Trust (such By-Laws, as in effect on the date of this Agreement and amendments thereto (together with the Declaration of Trustas amended from time to time, are herein called the “Trust DocumentsBy-Laws”); (c) resolutions Prospectus of each Fund; (d) Resolutions of the Trust’s Board of Trustees authorizing approving the appointment engagement of the Sub-Adviser and approving this Agreementas a sub-adviser to a Fund; d(e) Resolutions, policies and procedures adopted by the Trust’s Notification Board of Registration on Form N-8A under Trustees with respect to the 1940 Act as filed with Assets to the Securities extent such resolutions, policies and Exchange Commission (procedures may affect the “SEC”)duties of the Sub-Adviser hereunder; e(f) A list of the Trust’s Registration Statement on Form N-1A under principal underwriter and each affiliated person of the Securities Act of 1933Adviser, as amended (“1933 Act”) and under the 1940 Act as filed with Trust, or the SEC and all amendments thereto insofar as such Registration Statement and such amendments relate to the Fundsprincipal underwriter; and f(g) the Trust’s most recent prospectus and Statement A list of Additional Information for the Funds (collectively called the “Prospectus”)each other investment sub-adviser to a Fund. During the term of this Agreement, the The Adviser agrees to shall promptly furnish the Sub-Adviser at its principal office with copies of all proxy statements, reports to shareholders, sales literature amendments of or other materials prepared for distribution to shareholders of each Fund, and Prospectus of each Fund, prior supplements to the use thereofforegoing. Until so provided, and the Adviser shall not use any such materials if the Sub-Adviser reasonably objects in writing within five business days (or such other period as may be mutually agreed) after receipt thereofcontinue to rely on those documents previously provided. The Adviser shall not, and shall not permit a Fund to use the Sub-Adviser’s right to object to such materials is limited to the portions of such materials that expressly relate to the Sub-Adviser, its services and its clients. The Adviser agrees to use its reasonable best efforts to ensure that materials prepared by its employees name or agents or its affiliates that refer to make representations regarding the Sub-Adviser or its clients affiliates without the prior written consent of the Sub-Adviser, which consent shall not be 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 any way are consistent with those materials previously approved provided by the Sub-Adviser to the Adviser and the information is used (a) as referenced required by applicable law, rule, or regulation, in the first sentence of this paragraph. The materials referenced Prospectus or in the first sentence of this paragraph will Fund shareholder reports or proxy statements; (b) in Adviser communications; or (c) as may be furnished to otherwise specifically approved in writing by the Sub-Adviser by e-mail, first class or overnight mail, facsimile transmission equipment or hand deliveryprior to use.

Delivery of Documents. Adviser has furnished, or will furnish, to furnish Sub-Adviser with copies properly certified or authenticated of each of the following prior to the commencement of the Sub-Adviser’s 's services: a) the Trust’s 's Agreement and Declaration of Trust, as filed with the Secretary of State of The Commonwealth of Massachusetts on September 7June 1, 2011 1994, and all amendments thereto or restatements thereof (such Declaration, as presently in effect and as it shall from time to time be amended or restated, is herein called the “"Declaration of Trust”"); b) the Trust’s 's By-Laws and amendments thereto (together with the Declaration of Trust, the “Trust Documents”)thereto; c) resolutions of the Trust's Board of Trustees authorizing the appointment of Sub-Adviser and approving this Agreement; d) the Trust’s 's Notification of Registration on Form N-8A under the 1940 Act as filed with the Securities and Exchange Commission (the “"SEC”)") and all amendments thereto; e) the Trust’s 's Registration Statement on Form N-1A under the Securities Act of 1933, as amended (“"1933 Act”") and under the 1940 Act as filed with the SEC and all amendments thereto insofar as such Registration Statement and such amendments relate to the Funds; and f) the Trust’s 's most recent prospectus and Statement of Additional Information for the Funds (collectively called the “"Prospectus”"). During the term of this Agreement, the Adviser agrees to furnish the Sub-Adviser at its principal office all proxy statements, reports to shareholders, sales literature or other materials prepared for distribution to shareholders of each Fund, and Prospectus prospectus of each Fund, prior to the use thereof, and the Adviser shall not use any such materials if the Sub-Adviser reasonably objects in writing within five business days (or such other period as may be mutually agreed) after receipt thereof. The Sub-Adviser’s 's right to object to such materials is limited to the portions of such materials that expressly relate to the Sub-Adviser, its services and its clients. The Adviser agrees to use its reasonable best efforts to ensure that materials prepared by its employees or agents 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 first sentence of this paragraph. The materials referenced in the first sentence of this paragraph will Sales literature may be furnished to the Sub-Adviser by e-mail, first class or overnight mail, facsimile transmission equipment or hand delivery. Adviser will furnish the Sub-Adviser with copies of all amendments of or supplements to the foregoing within a reasonable time before they become effective. Any amendments or supplements that impact the management of the Funds will not be deemed effective with respect to the Sub-Adviser until the Sub-Adviser's approval thereof.

Delivery of Documents. Adviser has furnished, or will furnish, to Sub-Adviser copies properly certified or authenticated of each of the following prior to the commencement of the Sub-Adviser’s services: a) the Trust’s Agreement and Declaration of Trust, as filed with the Secretary of State of The Commonwealth of Massachusetts on September 7, 2011 and all amendments thereto or restatements thereof (such Declaration, as presently in effect and as it shall from time to time be amended or restated, is herein called the “Declaration of Trust”); b) the Trust’s By-Laws and amendments thereto (together with the Declaration of Trust, the “Trust Documents”); c) resolutions of the Board of Trustees authorizing the appointment of Sub-Adviser and approving this Agreement; d) the Trust’s Notification of Registration on Form N-8A under the 1940 Act as filed with the Securities and Exchange Commission (the “SEC”); e) the Trust’s Registration Statement on Form N-1A under the Securities Act of 1933, as amended (“1933 Act”) and under the 1940 Act as filed with the SEC and all amendments thereto insofar as such Registration Statement and such amendments relate to the Funds; and f) the Trust’s most recent prospectus and Statement of Additional Information for the Funds (collectively called the “Prospectus”). During the term of this Agreement, the Adviser agrees to furnish the Sub-Adviser at its principal office all proxy statements, reports to shareholders, sales literature or and any other materials prepared for distribution to shareholders of each Fund, and Prospectus and Statement of Additional Information of each Fund, prior to the use thereof, and the Adviser shall not use any such materials if the Sub-Adviser reasonably objects in writing within five business days days. (or such other period as may be mutually agreed) after receipt thereof. The Sub-Adviser’s responsibility to review and right to object to such materials is limited to the portions of such materials that expressly relate to the Sub-Adviser, its services and its clients. The Adviser agrees to use its reasonable best efforts to ensure that materials prepared by its employees or agents 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 first sentence of this paragraph. The materials referenced in the first sentence of this paragraph will be furnished to the Sub-Adviser by e-mail, first class or overnight mail, facsimile transmission equipment or hand delivery.

Delivery of Documents. Adviser has furnishedAt the Closing, or will furnish, Seller shall deliver to Sub-Adviser copies properly certified or authenticated of each of the Purchaser the following prior to documents (the commencement of "Documents") executed by the Sub-Adviser’s servicesSeller: a) Quitclaim Deed in proper form (the Trust’s Agreement "Deed"), containing Massachusetts quitclaim covenants, sufficient to convey to Purchaser good and Declaration of Trustmarketable fee simple title to the Property, as filed with the Secretary of State of The Commonwealth of Massachusetts on September 7, 2011 including all Appurtenant Rights and all amendments thereto or restatements thereof Building Equipment, other than those items, if any, specified on Schedule 8 (such Declarationa) hereto, as presently in effect free from all liens, mortgages and as it shall from time to time be amended or restated, is herein called the “Declaration of Trust”)other encumbrances and defects other than Permitted Encumbrances; b) Checks to the Trust’s By-Laws and amendments thereto (together with order of the Declaration appropriate governmental authorities in amounts sufficient to pay the real estate transfer or conveyance taxes payable upon the recording of Trust, the “Trust Documents”)Deed; c) resolutions Affidavits customarily required by title insurance companies in the Commonwealth of Massachusetts for the Board issuing of Trustees authorizing the appointment of Sub-Adviser title insurance protecting against mechanics liens and approving this Agreementparties in possession; d) Waivers of mechanics liens (or bonds against such liens in form reasonably satisfactory to Purchaser) executed by or on behalf of all persons, firms and corporations who shall have furnished materials or performed work or services on or at the Trust’s Notification of Registration on Form N-8A under Property during the 1940 Act as filed with period commencing ninety (90) days prior to the Securities and Exchange Commission (the “SEC”)Closing; e) A rent roll for the Property, in the form of the rent roll attached hereto as Exhibit D, dated as of ten (10) days before the Closing Date. f) Xxxx of Sale, substantially in the form attached hereto as Exhibit E, sufficient to convey to Purchaser or its designee good and marketable title to all personal property currently owned by Seller or used by Seller at the Property ("Personal Property"), free from all encumbrances other than Permitted Encumbrances; g) Assignment of Leases, substantially in the form attached hereto as Exhibit F or in a form approved by a Regulatory Authority, if any, having jurisdiction over the Property and reasonably acceptable to Purchaser; h) Original, ink-signed leases for all tenants of the Property who shall have signed such leases, to the extent Seller has possession of the same, and otherwise, copies thereof to the extent Seller has possession of the same; i) An assignment of all tenant security deposits and prepaid rents held by or on behalf of Seller with respect to the Property, substantially in the form of Exhibit G hereto; j) An assignment of all Regulatory Reserves held by or on behalf of Seller with respect to the Property, including those Regulatory Reserves identified on Schedule 3 hereto, substantially in the form of Exhibit J hereto; k) Original, ink-signed Assumed Service Contracts, to the extent Seller has possession of the same, and otherwise, copies thereof, to the extent Seller has possession of the same, together with an assignment, substantially in the form attached hereto as Exhibit H; l) All warranties, if any, applicable to the Property, the Building Equipment and the Personal Property, to the extent Seller has possession of the same, and an assignment of such warranties (to the extent assignable), substantially in the form of Exhibit I hereto; m) Letters to all tenants of the Property advising them of the transfer of the Premises, and the new address for paying rent; n) A certification of Seller certifying that all representations and warranties made by Seller are true and correct as of the Closing (or setting forth any known changes), and that all of Seller's covenants contained in this Agreement have been complied with; o) An Affidavit of Seller swearing that Seller is not a "foreign person" as defined in Section 1445(B)(2) of the Internal Revenue Code of 1986, as amended; p) A Certificate of Existence for Seller from the Secretary of the Commonwealth of Massachusetts, as well as other organizational instruments reasonably requested by Purchaser, including but not limited to organizational documents of Seller, certificates of limited partnership, officers' incumbency certificates of Seller's general partner reasonably requested by Purchaser evidencing the power and authority of API and Seller to enter into and/or perform this Agreement and/or to deliver the documents to be delivered hereunder; q) To the extent reasonably requested and specifically identified by Purchaser at least five (5) days prior to the Closing, photocopies of all of Seller's records and surveys and plans with respect to the Property; r) All keys in the possession of each of Seller to all locks at the Property; s) Copies of all partnership agreements, certificates and amendments thereto, certified as true and complete by the general partner of Seller, together with reasonable evidence that all requisite consents and approvals of Seller's partners have been obtained as required under Seller's partnership agreement and other agreements to which Seller is a party or by which the Property is subject or bound; t) Copies of all consents and approvals necessary to consummate the transactions contemplated in this Agreement (including, without limitation, all HUD and MHFA consents and approvals, a non-exclusive list of such currently known consents and approvals are specified on Schedule 8 (u) hereto); u) a reasoned opinion of counsel, in form and substance reasonably satisfactory to Purchaser, that the Trustee of the Trust (as hereinafter defined) has the authority to consent to the transactions contemplated herein upon the receipt in writing of the consent of the Noteholder Beneficiaries (as hereinafter defined) owning the requisite percentage of the beneficial interest in the Trust’s Registration Statement on Form N-1A under the Securities Act of 1933, as amended (“1933 Act”) and under the 1940 Act as filed with the SEC and all amendments thereto insofar as such Registration Statement and such amendments relate to the Funds; and fv) the Trust’s most recent prospectus Such other and Statement of Additional Information for the Funds (collectively called the “Prospectus”). During the term of this Agreement, the Adviser agrees to furnish the Sub-Adviser at its principal office all proxy statements, reports to shareholders, sales literature or other materials prepared for distribution to shareholders of each Fund, and Prospectus of each Fund, prior to the use thereof, and the Adviser shall not use any such materials if the Sub-Adviser reasonably objects in writing within five business days (or such other period further documents as may be mutually agreedreasonably required by Purchaser to effect the transactions contemplated by this Agreement. At the Closing, the Purchaser shall deliver to Seller the Purchase Price, and duly executed counterparts of the documents specified in Section 8 (g), (i) after receipt thereof. The Sub-Adviser’s right and (k) above, as well as such other and further documents as may be reasonably required by Seller to object to such materials is limited to effect the portions of such materials that expressly relate to the Sub-Adviser, its services and its clients. The Adviser agrees to use its reasonable best efforts to ensure that materials prepared transactions contemplated by its employees or agents 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 first sentence of this paragraph. The materials referenced in the first sentence of this paragraph will be furnished to the Sub-Adviser by e-mail, first class or overnight mail, facsimile transmission equipment or hand deliveryAgreement.

Delivery of Documents. Adviser has furnished, or will furnish, to furnish Sub-Adviser with copies properly certified or authenticated of each of the following prior to the commencement of the Sub-Adviser’s 's services: a) the Trust’s 's Agreement and Declaration of Trust, as filed with the Secretary of State of The Commonwealth of Massachusetts on September 7June 1, 2011 1994, and all amendments thereto or restatements thereof (such Declaration, as presently in effect and as it shall from time to time be amended or restated, is herein called the “"Declaration of Trust”"); b) the Trust’s 's By-Laws and amendments thereto (together with the Declaration of Trust, the “Trust Documents”)thereto; c) resolutions of the Board of Trustees authorizing the appointment of Sub-Adviser and approving this Agreement; d) the Trust’s 's Notification of Registration on Form N-8A under the 1940 Act as filed with the Securities and Exchange Commission (the “"SEC”)") and all amendments thereto; e) the Trust’s 's Registration Statement on Form N-1A under the Securities Act of 1933, as amended (“"1933 Act”") and under the 1940 Act as filed with the SEC and all amendments thereto insofar as such Registration Statement and such amendments relate to the Funds; and f) the Trust’s 's most recent prospectus and Statement of Additional Information for the Funds (collectively called the “"Prospectus”"). During the term of this Agreement, the Adviser agrees to furnish the Sub-Adviser at its principal office all proxy statements, reports to shareholders, sales literature or other materials prepared for distribution to shareholders of each Fund, and Prospectus prospectus of each Fund, prior to the use thereof, and the Adviser shall not use any such materials if the Sub-Adviser reasonably objects in writing within five ten business days (or such other period as may be mutually agreed) after receipt thereof. The Sub-Adviser’s 's right to object to such materials is limited to the portions of such materials that expressly relate to the Sub-Adviser, its services services, its service marks and other indicia of source and its clients, which portions Adviser shall indicate to the Sub-Adviser when providing the materials. The Adviser agrees to use its reasonable best efforts to ensure that materials prepared by its employees or agents or its affiliates that refer to the Sub-Adviser or its clients in any way way, are consistent with those materials previously approved by the Sub-Adviser as referenced in the first sentence of this paragraph. The materials referenced in the first sentence of this paragraph will Sales literature may be furnished to the Sub-Adviser by e-mail, first class or overnight mail, facsimile transmission equipment or hand delivery. Adviser will furnish the Sub-Adviser with copies of all amendments of or supplements to the foregoing within a reasonable time before they become effective. Any amendments or supplements that impact the management of the Funds will not be deemed effective with respect to the Sub-Adviser until the Sub-Adviser's approval thereof.

Delivery of Documents. Adviser has furnished, or will furnish, to Sub-Adviser copies properly certified or authenticated of each of the following prior to the commencement of the Sub-Adviser’s services: a) the Trust’s Agreement and Declaration of Trust, as filed with the Secretary of State of The Commonwealth of Massachusetts on September 7, 2011 and all amendments thereto or restatements thereof (such Declaration, as presently in effect and as it shall from time to time be amended or restated, is herein called the “Declaration of Trust”); b) the Trust’s By-Laws and amendments thereto (together with the Declaration of Trust, the “Trust Documents”); c) resolutions of the Board of Trustees authorizing the appointment of Sub-Adviser and approving this Agreement; d) the Trust’s Notification of Registration on Form N-8A under the 1940 Act as filed with the Securities and Exchange Commission (the “SEC”); e) the Trust’s Registration Statement on Form N-1A under the Securities Act of 1933, as amended (“1933 Act”) and under the 1940 Act as filed with the SEC and all amendments thereto insofar as such Registration Statement and such amendments relate to the Funds; and; f) the Trust’s most recent prospectus and Statement of Additional Information for the Funds (collectively called the “Prospectus”); g) the Trust’s compliance policies and procedures, compliance manual and any policies and procedures the Adviser will require the Sub-Adviser to adhere to; and h) Upon written request from Sub-Adviser to Adviser, Adviser will seek to provide Sub-Adviser and/or its designee with any data and additional information (including but not limited to updated versions of the foregoing Section 2 documents, broker-required questionnaires in connection with the Xxxx Xxxxx Act, anti-money laundering questionnaires and tax forms) requested that Sub-Adviser reasonably determines to be necessary for its management of the Fund’s portfolio. Adviser agrees to provide such data and additional information, to Sub-Adviser and/or its designee in the format, and within the timeframe and frequency that is reasonably requested by Sub-Adviser. During the term of this Agreement, the Adviser agrees to furnish the Sub-Adviser at its principal office all proxy statements, reports to shareholders, sales literature or other materials prepared for distribution to shareholders of each Fund, and Prospectus of each Fund, prior to the use thereof, and the Adviser shall not use any such materials if the Sub-Adviser reasonably objects in writing within five business days (or such other period as may be mutually agreed) after receipt thereof. The Sub-Adviser’s right to object to such materials is limited to the portions of such materials that expressly relate to the Sub-Adviser, its services and its clients. The Adviser agrees to use its reasonable best efforts to ensure that materials prepared by its employees or agents 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 first sentence of this paragraph. The materials referenced in the first sentence of this paragraph will be furnished to the Sub-Adviser by e-mail, first class or overnight mail, facsimile transmission equipment or hand delivery.

Delivery of Documents. The Adviser has furnished, or will furnish, to furnished the Sub-Adviser with copies properly certified or authenticated of each of the following prior to the commencement of the Sub-Adviser’s servicesdocuments: (a) the The Trust’s Agreement and Declaration of Trust (such Agreement and Declaration of Trust, as filed with the Secretary of State of The Commonwealth of Massachusetts on September 7, 2011 and all amendments thereto or restatements thereof (such Declaration, as presently in effect on the date of this Agreement and as it shall amended from time to time be amended or restatedtime, is herein called the “Declaration of Trust”); (b) the Trust’s By-Laws of the Trust (such By-Laws, as in effect on the date of this Agreement and amendments thereto (together with the Declaration of Trustas amended from time to time, are herein called the “Trust DocumentsBy-Laws”); (c) resolutions Prospectus of the Fund; (d) Resolutions of the Trust’s Board of Trustees authorizing approving the appointment engagement of the Sub-Adviser and approving this Agreementas a sub-adviser to the Fund; d(e) Resolutions, policies and procedures adopted by the Trust’s Notification Board of Registration on Form N-8A under Trustees with respect to the 1940 Act as filed with Assets to the Securities extent such resolutions, policies and Exchange Commission (procedures may affect the “SEC”)duties of the Sub-Adviser hereunder; e(f) A list of the Trust’s Registration Statement on Form N-1A under principal underwriter and each affiliated person of the Securities Act of 1933Adviser, as amended (“1933 Act”) and under the 1940 Act as filed with Trust, or the SEC and all amendments thereto insofar as such Registration Statement and such amendments relate to the Fundsprincipal underwriter; and f(g) A list of each other investment sub-adviser to the Trust’s most recent prospectus and Statement of Additional Information for the Funds (collectively called the “Prospectus”)Fund. During the term of this Agreement, the The Adviser agrees to shall promptly furnish the Sub-Adviser at its principal office with copies of all proxy statements, reports to shareholders, sales literature amendments of or other materials prepared for distribution to shareholders of each Fund, and Prospectus of each Fund, prior supplements to the use thereofforegoing. Until so provided, and the Adviser shall not use any such materials if the Sub-Adviser reasonably objects in writing within five business days (or such other period as may be mutually agreed) after receipt thereofcontinue to rely on those documents previously provided. The Adviser shall not, and shall not permit the Fund to use the Sub-Adviser’s right to object to such materials is limited to the portions of such materials that expressly relate to the Sub-Adviser, its services and its clients. The Adviser agrees to use its reasonable best efforts to ensure that materials prepared by its employees name or agents or its affiliates that refer to make representations regarding the Sub-Adviser or its clients affiliates without the prior written consent of the Sub-Adviser, which consent shall not be 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 any way are consistent with those materials previously approved provided by the Sub-Adviser to the Adviser and the information is used (a) as referenced required by applicable law, rule, or regulation, in the first sentence of this paragraph. The materials referenced Prospectus or in the first sentence of this paragraph will Fund shareholder reports or proxy statements; (b) in Adviser communications; or (c) as may be furnished to otherwise specifically approved in writing by the Sub-Adviser by e-mail, first class or overnight mail, facsimile transmission equipment or hand deliveryprior to use.

Delivery of Documents. Adviser has furnished, or will furnish, to Sub-Adviser copies properly certified or authenticated of each of the following prior to the commencement of the Sub-Adviser’s services: a) the Trust’s Agreement and Declaration of Trust, as filed with the Secretary of State of The Commonwealth of Massachusetts on September 75, 2011 and all amendments thereto or restatements thereof (such Declaration, as presently in effect and as it shall from time to time be amended or restated, is herein called the “Declaration of Trust”); b) the Trust’s By-Laws and amendments thereto (together with the Declaration of Trust, the “Trust Documents”); c) resolutions of the Board of Trustees authorizing the appointment of Sub-Adviser and approving this Agreement; d) the Trust’s Notification of Registration on Form N-8A under the 1940 Act as filed with the Securities and Exchange Commission (the “SEC”); e) the Trust’s Registration Statement on Form N-1A under the Securities Act of 1933, as amended (“1933 Act”) and under the 1940 Act as filed with the SEC currently in effect (“Registration Statement”) and all amendments thereto insofar as such Registration Statement and such amendments relate to the Funds; and f) the Trust’s most recent prospectus and Statement of Additional Information for the Funds (collectively called the “Prospectus”). During the term of this Agreement, the Adviser agrees to furnish the Sub-Adviser with copies of all amendments of, or supplements to, the foregoing if the Adviser determines in good faith that such amendments or supplements relate to a Fund. Adviser will provide the Sub-Adviser with the opportunity to comment on any amendment or supplement prior to its effectiveness if, in the good faith discretion of the Adviser, the Adviser reasonably believes such amendment or supplement directly relates to the Sub-Adviser or its management of a Fund. In addition, the Adviser will provide the Sub-Adviser with copies, at its principal office office, of all proxy statements, reports to shareholders, sales literature or other materials prepared for distribution to shareholders of each Fund, and Prospectus of each Fund, Fund prior to the use thereof, and the Sub-Adviser will review and comment on such materials within five (5) business days of receiving such materials and the Adviser shall not use any such materials if until the Sub-Adviser reasonably objects in writing within five business days (or such other period as may be mutually agreed) after receipt thereofAdviser’s comments have been addressed to its reasonable satisfaction. The Sub-Adviser’s right to object to such materials is limited to the portions of such materials that expressly relate to the Sub-Adviser, its services and its clients. The Adviser agrees to use its reasonable best efforts to ensure that materials prepared by its employees or agents 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 first sentence of this paragraphAdviser. The materials referenced in the first sentence of this paragraph will be furnished to the Sub-Adviser by e-mail, first class or overnight mail, facsimile transmission equipment or hand delivery.

Delivery of Documents. Adviser has furnished, or will furnish, to furnish Sub-Adviser with copies properly certified or authenticated of each of the following prior to the commencement of the Sub-Adviser’s 's services: a) the Trust’s 's Agreement and Declaration of Trust, as filed with the Secretary of State of The Commonwealth of Massachusetts on September 7June 1, 2011 1994, and all amendments thereto or restatements thereof (such Declaration, as presently in effect and as it shall from time to time be amended or restated, is herein called the “"Declaration of Trust”"); b) the Trust’s 's By-Laws and amendments thereto (together with the Declaration of Trust, the “Trust Documents”)thereto; c) resolutions of the Trust's Board of Trustees ("Board of Trustees") authorizing the appointment of Sub-Adviser and approving this Agreement; d) the Trust’s 's Notification of Registration on Form N-8A under the 1940 Act as filed with the Securities and Exchange Commission (the “"SEC”)") and all amendments thereto; e) the Trust’s 's Registration Statement on Form N-1A under the Securities Act of 1933, as amended (“"1933 Act”") and under the 1940 Act as filed with the SEC and all amendments thereto insofar as such Registration Statement and such amendments relate to the Funds; and f) the Trust’s 's most recent prospectus and Statement of Additional Information for the Funds (collectively called the “"Prospectus”"). During the term of this Agreement, the Adviser agrees to furnish the Sub-Adviser at its principal office all proxy statements, reports to shareholders, sales literature or other materials prepared for distribution to shareholders of each Fund, and Prospectus prospects of each FundFund or the public that refer to the Fund 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 within five business days (or such other period as may be mutually agreed) after receipt thereof. The Sub-Adviser’s 's right to object to such materials is limited to the portions of such materials that expressly relate to the Sub-Adviser, its services and its clients. The Adviser agrees to use its reasonable best efforts to ensure that materials prepared by its employees or agents 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 first sentence of this paragraph. The materials referenced in the first sentence of this paragraph will Sales literature may be furnished to the Sub-Adviser by e-mail, first class or overnight mail, facsimile transmission equipment or hand delivery. Adviser will furnish the Sub-Adviser with copies of all amendments of or supplements to the foregoing within a reasonable time before they become effective. Any amendments or supplements that impact the management of the Funds will not be deemed effective with respect to the Sub-Adviser until the Sub-Adviser's approval thereof.

Delivery of Documents. The Fund has furnished the Investment Adviser has furnished, or will furnish, to Sub-Adviser with copies properly certified or authenticated of each of the following prior to the commencement of the Sub-Adviser’s servicesdocuments: (a) the TrustFund’s Agreement Amended and Restated Declaration of Trust, as filed with the Secretary of State of The the Commonwealth of Massachusetts on September 7March 5, 2011 1999, and all amendments thereto or restatements thereof (such Declaration, as presently in effect and as it shall from time to time be amended or restated, is herein called the “Declaration of Trust”); (b) the TrustFund’s By-Laws Code of Regulations and amendments thereto (together with the Declaration of Trust, the “Trust Documents”)thereto; (c) resolutions of the Fund’s Board of Trustees authorizing the appointment of Sub-the Investment Adviser and approving this Agreement; (d) the TrustFund’s original Notification of Registration on Form N-8A under the 1940 Act as filed with the Securities and Exchange Commission (the “SEC”)) on February 20, 1985 and all amendments thereto; (e) the TrustFund’s current Registration Statement with respect to the Portfolios on Form N-1A under the Securities Act of 1933, as amended (“1933 Act”) ), and under the 1940 Act as filed with the SEC and all amendments thereto insofar as such Registration Statement and such amendments relate to the FundsSEC; and (f) the Trust’s Portfolios’ most recent prospectus prospectus(es) and Statement of Additional Information for the Funds (such prospectuses and Statement of Additional Information, as presently in effect, and all amendments and supplements thereto are herein collectively called the “Prospectus”). During The Fund will promptly provide copies of all amendments of or supplements to the term of this Agreementforegoing documents to the Investment Adviser. In addition, the Fund will furnish promptly the following documents to the Investment Adviser agrees to furnish upon their effectiveness: (a) any Certificate of Trust for JPMorgan Trust II filed with the Sub-Adviser at its principal office all proxy statements, reports to shareholders, sales literature or other materials prepared for distribution to shareholders Secretary of each FundState of the State of Delaware, and Prospectus all amendments thereto or restatements thereof; (b) any Declaration of each Fund, prior Trust for JPMorgan Trust II and all amendments thereto or restatements thereof (referred to herein as the use thereof, “New Declaration of Trust”); and (c) any by-laws for JPMorgan Trust II and the Adviser shall not use any such materials if the Sub-Adviser reasonably objects in writing within five business days (or such other period as may be mutually agreed) after receipt thereof. The Sub-Adviser’s right to object to such materials is limited to the portions of such materials that expressly relate to the Sub-Adviser, its services and its clients. The Adviser agrees to use its reasonable best efforts to ensure that materials prepared by its employees or agents 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 first sentence of this paragraph. The materials referenced in the first sentence of this paragraph will be furnished to the Sub-Adviser by e-mail, first class or overnight mail, facsimile transmission equipment or hand deliveryall amendments thereto.

Delivery of Documents. Adviser has furnished, or will furnish, to furnish Sub-Adviser with copies properly certified or authenticated of each of the following prior to the commencement of the Sub-Adviser’s services: a) the Trust’s Agreement and Declaration of Trust, as filed with the Secretary of State of The Commonwealth of Massachusetts on September 7June 1, 2011 1994, and all amendments thereto or restatements thereof (such Declaration, as presently in effect and as it shall from time to time be amended or restated, is herein called the “Declaration of Trust”); b) the Trust’s By-Laws and amendments thereto (together with the Declaration of Trust, the “Trust Documents”)thereto; c) resolutions of the Board of Trustees authorizing the appointment of Sub-Adviser and approving this Agreement; d) the Trust’s Notification of Registration on Form N-8A under the 1940 Act as filed with the Securities and Exchange Commission (the “SEC”)) and all amendments thereto; e) the Trust’s Registration Statement on Form N-1A under the Securities Act of 1933, as amended (“1933 Act”) and under the 1940 Act as filed with the SEC and all amendments thereto insofar as such Registration Statement and such amendments relate to the Funds; and f) the Trust’s most recent prospectus and Statement of Additional Information for the Funds (collectively called the “Prospectus”). During the term of this Agreement, the Adviser agrees to furnish the Sub-Adviser at its principal office all proxy statements, reports to shareholders, sales literature or other materials prepared for distribution to shareholders of each Fund, and Prospectus prospects of each FundFund or the public that refer to the Fund 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 within five business days (or such other period as may be mutually agreed) after receipt thereof. The Sub-Adviser’s right to object to such materials is limited to the portions of such materials that expressly relate to the Sub-Adviser, its services and its clients. The Adviser agrees to use its reasonable best efforts to ensure that materials prepared by its employees or agents 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 first sentence of this paragraph. The materials referenced in the first sentence of this paragraph will Sales literature may be furnished to the Sub-Adviser by e-mail, first class or overnight mail, facsimile transmission equipment or hand delivery. Adviser will furnish the Sub-Adviser with copies of all amendments of or supplements to the foregoing within a reasonable time before they become effective. Any amendments or supplements that impact the management of the Funds will not be deemed effective with respect to the Sub-Adviser until the Sub-Adviser’s approval thereof.

Delivery of Documents. Adviser (a) The Trust has furnishedprovided or, or where applicable, will furnishprovide the Distributor with the following: (i) At the Distributor’s request, to Sub-Adviser copies properly certified or authenticated of each copies of the following prior to the commencement resolutions of the Sub-Adviser’s services: a) the Trust’s Agreement and Declaration of Trust, as filed with the Secretary of State of The Commonwealth of Massachusetts on September 7, 2011 and all amendments thereto or restatements thereof (such Declaration, as presently in effect and as it shall from time to time be amended or restated, is herein called the “Declaration of Trust”); b) the Trust’s By-Laws and amendments thereto (together with the Declaration of Trust, the “Trust Documents”); c) resolutions of the Board of Trustees authorizing Trustees, approving the appointment of Sub-Adviser the Distributor or its affiliates to provide services to the Trust and approving this Agreement; d(ii) the Trust’s Notification A copy of Registration on Form N-8A under the 1940 Act as filed with the Securities and Exchange Commission (the “SEC”); e) the Trust’s Registration Statement on Form N-1A under the Securities Act of 1933, as amended (“1933 Act”) and under the 1940 Act as filed with the SEC and all amendments thereto insofar as such Registration Statement and such amendments relate to the Funds; and f) the Trust’s most recent prospectus effective Registration Statement; (iii) Copies of any distribution and/or shareholder servicing plans and agreements made in respect of the Trust or a Fund; (iv) A copy of the Trust’s organizational documents, as filed with the state in which the Trust is organized; (v) Audited annual statements and unaudited semi-annual statements of a Fund’s books and accounts prepared by the Trust; (vi) Copies (certified or authenticated where applicable) of any and all amendments or supplements to the foregoing; and (vii) Such other additional information as the Distributor may reasonably request. (b) The Trust agrees to advise the Distributor as soon as reasonably practical by a notice in writing delivered to the Distributor: (i) of any request by the SEC for amendments to the Registration Statement, Prospectus or Statement of Additional Information then in effect or for additional information; (ii) in the Funds (collectively called event of the “Prospectus”). During the term of this Agreement, the Adviser agrees to furnish the Sub-Adviser at its principal office all proxy statements, reports to shareholders, sales literature or other materials prepared for distribution to shareholders of each Fund, and Prospectus of each Fund, prior to the use thereof, and the Adviser shall not use any such materials if the Sub-Adviser reasonably objects in writing within five business days (or such other period as may be mutually agreed) after receipt thereof. The Sub-Adviser’s right to object to such materials is limited to the portions of such materials that expressly relate to the Sub-Adviser, its services and its clients. The Adviser agrees to use its reasonable best efforts to ensure that materials prepared by its employees or agents or its affiliates that refer to the Sub-Adviser or its clients in any way are consistent with those materials previously approved issuance by the Sub-Adviser as referenced SEC of any stop order suspending the effectiveness of the Registration Statement, Prospectus or Statement of Additional Information then in effect or the initiation by service of process on the Trust of any proceeding for that purpose; (iii) of the happening of any event that makes untrue any statement of a material fact made in the first sentence Registration Statement, Prospectus or Statement of Additional Information then in effect or that requires the making of a change in such Registration Statement, Prospectus or Statement of Additional Information in order to make the statements therein not misleading; and (iv) of all actions of the SEC with respect to any amendments to any Registration Statement, Prospectus or Statement of Additional Information which may from time to time be filed with the SEC. For purposes of this paragraph. The materials referenced in , informal requests by or acts of the first sentence staff of this paragraph will the SEC shall not be furnished to deemed actions of or requests by the Sub-Adviser by e-mail, first class or overnight mail, facsimile transmission equipment or hand deliverySEC.

Delivery of Documents. Adviser has furnished, or will furnish, to furnish Sub-Adviser with copies properly certified or authenticated of each of the following prior to the commencement of the Sub-Adviser’s services: a) the Trust’s Agreement and Declaration of Trust, as filed with the Secretary of State of The Commonwealth of Massachusetts on September 7June 1, 2011 1994, and all amendments thereto or restatements thereof (such Declaration, as presently in effect and as it shall from time to time be amended or restated, is herein called the “Declaration of Trust”); b) the Trust’s By-Laws and amendments thereto (together with the Declaration of Trust, the “Trust Documents”)thereto; c) resolutions of the Board of Trustees authorizing the appointment of Sub-Adviser and approving this Agreement; d) the Trust’s Notification of Registration on Form N-8A under the 1940 Act as filed with the Securities and Exchange Commission (the “SEC”)) and all amendments thereto; e) the Trust’s Registration Statement on Form N-1A under the Securities Act of 1933, as amended (“1933 Act”) and under the 1940 Act as filed with the SEC and all amendments thereto insofar as such Registration Statement and such amendments relate to the Funds; and f) the Trust’s most recent prospectus and Statement of Additional Information for the Funds (collectively called the “Prospectus”). During the term of this Agreement, the Adviser agrees to furnish the Sub-Adviser at its principal office all proxy statements, reports to shareholders, sales literature or other materials prepared for distribution to shareholders of each Fund, and Prospectus prospectus of each Fund, prior to the use thereof, and the Adviser shall not use any such materials if the Sub-Adviser reasonably objects in writing within five ten business days (or such other period as may be mutually agreed) after receipt thereof. The Sub-Adviser’s right to object to such materials is limited to the portions of such materials that expressly relate to the Sub-Adviser, its services services, its service marks and other indicia of source and its clients, which portions Adviser shall indicate to the Sub-Adviser when providing the materials. The Adviser agrees to use its reasonable best efforts to ensure that materials prepared by its employees or agents or its affiliates that refer to the Sub-Adviser or its clients in any way way, are consistent with those materials previously approved by the Sub-Adviser as referenced in the first sentence of this paragraph. The materials referenced in the first sentence of this paragraph will Sales literature may be furnished to the Sub-Adviser by e-mail, first class or overnight mail, facsimile transmission equipment or hand delivery. Adviser will furnish the Sub-Adviser with copies of all amendments of or supplements to the foregoing within a reasonable time before they become effective. Any amendments or supplements that impact the management of the Funds will not be deemed effective with respect to the Sub-Adviser until the Sub-Adviser’s approval thereof.

Delivery of Documents. Adviser has furnished, or will furnish, to Sub-Adviser copies properly certified or authenticated of each of the following prior to the commencement of the Sub-Adviser’s services: a) the Trust’s Agreement and Declaration of Trust, as filed with the Secretary of State of The Commonwealth of Massachusetts on September 7, 2011 and all amendments thereto or restatements thereof (such Declaration, as presently in effect and as it shall from time to time be amended or restated, is herein called the “Declaration of Trust”); b) the Trust’s By-Laws and amendments thereto (together with the Declaration of Trust, the “Trust Documents”); c) resolutions of the Board of Trustees authorizing the appointment of Sub-Adviser and approving this Agreement; d) the Trust’s Notification of Registration on Form N-8A under the 1940 Act as filed with the Securities and Exchange Commission (the “SEC”)) and any amendments thereto; e) the Trust’s Registration Statement on Form N-1A under the Securities Act of 1933, as amended (“1933 Act”) and under the 1940 Act as filed with the SEC and all amendments thereto insofar as such Registration Statement and such amendments relate to the Funds; and f) the Trust’s most recent prospectus and Statement of Additional Information for the Funds (collectively called the “Prospectus”). During the term of this Agreement, the Adviser agrees to furnish the Sub-Adviser at its principal office all proxy statements, reports to shareholders, sales literature or other materials prepared for distribution to shareholders of each Fund, and Prospectus of each Fund, prior to the use thereof, and the Adviser shall not use any such materials if the Sub-Adviser reasonably objects in writing within five business days (or such other period as may be mutually agreed) after receipt thereof. The Sub-Adviser’s right to object to such materials is limited to the portions of such materials that expressly relate to the Sub-Adviser, its services and its clients. The Adviser agrees to use its reasonable best efforts to ensure that materials prepared by its employees or agents 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 first sentence of this paragraph. The materials referenced in the first sentence of this paragraph will be furnished to the Sub-Adviser by e-mail, first class or overnight mail, facsimile transmission equipment or hand delivery.

Delivery of Documents. Adviser has furnished, or will furnish, to Sub-Adviser copies properly certified or authenticated of each of the following prior to the commencement of the Sub-Adviser’s services: a) the Trust’s Agreement and Declaration of Trust, as filed with the Secretary of State of The Commonwealth of Massachusetts on September 7June 1, 2011 1994, and all amendments thereto or restatements thereof (such Declaration, as presently in effect and as it shall from time to time be amended or restated, is herein called the “Declaration of Trust”); b) the Trust’s By-Laws and amendments thereto (together with the Declaration of Trust, the “Trust Documents”); c) resolutions of the Board of Trustees authorizing the appointment of Sub-Adviser and approving this Agreement; d) the Trust’s Notification of Registration on Form N-8A under the 1940 Act as filed with the Securities and Exchange Commission (the “SEC”); e) the Trust’s Registration Statement on Form N-1A under the Securities Act of 1933, as amended (“1933 Act”) and under the 1940 Act as filed with the SEC and all amendments thereto insofar as such Registration Statement and such amendments relate to the Funds; and f) the Trust’s most recent prospectus and Statement of Additional Information for the Funds (collectively called the “Prospectus”). During the term of this Agreement, the Adviser agrees to furnish the Sub-Adviser at its principal office all proxy statements, reports to shareholders, sales literature or other materials prepared for distribution to shareholders of each Fund, and Prospectus of each Fund, prior to the use thereof, and the Adviser shall not use any such materials if the Sub-Adviser reasonably objects in writing within five business days (or such other period as may be mutually agreed) after receipt thereof. The Sub-Adviser’s right to object to such materials is limited to the portions of such materials that expressly relate to the Sub-Adviser, its services and its clients. The Adviser agrees to use its reasonable best efforts to ensure that materials prepared by its employees or agents 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 first sentence of this paragraph. The materials referenced in the first sentence of this paragraph will be furnished to the Sub-Adviser by e-mail, first class or overnight mail, facsimile transmission equipment or hand delivery.

Delivery of Documents. Adviser a. The Fund has furnished, furnished or will furnish, furnish to the Sub-Adviser copies properly certified or authenticated of each of the following prior documents: i. the Declaration of the Trust as in effect on the date hereof; ii. the By-laws of the Trust in effect on the date hereof; iii. the resolutions of the Board approving the engagement of the Sub-Adviser and approving the form of this Agreement; iv. the Code of Ethics (as defined below) of the Fund as currently in effect; and v. current copies of the Fund’s Prospectus and Statement of Additional Information. The Fund shall furnish the Sub-Adviser from time to time with copies of all material amendments of or material supplements to the commencement foregoing, if any, within thirty (30) days of the time such materials became available to the Fund or the Trust. b. The Sub-Adviser has furnished or will furnish the Fund and the Investment Manager with copies of each of the following documents: i. the Sub-Adviser’s services: a) the Trust’s Agreement and Declaration of Trust, as filed with the Secretary of State of The Commonwealth of Massachusetts on September 7, 2011 and all amendments thereto or restatements thereof (such Declaration, as presently in effect and as it shall from time to time be amended or restated, is herein called the “Declaration of Trust”)most recent Form ADV; bii. the Code of Ethics (defined below) the Trust’s By-Laws and amendments thereto (together with the Declaration of Trust, the “Trust Documents”); c) resolutions of the Board of Trustees authorizing the appointment of Sub-Adviser and approving this Agreementas currently in effect; d) iii. any exemptive order granted to the Trust’s Notification of Registration on Form N-8A under the 1940 Act as filed with Sub-Adviser by the Securities and Exchange Commission (the “SEC”); e) the Trust’s Registration Statement on Form N-1A under the Securities Act of 1933, as amended (“1933 Act”) and under the 1940 Act as filed with the SEC and all amendments thereto insofar as such Registration Statement and such amendments relate to the Funds; and f) the Trust’s most recent prospectus and Statement of Additional Information for the Funds (collectively called the “Prospectus”). During the term of this Agreement, the Adviser agrees to furnish or any other regulatory body that will be relied upon by the Sub-Adviser at in connection with its principal office all proxy statements, reports services to shareholders, sales literature or other materials prepared for distribution the Fund; and iv. accurate copies of material provisions of the Sub-Adviser’s compliance manual that relate to shareholders of each Fundthe services Sub-Adviser provides hereunder, and Prospectus other reports, insurance policies, and such other management or operational documents as the Investment Manager may reasonably request in writing (on behalf of each Fund, prior itself or the Board) in assessing the Sub-Adviser. With respect to the use thereofother documents requested above, and the Adviser shall not use any such materials if the Sub-Adviser reasonably objects in writing shall furnish the Fund and the Investment Manager from time to time with copies of all material amendments of or material supplements to the foregoing, if any, within five business thirty (30) days (or such other period as may be mutually agreed) after receipt thereof. The Sub-Adviser’s right to object to of the time such materials is limited to the portions of such materials that expressly relate became available to the Sub-Adviser. Additionally, its services and its clients. The Adviser agrees to use its reasonable best efforts to ensure that materials prepared by its employees or agents 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 first sentence of this paragraph. The materials referenced in the first sentence of this paragraph will be furnished shall provide to the Sub-Adviser by e-mail, first class Fund and the Investment Manager such other documents relating to its services under this Agreement as the Fund or overnight mail, facsimile transmission equipment or hand deliverythe Investment Manager may reasonably request on a periodic basis.

Delivery of Documents. The Fund has furnished the Investment Adviser has furnished, or will furnish, to Sub-Adviser with copies properly certified or authenticated of each of the following prior to the commencement of the Sub-Adviser’s servicesdocuments: (a) the TrustFund’s Agreement Amended and Restated Declaration of Trust, as filed with the Secretary of State of The the Commonwealth of Massachusetts on September 7March 5, 2011 1999, and all amendments thereto or restatements thereof (such Declaration, as presently in effect and as it shall from time to time be amended or restated, is herein called the “Declaration of Trust”); (b) the TrustFund’s By-Laws Code of Regulations and amendments thereto (together with the Declaration of Trust, the “Trust Documents”)thereto; (c) resolutions of the Fund’s Board of Trustees authorizing the appointment of Sub-the Investment Adviser and approving this Agreement; (d) the TrustFund’s original Notification of Registration on Form N-8A under the 1940 Act as filed with the Securities and Exchange Commission (the “SEC”)) on February 20, 1985 and all amendments thereto; (e) the TrustFund’s current Registration Statement on Form N-1A under the Securities Act of 1933, as amended (“1933 Act”) ), and under the 1940 Act as filed with the SEC and all amendments thereto insofar as such Registration Statement and such amendments relate to the FundsSEC; and (f) the Trust’s Portfolios’ most recent prospectus prospectus(es) and Statement of Additional Information for the Funds (such prospectuses and Statement of Additional Information, as presently in effect, and all amendments and supplements thereto are herein collectively called the “Prospectus”). During The Fund will promptly provide copies of all amendments of or supplements to the term of this Agreementforegoing documents to the Investment Adviser. In addition, the Fund will furnish promptly the following documents to the Investment Adviser agrees to furnish upon their effectiveness: (a) any Certificate of Trust for JPMorgan Trust II filed with the Sub-Adviser at its principal office all proxy statements, reports to shareholders, sales literature or other materials prepared for distribution to shareholders Secretary of each FundState of the State of Delaware, and Prospectus all amendments thereto or restatements thereof; (b) any Declaration of each Fund, prior Trust for JPMorgan Trust II and all amendments thereto or restatements thereof (referred to herein as the use thereof, “New Declaration of Trust”); and (c) any by-laws for JPMorgan Trust II and the Adviser shall not use any such materials if the Sub-Adviser reasonably objects in writing within five business days (or such other period as may be mutually agreed) after receipt thereof. The Sub-Adviser’s right to object to such materials is limited to the portions of such materials that expressly relate to the Sub-Adviser, its services and its clients. The Adviser agrees to use its reasonable best efforts to ensure that materials prepared by its employees or agents 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 first sentence of this paragraph. The materials referenced in the first sentence of this paragraph will be furnished to the Sub-Adviser by e-mail, first class or overnight mail, facsimile transmission equipment or hand deliveryall amendments thereto.

Delivery of Documents. Adviser has furnished, or will furnish, to Sub-Adviser copies properly certified or authenticated of each of the following prior to the commencement of the Sub-Adviser’s services: a) the Trust’s Agreement and Declaration of Trust, as filed with the Secretary of State of The Commonwealth of Massachusetts on September 7June 1, 2011 1994 and all amendments thereto or restatements thereof (such Declaration, as presently in effect and as it shall from time to time be amended or restated, is herein called the “Declaration of Trust”); b) the Trust’s By-Laws and amendments thereto (together with the Declaration of Trust, the “Trust Documents”); c) resolutions of the Board of Trustees authorizing the appointment of Sub-Adviser and approving this Agreement; d) the Trust’s Notification of Registration on Form N-8A under the 1940 Act as filed with the Securities and Exchange Commission (the “SEC”); e) the Trust’s Registration Statement on Form N-1A under the Securities Act of 1933, as amended (“1933 Act”) and under the 1940 Act as filed with the SEC and all amendments thereto insofar as such Registration Statement and such amendments relate to the Funds; and f) the Trust’s most recent prospectus and Statement of Additional Information for the Funds (collectively called the “Prospectus”). During the term of this Agreement, the Adviser agrees to furnish the Sub-Adviser at its principal office all proxy statements, reports to shareholders, sales literature or other materials prepared for distribution to shareholders of each Fund, and Prospectus of each Fund, prior to the use thereof, and the Adviser shall not use any such materials if the Sub-Adviser reasonably objects in writing within five business days (or such other period as may be mutually agreed) after receipt thereof. The Sub-Adviser’s right to object to such materials is limited to the portions of such materials that expressly relate to the Sub-Adviser, its services and its clients. The Adviser agrees to use its reasonable best efforts to ensure that materials prepared by its employees or agents 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 first sentence of this paragraph. The materials referenced in the first sentence of this paragraph will be furnished to the Sub-Adviser by e-mail, first class or overnight mail, facsimile transmission equipment or hand delivery.

Delivery of Documents. Adviser has furnished, or will furnish, to Sub-Adviser copies properly certified or authenticated of each of the following prior to the commencement of the Sub-Adviser’s services: a) the Trust’s Agreement and Declaration of Trust, as filed with the Secretary of State of The Commonwealth of Massachusetts on September 7, 2011 2011, and all amendments thereto or restatements thereof (such Declaration, as presently in effect and as it shall from time to time be amended or restated, is herein called the “Declaration of Trust”); b) the Trust’s By-Laws and amendments thereto (together with the Declaration of Trust, the “Trust Documents”); c) resolutions of the Board of Trustees authorizing the appointment of Sub-Adviser and approving this Agreement; d) the Trust’s Notification of Registration on Form N-8A under the 1940 Act as filed with the Securities and Exchange Commission (the “SEC”); e) the Trust’s Registration Statement on Form N-1A under the Securities Act of 1933, as amended (“1933 Act”) and under the 1940 Act as filed with the SEC and all amendments thereto insofar as such Registration Statement and such amendments relate to the Funds; and f) the Trust’s most recent prospectus and Statement of Additional Information for the Funds (collectively called the “Prospectus”). During the term of this Agreement, the Adviser agrees to furnish the Sub-Adviser at its principal office all proxy statements, reports to shareholders, sales literature or other materials prepared for distribution to shareholders of each Fund, and Prospectus of each Fund, prior to the use thereof, and the Adviser shall not use any such materials if the Sub-Adviser reasonably objects in writing within five ten business days (or such other period as may be mutually agreed) after receipt thereof. The Sub-Adviser’s right to object to such materials is limited to the portions of such materials that expressly relate to the Sub-Adviser, its services and its clients. The Adviser agrees to use its reasonable best efforts to ensure that materials prepared by its employees or agents 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 first sentence of this paragraph. The materials referenced in the first sentence of this paragraph will be furnished to the Sub-Adviser by e-mail, first class or overnight mail, facsimile transmission equipment or hand delivery, and any of such materials that impact the Sub-Adviser’s management of the Funds will not be deemed effective with respective to the Sub-Adviser until the Sub-Adviser’s approval thereof, which such approval shall not be unreasonably withheld.

Delivery of Documents. Adviser has furnished, or will furnish, to furnish Sub-Adviser with copies properly certified or authenticated of each of the following prior to the commencement of the Sub-Adviser’s 's services: a) the Trust’s 's Agreement and Declaration of Trust, as filed with the Secretary of State of The Commonwealth of Massachusetts on September 7June 1, 2011 1994, and all amendments thereto or restatements thereof (such Declaration, as presently in effect and as it shall from time to time be amended or restated, is herein called the “"Declaration of Trust”"); b) the Trust’s 's By-Laws and amendments thereto (together with the Declaration of Trust, the “Trust Documents”)thereto; c) resolutions of the Trust's Board of Trustees authorizing the appointment of Sub-Adviser and approving this Agreement; d) the Trust’s 's Notification of Registration on Form N-8A under the 1940 Act as filed with the Securities and Exchange Commission (the “"SEC”)") and all amendments thereto; e) the Trust’s 's Registration Statement on Form N-1A under the Securities Act of 1933, as amended (“"1933 Act”") and under the 1940 Act as filed with the SEC and all amendments thereto insofar as such Registration Statement and such amendments relate to the Funds; and f) the Trust’s 's most recent prospectus and Statement of Additional Information for the Funds (collectively called the “"Prospectus”"). During the term of this Agreement, the Adviser agrees to furnish the Sub-Adviser at its principal office all proxy statements, reports to shareholders, sales literature or other materials prepared for distribution to shareholders of each Fund, and Prospectus prospects of each FundFund or the public that refer to the Fund 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 within five business days (or such other period as may be mutually agreed) after receipt thereof. The Sub-Adviser’s 's right to object to such materials is limited to the portions of such materials that expressly relate to the Sub-Adviser, its services and its clients. The Adviser agrees to use its reasonable best efforts to ensure that materials prepared by its employees or agents or its affiliates that refer to the Sub-Adviser or its clients in any way that have been furnished to the Sub-Adviser for its approval are consistent with those materials previously approved by the Sub-Adviser as referenced in the first sentence of this paragraph. The materials referenced in the first sentence of this paragraph will Sales literature may be furnished to the Sub-Adviser by e-mail, first class or overnight mail, facsimile transmission equipment or hand delivery. Adviser will furnish the Sub-Adviser with copies of all amendments of or supplements to the foregoing within a reasonable time before they become effective. Any amendments or supplements that impact the management of the Funds will not be deemed effective with respect to the Sub-Adviser until the Sub-Adviser's approval thereof. The Sub-Adviser agrees to permit the Adviser and the Trust to use its name in the names of the Funds and when referring to the Sub-Adviser. Upon termination of the Agreement with respect to any one Fund the Adviser will cause such Fund to cease to use the Sub-Adviser's name in the name of the Fund. Upon the termination of the Agreement with respect to all Funds, the Sub-Adviser shall cease and shall cause the Funds to cease all use of the name and marks of the Sub-Adviser and its affiliates.

Delivery of Documents. Adviser has furnished, or will furnish, to Sub-Adviser copies properly certified or authenticated of each of the following prior to the commencement of the Sub-Adviser’s services: a) the Trust’s Agreement and Declaration of Trust, as filed with the Secretary of State of The the Commonwealth of Massachusetts on September 7, 2011 2011, and all amendments thereto or restatements thereof (such Declaration, as presently in effect and as it shall from time to time be amended or restated, is herein called the “Declaration of Trust”); b) the Trust’s By-Laws and amendments thereto (together with the Declaration of Trust, the “Trust Documents”); c) resolutions of the Board of Trustees authorizing the appointment of Sub-Adviser and approving this Agreement; d) the Trust’s Notification of Registration on Form N-8A under the 1940 Act as filed with the Securities and Exchange Commission (the “SEC”); e) the Trust’s Registration Statement on Form N-1A under the Securities Act of 1933, as amended (“1933 Act”) and under the 1940 Act as filed with the SEC and all amendments thereto insofar as such Registration Statement and such amendments relate to the Funds; and f) the Trust’s most recent prospectus and Statement of Additional Information for the Funds (collectively called the “Prospectus”). During the term of this Agreement, the Adviser agrees to furnish the Sub-Adviser at its principal office all proxy statements, reports to shareholders, sales literature or other materials prepared for distribution to shareholders of each Fund, and Prospectus of each Fund, prior to the use thereof, and the Adviser shall not use any such materials if the Sub-Adviser reasonably objects in writing within five business days (or such other period as may be mutually agreed) after receipt thereof. The Sub-Adviser’s right to object to such materials is limited to the portions of such materials that expressly relate to the Sub-Adviser, its services and its clients. The Adviser agrees to use its reasonable best efforts to ensure that materials prepared by its employees or agents 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 first sentence of this paragraph. The materials referenced in the first sentence of this paragraph will be furnished to the Sub-Adviser by e-mail, first class or overnight mail, facsimile transmission equipment or hand delivery.

Delivery of Documents. Adviser a. The Fund has furnished, furnished or will furnish, furnish to the Sub-Adviser copies properly certified or authenticated of each of the following prior documents: i. the Agreement and Declaration of Trust of the Fund as in effect on the date hereof; ii. the By-Laws of the Fund in effect on the date hereof; iii. the resolutions of the Board approving the engagement of the Sub-Adviser as a sub-adviser for the Allocated Portion and approving the form of this Agreement; iv. the Code of Ethics (as defined below) of the Fund as currently in effect; and v. current copies of the Fund’s Prospectus and Statement of Additional Information. The Fund shall furnish the Sub-Adviser with copies of all material amendments of or material supplements to the commencement foregoing, if any, as soon as reasonably practicable. b. The Sub-Adviser has furnished or will furnish the Fund and the Investment Manager with copies of each of the following documents: i. the Sub-Adviser’s services: a) the Trust’s Agreement and Declaration of Trust, as filed with the Secretary of State of The Commonwealth of Massachusetts on September 7, 2011 and all amendments thereto or restatements thereof (such Declaration, as presently in effect and as it shall from time to time be amended or restated, is herein called the “Declaration of Trust”)most recent Form ADV; b) ii. the TrustSub-Adviser’s By-Laws and amendments thereto (together with the Declaration of Trust, the “Trust Documents”)most recent unaudited balance sheet; c) resolutions iii. separate lists of persons whom the Board of Trustees authorizing the appointment of Sub-Adviser wishes to have authorized to give written and/or oral instructions to the Custodian and approving this Agreementaccounting agent of the Fund’s assets; div. the Code of Ethics (defined below) of the TrustSub-Adviser as currently in effect; v. the Sub-Adviser’s Notification of Registration on Form N-8A under proxy voting policies as currently in effect; vi. the 1940 Act Sub-Adviser’s pricing and valuation procedures as filed with currently in effect; vii. any exemptive order granted to the Sub-Adviser by the Securities and Exchange Commission (the “SEC”); e) the Trust’s Registration Statement on Form N-1A under the Securities Act of 1933, as amended (“1933 Act”) and under the 1940 Act as filed with the SEC and all amendments thereto insofar as such Registration Statement and such amendments relate to the Funds; and f) the Trust’s most recent prospectus and Statement of Additional Information for the Funds (collectively called the “Prospectus”). During the term of this Agreement, the Adviser agrees to furnish or any other regulatory body that will be relied upon by the Sub-Adviser at in connection with its principal office all proxy statementsservices to the Fund; and viii. complete and accurate copies of any compliance manuals, reports to shareholderstrading, sales literature or commission and other materials prepared for distribution to shareholders of each Fundreports, insurance policies, and Prospectus such other management or operational documents as the Investment Manager may reasonably request in writing (on behalf of each Fund, prior to itself or the use thereof, and the Adviser shall not use any such materials if Board) in assessing the Sub-Adviser reasonably objects in writing within five business days (or such other period as may be mutually agreed) after receipt thereofAdviser. The Sub-Adviser’s right Adviser shall furnish the Fund and the Investment Manager from time to object to such materials is limited to the portions time with copies of such materials that expressly relate all amendments of or supplements to the Sub-Adviser’s pricing and valuation procedures within thirty (30) days of such amendments or supplements becoming effective. With respect to the other documents requested above, its services the Sub-Adviser shall furnish the Fund and its clients. The Adviser agrees the Investment Manager from time to use its reasonable best efforts time with copies of all material amendments of or material supplements to ensure that the foregoing, if any, within thirty (30) days of the time such materials prepared by its employees or agents or its affiliates that refer became available to the Sub-Adviser or its clients in any way are consistent with those materials previously approved by Adviser. Additionally, the Sub-Adviser as referenced in the first sentence of this paragraph. The materials referenced in the first sentence of this paragraph will be furnished shall provide to the Sub-Adviser by e-mail, first class Fund and the Investment Manager such other documents relating to its services under this Agreement as the Fund or overnight mail, facsimile transmission equipment or hand deliverythe Investment Manager may reasonably request from time to time.

Delivery of Documents. Adviser has furnished, or will furnish, to furnish Sub-Adviser with copies properly certified or authenticated of each of the following prior to the commencement of the Sub-Adviser’s services: a) the Trust’s Agreement and Declaration of Trust, as filed with the Secretary of State of The Commonwealth of Massachusetts on September 7June 1, 2011 1994, and all amendments thereto or restatements thereof (such Declaration, as presently in effect and as it shall from time to time be amended or restated, is herein called the “Declaration of Trust”); b) the Trust’s By-Laws and amendments thereto (together with the Declaration of Trust, the “Trust Documents”)thereto; c) resolutions of the Trust’s Board of Trustees authorizing the appointment of Sub-Adviser and approving this Agreement; d) the Trust’s Notification of Registration on Form N-8A under the 1940 Act as filed with the Securities and Exchange Commission (the “SEC”)) and all amendments thereto; e) the Trust’s Registration Statement on Form N-1A under the Securities Act of 1933, as amended (“1933 Act”) and under the 1940 Act as filed with the SEC and all amendments thereto insofar as such Registration Statement and such amendments relate to the Funds; and f) the Trust’s most recent prospectus and Statement of Additional Information for the Funds (collectively called the “Prospectus”). During the term of this Agreement, the Adviser agrees to furnish the Sub-Adviser at its principal office all proxy statements, reports to shareholders, sales literature or other materials prepared for distribution to shareholders of each Fund, and Prospectus prospectus of each Fund, prior to the use thereof, and the Adviser shall not use any such materials if the Sub-Adviser reasonably objects in writing within five business days (or such other period as may be mutually agreed) after receipt thereof. The Sub-Adviser’s right to object to such materials is limited to the portions of such materials that expressly relate to the Sub-Adviser, its services and its clients. The Adviser agrees to use its reasonable best efforts to ensure that materials prepared by its employees or agents 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 first sentence of this paragraph. The materials referenced in the first sentence of this paragraph will Sales literature may be furnished to the Sub-Adviser by e-mail, first class or overnight mail, facsimile transmission equipment or hand delivery. Adviser will furnish the Sub-Adviser with copies of all amendments of or supplements to the foregoing within a reasonable time before they become effective. Any amendments or supplements that impact the management of the Funds will not be deemed effective with respect to the Sub-Adviser until the Sub-Adviser’s approval thereof.

Delivery of Documents. The Adviser has furnished, or will furnish, to furnished the Sub-Adviser with copies properly certified or authenticated of each of the following prior to the commencement of the Sub-Adviser’s servicesdocuments: (a) the Trust’s 's Agreement and Declaration of Trust, as filed with the Secretary of State of The the Commonwealth of Massachusetts on September 7, 2011 and all amendments thereto or restatements thereof (such Declaration, as presently in effect Agreement and as it shall from time to time be amended or restated, is herein called the “Declaration of Trust”); b) the Trust’s By-Laws and amendments thereto (together with the Declaration of Trust, as in effect on the “Trust Documents”date of this Agreement and as amended from time to time, herein called the "Declaration of Trust"); (b) By-Laws of the Trust (such By-Laws, as in effect on the date of this Agreement and as amended from time to time, herein called the "By-Laws"); (c) the currently effective Prospectus and Statement of Additional Information of the Fund; (d) resolutions of the Board of Trustees of the Trust authorizing the appointment execution and deliver of Sub-Adviser the Advisory Agreement and approving this Agreement; d(e) the most recent amendments to the Trust’s Notification of Registration on Form N-8A under the 1940 Act 's registration statement as filed with the Securities and Exchange Commission (the “SEC”); e) the Trust’s Registration Statement on Form N-1A SEC under the Securities Act of 1933, as amended (“1933 Act”) and under the 1940 Act as most recent forms filed with the SEC and all amendments thereto insofar as such Registration Statement and such amendments relate for the Trust under the 1940 Act; (f) any order issued by the SEC or other regulatory authority applicable to the FundsTrust, the Fund or the Adviser; and f(g) any other written instructions, directions or policies of the Adviser or the Trust’s most recent prospectus and Statement 's Board of Additional Information for Trustees applicable to the Funds (collectively called the “Prospectus”)Sub-Adviser's duties hereunder. During the term of this Agreement, the The Adviser agrees will promptly furnish to furnish the Sub-Adviser at its principal office any and all proxy statements, reports to shareholders, sales literature amendments or other materials prepared for distribution changes to shareholders of each Fundthe documents specified in this Section 3, and Prospectus of each Fund, prior to the use thereof, and the Adviser shall not use any such materials if the Sub-Adviser reasonably objects in writing within five business days (shall not be charged with complying with any such document or such other period as may be mutually agreed) after receipt thereof. The Sub-Adviser’s right to object to such materials is limited to the portions of such materials that expressly relate amendment not so delivered to the Sub-Adviser, its services and its clients. The Adviser agrees to use its reasonable best efforts to ensure that materials prepared by its employees or agents or its affiliates that refer to unless the Sub-Adviser reasonably should have known the terms of such document or its clients in any way are consistent with those materials previously approved by the Sub-Adviser as referenced in the first sentence of this paragraph. The materials referenced in the first sentence of this paragraph will be furnished to the Sub-Adviser by e-mail, first class or overnight mail, facsimile transmission equipment or hand deliveryamendment.

Delivery of Documents. The Adviser has furnished, or will furnish, delivered to Sub-Adviser the Subadviser copies properly certified or authenticated of each of the following prior documents and will deliver to the commencement of the Sub-Adviser’s servicesit all future amendments and supplements, if any: (a) the Trust’s The Agreement and Declaration of Trust, as Trust filed with the Secretary of State of The Commonwealth of Massachusetts on September 7, 2011 and all amendments thereto or restatements thereof (such Declaration, as presently in effect and as it shall from time to time be amended or restated, is herein called the “Declaration of Trust”)Delaware; (b) the Trust’s The By-Laws and amendments thereto (together with of the Declaration of Trust, the “Trust Documents”); (c) resolutions of the Board of Trustees authorizing the appointment of Sub-Adviser and approving this Agreement; d) the Trust’s Notification of Registration on Form N-8A under the 1940 Act as filed with the Securities and Exchange Commission (the “SEC”); e) the Trust’s Registration Statement on Form N-1A under the Securities Act of 1933, as amended (“1933 Act”) and under the 1940 Act as filed with the SEC and all amendments thereto insofar as such Registration Statement and such amendments relate to the Funds; and f) the Trust’s most recent prospectus The Prospectus and Statement of Additional Information of the Trust as currently in effect; and (d) A list of affiliated brokers and underwriters for reporting transactions under applicable provisions of the Funds (collectively called Act. The Adviser will also deliver copies of any compliance or similar policies or procedures of the “Prospectus”)Trust or the Adviser relevant to the performance of the Subadviser’s duties under this Agreement. The Adviser will furnish the Subadviser from time to time with copies, properly certified or otherwise authenticated, of all amendments of or supplements to the foregoing, if any. Such amendments or supplements generally will be provided within 30 days of the time such materials became available to the Adviser and, until so provided, the Subadviser may continue to rely on those documents previously provided. During the term of this Agreement, the Adviser agrees also will furnish to furnish the Sub-Adviser at its principal office Subadviser prior to use thereof copies of all FEFA documents, proxy statements, reports to shareholders, sales literature literature, or other materials material prepared for distribution to shareholders of each Fundor the public that refer in any way to the Subadviser, and Prospectus of each Fund, prior to the use thereof, and the Adviser shall will not use any such materials material if the Sub-Adviser Subadviser reasonably objects in writing within five business days (or such other time period as may be mutually agreed) after receipt thereof. The SubHowever, the Adviser and the Subadviser may agree amongst themselves that certain of the above-Adviser’s right mentioned documents do not need to object to such materials is limited to the portions of such materials that expressly relate to the Sub-Adviser, its services and its clients. The Adviser agrees to use its reasonable best efforts to ensure that materials prepared by its employees or agents 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 first sentence of this paragraph. The materials referenced in the first sentence of this paragraph will be furnished to the Sub-Adviser by e-mail, first class or overnight mail, facsimile transmission equipment or hand deliverySubadviser prior to the document’s use.

Delivery of Documents. Adviser has furnished, or will furnish, to furnish Sub-Adviser with copies properly certified or authenticated of each of the following prior to the commencement of the Sub-Adviser’s 's services: a) the Trust’s 's Agreement and Declaration of Trust, as filed with the Secretary of State of The Commonwealth of Massachusetts on September 7June 1, 2011 1994, and all amendments thereto or restatements thereof (such Declaration, as presently in effect and as it shall from time to time be amended or restated, is herein called the “"Declaration of Trust”"); b) the Trust’s 's By-Laws and amendments thereto (together with the Declaration of Trust, the “Trust Documents”)thereto; c) resolutions of the Trust's Board of Trustees authorizing the appointment of Sub-Adviser and approving this Agreement; d) the Trust’s 's Notification of Registration on Form N-8A under the 1940 Act as filed with the Securities and Exchange Commission (the “"SEC”)") and all amendments thereto; e) the Trust’s 's Registration Statement on Form N-1A under the Securities Act of 1933, as amended (“"1933 Act”") and under the 1940 Act as filed with the SEC and all amendments thereto insofar as such Registration Statement and such amendments relate to the Funds; and f) the Trust’s 's most recent prospectus and Statement of Additional Information for the Funds (collectively called the “"Prospectus”"). During the term of this Agreement, the Adviser agrees to furnish the Sub-Adviser at its principal office the Prospectus and all proxy statements, reports to shareholders, sales literature or other materials prepared for distribution to shareholders of each Fund, and Prospectus prospects of each FundFund or the public that refer to the Fund 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 within five ten business days (or such other period as may be mutually agreed) after receipt thereof. The Sub-Adviser’s 's right to object to such materials is limited to the portions of such materials that expressly relate to the Sub-Adviser, its services and its clients. The Adviser agrees to use its reasonable best efforts to ensure that materials prepared by its employees or agents 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 first sentence of this paragraph. The materials referenced in the first sentence of this paragraph will Sales literature may be furnished to the Sub-Adviser by e-mail, first class or overnight mail, facsimile transmission equipment or hand delivery. Sub-Adviser represents that information it provides to the Adviser shall be accurate and materially complete in all respects, and the Adviser acknowledges that it shall be the Adviser's responsibility to ensure the adequacy of the form and content of any of the foregoing materials for the purposes of the 1940 Act or other applicable laws or regulations. If the Adviser or the Funds make any unauthorized use of, or reference to, the Sub-Adviser's name the Adviser acknowledges that the Sub-Adviser shall suffer irreparable harm for which monetary damages may not be completely adequate. Adviser will furnish the Sub-Adviser with copies of all amendments of or supplements to the foregoing within a reasonable time before they become effective. Any amendments or supplements that impact the management of the Funds will not be deemed effective with respect to the Sub-Adviser until the Sub-Adviser's approval thereof.

Delivery of Documents. Adviser has furnishedThe Owner Participant shall, except as noted below, have received executed counterparts of the following agreements, instruments, certificates or will furnishdocuments, and such counterparts (a) shall have been duly authorized, executed and delivered by the respective party or parties thereto, (b) shall be reasonably satisfactory in form and substance to Subthe Owner Participant and (c) shall be in full force and effect: (i) the Lease; (ii) Lease Supplement No. 1; (iii) the Tax Indemnity Agreement; (iv) the Trust Agreement; (v) the Guarantee Agreement; (vi) the Residual Value Guarantee Agreement; (vii) the Aircraft Purchase Agreement; (viii) the Embraer Warranty Assignment and Consent; (ix) the Engine Warranty Assignment and Consent; (x) the Bills of Sale; (xi) the broker's report and insurance certificates required by Section 9 of the Lease; (xii) an appraisal or appraisals from Avitas, which appraisal or appraisals shall be satisfactory in form and substance to Owner Participant; (xiii) (A) a copy of the Certificate of Incorporation and By-Adviser copies properly Laws of Lessee and resolutions of the board of directors of Lessee, in each case certified as of the Delivery Date, by the Secretary or authenticated an Assistant Secretary of Lessee, duly authorizing the execution, delivery and performance by Lessee of the Operative Agreements required to be executed and delivered by Lessee on or prior to the Delivery Date in accordance with the provisions hereof and thereof; (B) an incumbency certificate of Lessee and Trust Company as to the person or persons authorized to execute and deliver the relevant Operative Agreements on behalf of such party; and (C) a copy of the Certificate of Incorporation or Articles of Incorporation or Articles of Association and By-Laws and general authorizing resolutions of the boards of directors (or executive committees) or other satisfactory evidence of authorization of Trust Company, certified as of the Delivery Date by the Secretary or an Assistant Secretary of Trust Company, which authorize the execution, delivery and performance by Trust Company of each of the following prior Operative Agreements to which it is a party, together with such other documents and evidence with respect to it as Owner Participant may reasonably request in order to establish the consummation of the transactions contemplated by this Agreement and the taking of all corporate proceedings in connection therewith; (xiv) an Officer's Certificate of Lessee, dated as of the Delivery Date, stating that its representations and warranties set forth in this Agreement are true and correct as of the Delivery Date (or, to the commencement extent that any such representation and warranty expressly relates to an earlier date, true and correct as of the Sub-Adviser’s services: a) the Trust’s Agreement and Declaration of Trust, as filed with the Secretary of State of The Commonwealth of Massachusetts on September 7, 2011 and all amendments thereto or restatements thereof (such Declaration, as presently in effect and as it shall from time to time be amended or restated, is herein called the “Declaration of Trust”earlier date); b(xv) an Officer's Certificate of Trust Company, dated as of the Trust’s By-Laws Delivery Date, stating that its representations and amendments thereto warranties, in its individual capacity and as Owner Trustee, set forth in this Agreement are true and correct as of the Delivery Date (together with or, to the Declaration extent that any such representation and warranty expressly relates to an earlier date, true and correct as of Trust, the “Trust Documents”such earlier date); c(xvi) resolutions the following opinions of counsel, in each case dated the Delivery Date: (A) Xxxxxx Xxxxx, Principal and General Counsel of the Board Lessee substantially in the form of Trustees authorizing Exhibit A-1 hereto and addressed to the appointment Owner Participant and the Owner Trustee. (B) Fulbright & Xxxxxxxx, L.L.P. special counsel for the Lessee substantially in the form of Sub-Adviser Exhibit A-2 hereto addressed to the Owner Participant, the Owner Trustee and approving this Agreementthe Lessee; d(C) Ray, Xxxxxxx & Xxxxxxx, special counsel for the Owner Trustee substantially in the form of Exhibit A-3 hereto addressed to the Owner Participant and the Lessee; (D) Daugherty, Fowler, Peregrin & Xxxxxx, a Professional Corporation, special aviation counsel, substantially in the form of Exhibit A-4 hereto and addressed to the Owner Participant, the Owner Trustee and the Lessee; (E) special counsel for the Manufacturer, in a form reasonably acceptable to the Owner Participant and addressed to the Owner Participant, the Owner Trustee and the Lessee; (F) in the case of the Owner Participant only, Holland & Knight LLP, tax counsel to the Owner Participant, addressed to the Owner Participant, with respect to tax matters; (G) Holland & Knight LLP, special counsel for the Owner Participant, substantially in the forms of Exhibits A-5, addressed to the Lessee and the Owner Trustee; (H) Xxx Xxxxxx, Senior Vice President and Associate General Counsel to GE Capital Aviation Services, Inc., an Affiliate of the Owner Participant, substantially in the form of Exhibit A-6, addressed to the Lessee and the Owner Trustee; (I) Xxxxxx Xxxxx, General Counsel of Seller, in a form reasonably acceptable to the Owner Participant and addressed to the Owner Participant, the Owner Trustee and the Lessee; (J) Fulbright & Xxxxxxxx, L.L.P., relating to the Aircraft Purchase Agreement, in a form reasonably acceptable to the Owner Participant and addressed to the Owner Participant, the Owner Trustee and the Lessee; (xvii) the Trust’s Notification of Registration on Form N-8A under the 1940 Act as filed with the Securities Guarantee Agreement shall be in full force and Exchange Commission (the “SEC”); e) the Trust’s Registration Statement on Form N-1A under the Securities Act of 1933, as amended (“1933 Act”) and under the 1940 Act as filed with the SEC and all amendments thereto insofar as such Registration Statement and such amendments relate to the Fundseffect; and f(xviii) the Trust’s most recent prospectus Residual Value Guarantee Agreement shall be in full force and Statement of Additional Information for the Funds (collectively called the “Prospectus”). During the term of this Agreement, the Adviser agrees to furnish the Sub-Adviser at its principal office all proxy statements, reports to shareholders, sales literature or other materials prepared for distribution to shareholders of each Fund, and Prospectus of each Fund, prior to the use thereof, and the Adviser shall not use any such materials if the Sub-Adviser reasonably objects in writing within five business days (or such other period as may be mutually agreed) after receipt thereof. The Sub-Adviser’s right to object to such materials is limited to the portions of such materials that expressly relate to the Sub-Adviser, its services and its clients. The Adviser agrees to use its reasonable best efforts to ensure that materials prepared by its employees or agents 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 first sentence of this paragraph. The materials referenced in the first sentence of this paragraph will be furnished to the Sub-Adviser by e-mail, first class or overnight mail, facsimile transmission equipment or hand deliveryeffect.

Delivery of Documents. Adviser has furnished, or will furnish, to furnish Sub-Adviser with copies properly certified or authenticated of each of the following prior to the commencement of the Sub-Adviser’s 's services: a) the Trust’s 's Agreement and Declaration of Trust, as filed with the Secretary of State of The Commonwealth of Massachusetts on September 7July 28, 2011 2000, and all amendments thereto or restatements thereof (such Declaration, as presently in effect and as it shall from time to time be amended or restated, is herein called the “"Declaration of Trust”"); b) the Trust’s 's By-Laws and amendments thereto (together with the Declaration of Trust, the “Trust Documents”)thereto; c) resolutions of the Trust's Board of Trustees authorizing the appointment of Sub-Adviser and approving this Agreement; d) the Trust’s 's Notification of Registration on Form N-8A under the 1940 Act as filed with the Securities and Exchange Commission (the “"SEC”)") and all amendments thereto; e) the Trust’s 's Registration Statement on Form N-1A under the Securities Act of 1933, as amended (“"1933 Act”") and under the 1940 Act as filed with the SEC and all amendments thereto insofar as such Registration Statement and such amendments relate to the Funds; and f) the Trust’s 's most recent prospectus and Statement of Additional Information for the Funds (collectively called the “"Prospectus”"). During the term of this Agreement, the Adviser agrees to furnish the Sub-Adviser at its principal office all proxy statements, reports to shareholders, sales literature or other materials prepared for distribution to shareholders of each Fund, and Prospectus prospects of each FundFund or the public that refer to the Fund 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 within five business days (or such other period as may be mutually agreed) after receipt thereof. The Sub-Adviser’s 's right to object to such materials is limited to the portions of such materials that expressly relate to the Sub-Adviser, its services and its clients. The Adviser agrees to use its reasonable best efforts to ensure that materials prepared by its employees or agents 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 first sentence of this paragraph. The materials referenced in the first sentence of this paragraph will Sales literature may be furnished to the Sub-Adviser by e-mail, first class or overnight mail, facsimile transmission equipment or hand delivery. Adviser will furnish the Sub-Adviser with copies of all amendments of or supplements to the foregoing within a reasonable time before they become effective. Any amendments or supplements that impact the management of the Funds will not be deemed effective with respect to the Sub-Adviser until the Sub-Adviser's approval thereof.

Delivery of Documents. Adviser a. The Fund has furnished, furnished or will furnish, furnish to the Sub-Adviser copies properly certified or authenticated of each of the following prior documents: i. the Agreement and Declaration of Trust of the Fund as in effect on the date hereof; ii. the By-Laws of the Fund in effect on the date hereof; iii. the resolutions of the Board approving the engagement of the Sub-Adviser as a sub-adviser for the Allocated Portion and approving the form of this Agreement; iv. the Code of Ethics (as defined below) of the Fund as currently in effect; and v. current copies of the Fund’s Prospectus and Statement of Additional Information. The Fund shall furnish the Sub-Adviser from time to time with copies of all material amendments of or material supplements to the commencement foregoing, if any. b. The Sub-Adviser has furnished or will furnish the Fund and the Investment Manager with copies of each of the following documents: i. the Sub-Adviser’s services: a) the Trust’s Agreement and Declaration of Trust, as filed with the Secretary of State of The Commonwealth of Massachusetts on September 7, 2011 and all amendments thereto or restatements thereof (such Declaration, as presently in effect and as it shall from time to time be amended or restated, is herein called the “Declaration of Trust”)most recent Form ADV; b) ii. the Trustmost recent balance sheet for the Sub-Adviser’s By-Laws and amendments thereto (together with the Declaration of Trustparent, the “Trust Documents”)BlackRock, Inc.; c) resolutions iii. separate lists of persons whom the Board of Trustees authorizing the appointment of Sub-Adviser wishes to have authorized to give written and/or oral instructions to the Custodian and approving this Agreementaccounting agent of the Fund’s assets; div. the Code of Ethics (defined below) of the TrustSub-Adviser as currently in effect; v. the Sub-Adviser’s Notification of Registration on Form N-8A under proxy voting policies as currently in effect; vi. the 1940 Act Sub-Adviser’s pricing and valuation procedures as filed with currently in effect; vii. any exemptive order granted to the Sub-Adviser by the Securities and Exchange Commission (the “SEC”); e) the Trust’s Registration Statement on Form N-1A under the Securities Act of 1933, as amended (“1933 Act”) and under the 1940 Act as filed with the SEC and all amendments thereto insofar as such Registration Statement and such amendments relate to the Funds; and f) the Trust’s most recent prospectus and Statement of Additional Information for the Funds (collectively called the “Prospectus”). During the term of this Agreement, the Adviser agrees to furnish or any other regulatory body that will be relied upon by the Sub-Adviser at in connection with its principal office all proxy statements, reports to shareholders, sales literature or other materials prepared for distribution to shareholders of each Fund, and Prospectus of each Fund, prior services to the use thereofFund; and viii. complete and accurate copies of any applicable compliance manuals, and the Adviser shall not use any such materials if the Sub-Adviser reasonably objects in writing within five business days (or such other period as may be mutually agreed) after receipt thereof. The Sub-Adviser’s right to object to such materials is limited to the portions evidence of such materials that expressly relate to the Sub-Adviser, its services and its clients. The Adviser agrees to use its reasonable best efforts to ensure that materials prepared by its employees or agents or its affiliates that refer insurance policies providing coverage to the Sub-Adviser or its clients the Fund, and such other management or operational documents as the Investment Manager may reasonably request in any way are consistent writing (on behalf of itself or the Board) in assessing the Sub-Adviser. The Sub-Adviser shall furnish the Fund and the Investment Manager from time to time with those copies of all material amendments of or material supplements to the foregoing, if any, within one quarter after the time such materials previously approved by became available to the Sub-Adviser. Additionally, the Sub-Adviser shall provide to the Fund and the Investment Manager such other documents relating to its services under this Agreement as referenced in the first sentence Fund or the Investment Manager may reasonably request on a periodic basis. For purposes of this paragraph. The materials referenced in the first sentence of this paragraph will be furnished to Agreement, the Sub-Adviser Advisor’s obligation to deliver policies, procedures, regulatory or other compliance-related documents may be satisfied by emaking such documents available for review in the Sub-mail, first class or overnight mail, facsimile transmission equipment or hand deliveryAdviser’s New York office.

Delivery of Documents. Adviser The Company has furnishedfurnished the Subadviser with copies, or will furnish, to Sub-Adviser copies properly certified or authenticated otherwise authenticated, of each of the following prior following: (a) The Company's articles of incorporation ("Articles of Incorporation"); (b) By-Laws of the Company as in effect on the date hereof; (c) Resolutions of the Directors selecting the Subadviser as the investment subadviser to the commencement Fund and approving the form of this Agreement; (d) Resolutions of the Sub-Adviser’s services: a) Directors selecting the Trust’s Adviser as investment adviser to the Fund and approving the form of the Investment Advisory Agreement and Declaration resolutions adopted by the initial shareholder of Trustthe Fund approving the form of the Investment Advisory Agreement; (e) The Adviser's Investment Advisory Agreement; and (f) The Company's registration statement, as filed with including the Secretary Fund's prospectus and statement of State of additional information (collectively called the "Prospectus"). The Commonwealth of Massachusetts on September 7, 2011 and all amendments thereto or restatements thereof (such Declaration, as presently in effect and as it shall Adviser will furnish the Subadviser from time to time be amended with copies, properly certified or restatedotherwise authenticated, is herein called of all amendments of or supplements to the “Declaration of Trust”); b) foregoing, if any. The Adviser will also furnish the Trust’s By-Laws and amendments thereto (together Subadviser with the Declaration of Trust, the “Trust Documents”); c) resolutions copies of the Board of Trustees authorizing the appointment of Sub-Adviser and approving documents listed on Schedule 1 to this Agreement; d) , and shall promptly notify the Trust’s Notification Subadviser of Registration on any material change in any of the Fund's investment objectives, policies, limitations, guidelines or procedures set forth in any of the documents listed in Schedule 1. The Subadviser has furnished the Adviser with a copy of the Subadviser's approved list of securities for equity portfolios, its Form N-8A under the 1940 Act as ADV most recently filed with the Securities and Exchange Commission (Commission, the “SEC”); e) code of ethics established by the Trust’s Registration Statement on Form N-1A under the Securities Act Subadviser pursuant to Rule 17j-1 of 1933, as amended (“1933 Act”) and under the 1940 Act as filed with the SEC and all amendments thereto insofar as such Registration Statement and such amendments relate to the Funds; and f) the Trust’s most recent prospectus and Statement ("Subadviser's Code of Additional Information for the Funds (collectively called the “Prospectus”Ethics"). During the term of this Agreement, the Adviser agrees to furnish the Sub-Adviser at its principal office all proxy statements, reports to shareholders, sales literature or other materials prepared for distribution to shareholders of each Fund, and Prospectus of each Fund, prior to the use thereof, and the Subadviser's policies regarding allocation of securities among clients with common investment objectives, soft dollars and brokerage selection. The Subadviser will promptly furnish the Adviser shall not use with copies of any amendments to such materials if documents. The Subadviser will also provide Adviser with a list and specimen signatures of the Sub-parties who are authorized to act on behalf of the Subadviser and will promptly notify Adviser reasonably objects in writing within five business days (or such other period as may be mutually agreed) after receipt thereof. The Sub-Adviser’s right to object to such materials is limited to the portions of such materials that expressly relate to the Sub-Adviser, its services and its clients. The Adviser agrees to use its reasonable best efforts to ensure that materials prepared by its employees or agents 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 first sentence of this paragraph. The materials referenced in the first sentence of this paragraph will be furnished to the Sub-Adviser by e-mail, first class or overnight mail, facsimile transmission equipment or hand deliverychanges thereto.

Delivery of Documents. Adviser has furnishedThe Company and the Initial Member agree to execute and deliver to one another the following: (a) On the Closing Date, or will furnish, the Initial Member shall deliver such Transfer Documents executed by the Initial Member as the Initial Member elects to Sub-Adviser copies properly certified or authenticated of each deliver to the Company. (b) Subject to the provisions of the following LLC Operating Agreement, the Initial Member shall deliver the Notes and other Custodial Documents and Collateral Documents for each Asset to the Custodian as soon as is practicable after the Closing Date and shall deliver the Asset Files for such Asset to either the Company or the Servicer (as directed by the Company), in either case on or within a reasonable period of time after the Servicing Transfer Date with respect to such Asset. (c) (i) For any of the mortgages and/or other Collateral Documents securing the Assets that are registered on the MERS® System (collectively, the “MERS Registered Mortgages”), except as provided otherwise in this Section 3.1(c), the Company shall cause the MERS Registered Mortgages to be transferred on the MERS® System on or within a reasonable time after the Servicing Transfer Date with respect to the applicable Assets. To the extent the cost of transferring the MERS Registered Mortgages is a cost imposed by MERS on the transferor of an Asset, that cost shall be borne by the Initial Member. Otherwise, the costs imposed by MERS with respect to the transfer of the MERS Registered Mortgages shall be borne by the Company and all such costs shall constitute Pre-Approved Charges; provided, however, that any such expenses with respect to MERS Registered Mortgages as to which the Company has not initiated the transfer on the MERS® System (in cooperation with the applicable Existing Servicer during the period prior to the commencement applicable Servicing Transfer Date) within six months of the SubClosing Date shall not constitute Pre-Adviser’s services: a) Approved Charges and such charges shall be borne by the Trust’s Agreement and Declaration of Trust, as filed with Private Owner alone. The Company shall provide a report to the Secretary of State of The Commonwealth of Massachusetts on September 7, 2011 and all amendments thereto or restatements thereof (such Declaration, as presently in effect and as it shall from time to time be amended or restated, is herein called the “Declaration of Trust”); b) the Trust’s By-Laws and amendments thereto (together with the Declaration of TrustInitial Member, the “Trust Documents”); c) resolutions Advance Lender, the Purchase Money Notes Guarantor and the NGPMN Agent on the progress and status of the Board transfers on the MERS® System of Trustees authorizing the appointment of Sub-Adviser and approving this Agreement; d) the Trust’s Notification of Registration MERS Registered Mortgages on Form N-8A under the 1940 Act as filed with the Securities and Exchange Commission (the “SEC”); e) the Trust’s Registration Statement on Form N-1A under the Securities Act of 1933, as amended (“1933 Act”) and under the 1940 Act as filed with the SEC and all amendments thereto insofar as such Registration Statement and such amendments relate to the Funds; and f) the Trust’s most recent prospectus and Statement of Additional Information for the Funds (collectively called the “Prospectus”). During the term of this Agreement, the Adviser agrees to furnish the Sub-Adviser at its principal office all proxy statements, reports to shareholders, sales literature or other materials prepared for distribution to shareholders of each Fund, and Prospectus of each Fund, prior to the use thereof, and the Adviser shall not use any such materials if the Sub-Adviser reasonably objects in writing within five business days (or such other period as may be mutually agreed) after receipt thereof. The Sub-Adviser’s right to object to such materials is limited to the portions of such materials that expressly relate to the Sub-Adviser, its services and its clients. The Adviser agrees to use its reasonable best efforts to ensure that materials prepared by its employees or agents 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 first sentence day of this paragraph. The materials referenced in the seventh month following the Closing Date and again on the first sentence anniversary of this paragraph will be furnished to the Sub-Adviser by e-mail, first class or overnight mail, facsimile transmission equipment or hand deliveryClosing Date.

Delivery of Documents. Adviser has furnished, or will furnish, to Sub-Adviser copies properly certified or authenticated of each of the following prior to the commencement of the Sub-Adviser’s 's services: a) the Trust’s 's Agreement and Declaration of Trust, as filed with the Secretary of State of The Commonwealth of Massachusetts on September 7, 2011 and all amendments thereto or restatements thereof (such Declaration, as presently in effect and as it shall from time to time be amended or restated, is herein called the “"Declaration of Trust”"); b) the Trust’s 's By-Laws and amendments thereto (together with the Declaration of Trust, the “"Trust Documents”"); c) resolutions of the Board of Trustees authorizing the appointment of Sub-Adviser and approving this Agreement; d) the Trust’s 's Notification of Registration on Form N-8A under the 1940 Act as filed with the Securities and Exchange Commission (the “"SEC”"); e) the Trust’s 's Registration Statement on Form N-1A under the Securities Act of 1933, as amended (“"1933 Act”") and under the 1940 Act as filed with the SEC and all amendments thereto insofar as such Registration Statement and such amendments relate to the Funds; and f) the Trust’s 's most recent prospectus and Statement of Additional Information for the Funds (collectively called the “"Prospectus”"). During the term of this Agreement, the Adviser agrees to furnish the Sub-Adviser at its principal office all proxy statements, reports to shareholders, sales literature or other materials prepared for distribution to shareholders of each Fund, and Prospectus of each Fund, prior to the use thereof, and the Adviser shall not use any such materials if the Sub-Adviser reasonably objects in writing within five business days (or such other period as may be mutually agreed) after receipt thereof. The Sub-Adviser’s 's right to object to such materials is limited to the portions of such materials that expressly relate to the Sub-Adviser, its services and its clients. The Adviser agrees to use its reasonable best efforts to ensure that materials prepared by its employees or agents 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 first sentence of this paragraph. The materials referenced in the first sentence of this paragraph will be furnished to the Sub-Adviser by e-mail, first class or overnight mail, facsimile transmission equipment or hand delivery. Adviser will furnish the Sub-Adviser with copies of all amendments of or supplements to the foregoing within a reasonable time before they become effective. Any amendments or supplements that impact the Sub-Adviser's management of the Funds will not be deemed effective with respect to the Sub-Adviser until the Sub-Adviser's approval thereof, which such approval shall not be unreasonably withheld.

Delivery of Documents. Adviser The Trust has furnishedfurnished the Subadviser with copies, or will furnish, to Sub-Adviser copies properly certified or authenticated otherwise authenticated, of each of the following prior to the commencement of the Sub-Adviser’s servicesfollowing: (a) the The Trust’s Agreement and 's Declaration of Trust ("Declaration of Trust, "); (b) By-Laws of the Trust as filed with the Secretary of State of The Commonwealth of Massachusetts on September 7, 2011 and all amendments thereto or restatements thereof (such Declaration, as presently in effect on the date hereof; (c) Resolutions of the Trustees selecting the Subadviser as the investment subadviser to the Fund and approving the form of this Agreement; (d) Resolutions of the Trustees selecting the Adviser as it shall investment adviser to the Fund and approving the form of the Investment Advisory Agreement and resolutions adopted by the initial shareholder of the Fund approving the form of the Investment Advisory Agreement; (e) The Adviser's Investment Advisory Agreement; (f) The Trust's registration statement, including the Fund's prospectus and statement of additional information (collectively called the "Prospectus"); and (g) The Adviser's Proxy Voting Policy. The Adviser will furnish the Subadviser from time to time be amended with copies, properly certified or restatedotherwise authenticated, is herein called of all amendments of or supplements to the “Declaration of Trust”); b) foregoing, if any. The Adviser will also furnish the Trust’s By-Laws and amendments thereto (together Subadviser with the Declaration of Trust, the “Trust Documents”); c) resolutions copies of the Board of Trustees authorizing the appointment of Sub-Adviser and approving documents listed on Schedule 1 to this Agreement; d) , and shall promptly notify the Trust’s Notification Subadviser of Registration on any material change in any of the Fund's investment objectives, policies, limitations, guidelines or procedures set forth in any of the documents listed in Schedule 1. The Subadviser has furnished the Adviser with a copy of the Subadviser's Form N-8A under the 1940 Act as ADV most recently filed with the Securities and Exchange Commission Commission, (which Form ADV includes a description of the “SEC”); e) the Trust’s Registration Statement on Form N-1A under the Securities Act Subadviser's policies regarding allocation of 1933securities among clients with common investment objectives, as amended (“1933 Act”soft dollars and brokerage selection) and the code of ethics established by the Subadviser pursuant to Rule 17j-1 under the 1940 Act as filed ("Subadviser's Code of Ethics"). The Subadviser will promptly furnish the Adviser with copies of any amendments to such documents. The Subadviser will also provide the Adviser with the SEC Subadviser's approved list of securities for equity portfolios and all amendments any updates or revisions thereto insofar as such Registration Statement at least monthly. The Subadviser will also provide Adviser and such amendments relate to the Funds; and f) the Trust’s most recent prospectus 's designated agents with a list and Statement specimen signatures of Additional Information for the Funds (collectively called parties who are authorized to act on behalf of the “Prospectus”). During the term of this Agreement, the Subadviser and will promptly notify Adviser agrees to furnish the Sub-Adviser at its principal office all proxy statements, reports to shareholders, sales literature or other materials prepared for distribution to shareholders of each Fund, and Prospectus of each Fund, prior to the use thereof, and the Adviser shall not use any such materials if the Sub-Adviser reasonably objects in writing within five business days (or such other period as may be mutually agreed) after receipt thereof. The Sub-Adviser’s right to object to such materials is limited to the portions of such materials that expressly relate to the Sub-Adviser, its services and its clients. The Adviser agrees to use its reasonable best efforts to ensure that materials prepared by its employees or agents 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 first sentence of this paragraph. The materials referenced in the first sentence of this paragraph will be furnished to the Sub-Adviser by e-mail, first class or overnight mail, facsimile transmission equipment or hand deliverychanges thereto.

Delivery of Documents. The Adviser has furnished, or will furnish, to furnish the Sub-Adviser with copies properly certified or authenticated of each of the following prior to the commencement of the Sub-Adviser’s 's services: a) the Trust’s 's Agreement and Declaration of Trust, as filed with the Secretary of State of The Commonwealth of Massachusetts on September 7June 1, 2011 1994, and all amendments thereto or restatements thereof (such Declaration, as presently in effect and as it shall from time to time be amended or restated, is herein called the “"Declaration of Trust”"); b) the Trust’s 's By-Laws and amendments thereto (together with the Declaration of Trust, the “Trust Documents”)thereto; c) resolutions of the Board of Trustees authorizing the appointment of the Sub-Adviser and approving this Agreement; d) the Trust’s 's Notification of Registration on Form N-8A under the 1940 Act as filed with the Securities and Exchange Commission (the “"SEC”)") and all amendments thereto; e) the Trust’s 's Registration Statement on Form N-1A under the Securities Act of 1933, as amended (“"1933 Act”") and under the 1940 Act as filed with the SEC and all amendments thereto insofar as such Registration Statement and such amendments relate to the Funds; and f) the Trust’s 's most recent prospectus and Statement of Additional Information for the Funds (collectively called the “"Prospectus”"). During the term of this Agreement, the Adviser agrees to furnish the Sub-Adviser at its principal office all prospectuses, Statements of Additional Information, proxy statements, reports to shareholders, sales literature or other materials prepared for distribution to shareholders of each Fund, and Prospectus of each Fund, prior to the use thereof, and the Adviser shall not use any such materials if the Sub-Adviser reasonably objects in writing within five ten business days (or such other period as may be mutually agreed) after receipt thereof. The Sub-Adviser’s 's right to object to such materials is limited to the portions of such materials that expressly relate to the Sub-Adviser, its services and its clients. The Adviser agrees to use its reasonable best efforts to ensure that materials prepared by its employees or agents 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 first sentence of this paragraph. The materials referenced in the first sentence of this paragraph will Sales literature may be furnished to the Sub-Adviser by e-mail, first class or overnight mail, facsimile transmission equipment or hand delivery. The Adviser will furnish the Sub-Adviser with copies of all amendments of or supplements to the documents identified in the immediately preceding paragraph that relate specifically to the Sub-Adviser or a Fund that it provides sub-advisory services to, within a reasonable time prior to use thereof. Any amendments or supplements that impact the management of the Funds will not be deemed effective with respect to the Sub-Adviser until the Sub-Adviser's approval thereof.

Delivery of Documents. Adviser The Trust has furnished, or will furnish, to Sub-Adviser furnished The Custodian with copies properly certified or authenticated of each of the following prior to the commencement following: (a) Resolutions of the Sub-Adviser’s services:Trust's Board of Trustees authorizing the appointment of the Custodian as custodian of the securities, cash and other property of each Fund of the Trust and approving this Agreement; a(b) Incumbency and signature certificates identifying and containing the signatures of the Trust’s Agreement and Declaration of Trust's officers and/or the persons authorized to sign Proper Instructions, as hereinafter defined, on behalf of the Trust; (c) The Trust's Certificate of Trust filed with the Secretary of State of The Commonwealth the State of Massachusetts on September 7, 2011 Delaware and all amendments thereto or restatements thereof the Trust's Trust Instrument is filed with the Secretary of the Trust (such DeclarationCertificate of Trust and Trust Instrument, as presently currently in effect and as it they shall from time to time be amended or restatedamended, is are herein together called the "Certificate"); (d) The Trust's Bylaws and all amendments thereto (such Bylaws, as currently in effect and as they shall from time to time be amended, are herein called the “Declaration of Trust”"Bylaws"); b(e) Resolutions of the Trust’s By-Laws and amendments thereto (together with the Declaration of Trust, the “Trust Documents”); c) resolutions of the 's Board of Trustees authorizing and/or the appointment Trust's shareholders approving the Investment Advisory Agreements between the Trust on behalf of Sub-Adviser various Funds and approving this AgreementKey Asset Management Inc. dated August 28, 1998; d(f) The Administration Agreement between the Trust and BISYS Fund Services Limited Partnership ("BISYS") dated October 16, 1998; (g) The Distribution Agreement between the Trust and BISYS dated October 16, 1998; (h) The Trust’s Notification of 's current Registration Statement on Form N-8A N-1A under the 1940 Act and the Securities Act of 1933, as amended ("the Securities Act") as filed with the Securities and Exchange Commission ("SEC"); and (i) The Trust's most recent prospectuses including all amendments and supplements thereto (the “SEC”"Prospectus"); e. The Trust will furnish the Custodian from time to time with copies of all amendments of or supplements to the foregoing, if any. The Trust will also furnish the Custodian with a copy of the opinion of counsel for the Trust with respect to the validity of the statements issued by the Trust ("Shares") and the Trust’s Registration Statement on Form N-1A status of such Shares under the Securities Act of 1933, as amended (“1933 Act”) and under the 1940 Act as filed with the SEC and all amendments thereto insofar as such Registration Statement and such amendments relate to the Funds; and f) the Trust’s most recent prospectus and Statement of Additional Information for the Funds (collectively called the “Prospectus”). During the term of this Agreement, the Adviser agrees to furnish the Sub-Adviser at its principal office all proxy statements, reports to shareholders, sales literature or other materials prepared for distribution to shareholders of each FundSEC, and Prospectus of each Fund, prior to the use thereof, and the Adviser shall not use any such materials if the Sub-Adviser reasonably objects in writing within five business days (other applicable federal law or such other period as may be mutually agreed) after receipt thereof. The Sub-Adviser’s right to object to such materials is limited to the portions of such materials that expressly relate to the Sub-Adviser, its services and its clients. The Adviser agrees to use its reasonable best efforts to ensure that materials prepared by its employees or agents 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 first sentence of this paragraph. The materials referenced in the first sentence of this paragraph will be furnished to the Sub-Adviser by e-mail, first class or overnight mail, facsimile transmission equipment or hand deliveryregulation.

Delivery of Documents. The Adviser has furnished, or will furnish, to furnished the Sub-Adviser with copies properly certified or authenticated of each of the following prior to the commencement of the Sub-Adviser’s servicesdocuments: (a) the The Trust’s 's Agreement and Declaration of Trust, as filed with the Secretary of State of The the Commonwealth of Massachusetts on September 7, 2011 and all amendments thereto or restatements thereof (such Declaration, as presently in effect Agreement and as it shall from time to time be amended or restated, is herein called the “Declaration of Trust”); b) the Trust’s By-Laws and amendments thereto (together with the Declaration of Trust, as in effect on the “Trust Documents”date of this Agreement and as amended from time to time, herein called the "Declaration of Trust"); (b) By-Laws of the Trust (such By-Laws, as in effect on the date of this Agreement and as amended from time to time, are herein called the "By-Laws"); (c) resolutions Prospectus(es) of the Board of Trustees authorizing Portfolio. The Adviser shall furnish the appointment of Sub-Adviser with copies of any revisions or supplements to the documents specified in this Section 3 at, or, if practicable, before the time the revisions or supplements become effective. No revisions shall be made nor supplements issued regarding the Portfolio or the Sub-Adviser without the prior review and approving this Agreement; d) approval of the Sub-Adviser. No written materials naming or relating to the Sub-Adviser, its employees or its affiliated companies, other than materials provided or approved by the Sub-Adviser, shall be used by the Adviser, the Trust or their affiliates in offering or marketing shares of the Trust’s Notification of Registration on Form N-8A under the 1940 Act as filed with the Securities and Exchange Commission (the “SEC”); e) the Trust’s Registration Statement on Form N-1A under the Securities Act of 1933, as amended (“1933 Act”) and under the 1940 Act as filed with the SEC and all amendments thereto insofar as such Registration Statement and such amendments relate to the Funds; and f) the Trust’s most recent prospectus and Statement of Additional Information for the Funds (collectively called the “Prospectus”). During the term of this Agreement, the The Adviser agrees to furnish the Sub-Adviser at its principal office all proxy statements, reports to shareholders, sales literature with any materials or other materials prepared for distribution to shareholders of each Fund, and Prospectus of each Fund, prior to the use thereof, and the Adviser shall not use any such materials if information which the Sub-Adviser may reasonably objects in writing within five business days (or such other period as may be mutually agreed) after receipt thereofrequest to enable it to perform its functions under this Agreement. The Sub-Adviser’s right to object to such materials is limited to Adviser has furnished the portions Adviser with a copy of such materials that expressly relate to the Sub-Adviser, Part II of its services and its clients. The Adviser agrees to use its reasonable best efforts to ensure that materials prepared by its employees or agents 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 first sentence of this paragraph. The materials referenced in the first sentence of this paragraph will be furnished to the Sub-Adviser by e-mail, first class or overnight mail, facsimile transmission equipment or hand deliverycurrent Form ADV.

Delivery of Documents. Adviser The Company has furnishedfurnished the Subadviser with copies, or will furnish, to Sub-Adviser copies properly certified or authenticated otherwise authenticated, of each of the following prior following: (a) The Company's articles of incorporation ("Articles of Incorporation"); (b) By-Laws of the Company as in effect on the date hereof; (c) Resolutions of the Directors selecting the Subadviser as the investment subadviser to the commencement Fund and approving the form of this Agreement; (d) Resolutions of the Sub-Adviser’s services: a) Directors selecting the Trust’s Adviser as investment adviser to the Fund and approving the form of the Investment Advisory Agreement and Declaration resolutions adopted by the initial shareholder of Trustthe Fund approving the form of the Investment Advisory Agreement; (e) The Adviser's Investment Advisory Agreement; (f) Commitments, as filed with limitations and undertakings made by the Secretary Company to state "blue sky" authorities for the purpose of State qualifying shares of the Fund for sale in such states; and (g) The Commonwealth Company's registration statement, including the Fund's prospectus and statement of Massachusetts on September 7, 2011 and all amendments thereto or restatements thereof additional information (such Declaration, as presently in effect and as it shall collectively called the "Prospectus"). The Adviser will furnish the Subadviser from time to time be amended with copies, properly certified or restatedotherwise authenticated, is herein called of all amendments of or supplements to the “Declaration of Trust”); b) foregoing, if any. The Adviser will also furnish the Trust’s By-Laws and amendments thereto (together Subadviser with the Declaration of Trust, the “Trust Documents”); c) resolutions copies of the Board of Trustees authorizing the appointment of Sub-Adviser and approving documents listed on Schedule 1 to this Agreement; d) , and shall promptly notify the Trust’s Notification Subadviser of Registration on any material change in any of the Fund's investment objectives, policies, limitations, guidelines or procedures set forth in any of the documents listed in Schedule 1. The Subadviser has furnished the Adviser with a copy of the Subadviser's Form N-8A under the 1940 Act as ADV most recently filed with the Securities and Exchange Commission Commission, (which Form ADV includes a description of the “SEC”); e) the Trust’s Registration Statement on Form N-1A under the Securities Act Subadviser's policies regarding allocation of 1933securities among clients with common investment objectives, as amended (“1933 Act”soft dollars and brokerage selection) and under the code of ethics established by the Subadviser pursuant to Rule 17j-1 of the 1940 Act as filed ("Subadviser's Code of Ethics"). The Subadviser will promptly furnish the Adviser with copies of any amendments to such documents. The Subadviser will also provide the Adviser with the SEC Subadviser's approved list of securities for equity portfolios and all amendments any updates or revisions thereto insofar as such Registration Statement at least monthly. The Subadviser will also provide Adviser with a list and such amendments relate specimen signatures of the parties who are authorized to act on behalf of the Funds; and f) the Trust’s most recent prospectus Subadviser and Statement of Additional Information for the Funds (collectively called the “Prospectus”). During the term of this Agreement, the will promptly notify Adviser agrees to furnish the Sub-Adviser at its principal office all proxy statements, reports to shareholders, sales literature or other materials prepared for distribution to shareholders of each Fund, and Prospectus of each Fund, prior to the use thereof, and the Adviser shall not use any such materials if the Sub-Adviser reasonably objects in writing within five business days (or such other period as may be mutually agreed) after receipt thereof. The Sub-Adviser’s right to object to such materials is limited to the portions of such materials that expressly relate to the Sub-Adviser, its services and its clients. The Adviser agrees to use its reasonable best efforts to ensure that materials prepared by its employees or agents 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 first sentence of this paragraph. The materials referenced in the first sentence of this paragraph will be furnished to the Sub-Adviser by e-mail, first class or overnight mail, facsimile transmission equipment or hand deliverychanges thereto.

Delivery of Documents. Adviser has furnishedThe Trust will promptly furnish to EIM such copies, or will furnish, to Sub-Adviser copies properly certified or authenticated authenticated, of each contracts, documents and other related information, other than confidential documents or information, that EIM may reasonably request or require to properly discharge its duties. Such documents may include, but are not limited to, the following: (a) Resolutions of the following prior Board authorizing the appointment of EIM to provide certain services to the commencement of the Sub-Adviser’s services:Trust and approving this Agreement; a(b) the The Trust’s Agreement and Declaration of Trust, as filed with the Secretary of State of The Commonwealth of Massachusetts on September 7, 2011 and all amendments thereto or restatements thereof (such Declaration, as presently in effect and as it shall from time to time be amended or restated, is herein called the “Declaration of Trust”); b(c) the The Trust’s By-Laws and amendments thereto (together with the Declaration of Trust, the “Trust Documents”)Laws; c) resolutions of the Board of Trustees authorizing the appointment of Sub-Adviser and approving this Agreement; (d) the The Trust’s Notification of Registration on Form N-8A under the 1940 Act as filed with SEC; (e) The Trust’s Registration Statement including exhibits and any amendments, as filed with the Securities SEC; (f) Copies of the Investment Advisory Agreement between the Trust and Exchange Commission EIM as the Investment Adviser to the Trust (the “SECAdvisory Agreement”); e(g) Copies of each of the Investment Sub-Advisory Agreements between the Adviser and any investment sub-advisers; (h) Copies of relevant Trust policies and procedures adopted by the Board; (i) Opinions of counsel and auditors’ reports; (j) The Trust’s Registration Statement on Form N-1A under the Securities Act prospectus(es) and statement(s) of 1933additional information relating to all series, portfolios and classes, as amended (“1933 Act”) and under the 1940 Act as filed with the SEC applicable, and all amendments and supplements thereto insofar (such prospectus(es) and statement(s) of additional information and supplements thereto, as such Registration Statement presently in effect and such amendments relate as from time to time hereafter amended and supplemented, herein called the Funds“Prospectuses”); and f(k) Such other material agreements as the Trust’s most recent prospectus Trust may enter into from time to time including, but not limited to, securities lending agreements, futures and Statement of Additional Information for the Funds (collectively called the “Prospectus”). During the term of this Agreementcommodities account agreements, the Adviser agrees to furnish the Sub-Adviser at its principal office all proxy statements, reports to shareholders, sales literature or other materials prepared for distribution to shareholders of each Fund, brokerage agreements and Prospectus of each Fund, prior to the use thereof, and the Adviser shall not use any such materials if the Sub-Adviser reasonably objects in writing within five business days (or such other period as may be mutually agreed) after receipt thereof. The Sub-Adviser’s right to object to such materials is limited to the portions of such materials that expressly relate to the Sub-Adviser, its services and its clients. The Adviser agrees to use its reasonable best efforts to ensure that materials prepared by its employees or agents 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 first sentence of this paragraph. The materials referenced in the first sentence of this paragraph will be furnished to the Sub-Adviser by e-mail, first class or overnight mail, facsimile transmission equipment or hand deliveryoptions agreements.

Delivery of Documents. (a) The Adviser has furnished, furnished or will furnish, furnish to the Sub-Adviser adviser copies properly certified or authenticated of each of the following prior to documents: (i) the commencement Declaration of the Trust as in effect on the date hereof; (ii) the By-laws of the Trust in effect on the date hereof; (iii) the resolutions of the Board approving the engagement of the Sub-Adviser’s services:adviser as a sub-adviser for the Allocated Portion and approving the form of this Agreement; a(iv) the TrustAdvisory Agreement; (v) the Code of Ethics of the Trust and of the Adviser as currently in effect; and (vi) current copies of the Fund’s Agreement Prospectus and Declaration Statement of Trust, as filed with Additional Information. The Adviser shall furnish the Secretary of State of The Commonwealth of Massachusetts on September 7, 2011 and all amendments thereto or restatements thereof (such Declaration, as presently in effect and as it shall Sub-adviser from time to time be amended with copies of all material amendments of or restatedmaterial supplements to the foregoing, is herein called if any. (b) The Sub-adviser has furnished or will furnish the “Declaration Adviser with copies of Trust”)each of the following documents: (i) the Sub-adviser's most recent registration statement on Form ADV; b(ii) the TrustSub-adviser’s By-Laws and amendments thereto (together with the Declaration of Trust, the “Trust Documents”)most recent balance sheet; c(iii) resolutions separate lists of persons whom the Sub-adviser wishes to have authorized to give written and/or oral instructions to the custodian (the "Custodian") and accounting agent of the Board Fund's assets; (iv) the Code of Trustees authorizing Ethics (defined below) of the appointment of Sub-Adviser and approving this Agreementadviser as currently in effect; d(v) the TrustSub-adviser’s Notification of Registration on Form N-8A under the 1940 Act proxy voting policies as filed with the Securities and Exchange Commission (the “SEC”); e) the Trust’s Registration Statement on Form N-1A under the Securities Act of 1933, as amended (“1933 Act”) and under the 1940 Act as filed with the SEC and all amendments thereto insofar as such Registration Statement and such amendments relate to the Fundscurrently in effect; and f(vi) the Trust’s most recent prospectus complete and Statement accurate copies of Additional Information for the Funds (collectively called the “Prospectus”). During the term of this Agreementany compliance manuals, trading, commission and other reports, insurance policies, and such other management or operational documents as the Adviser agrees to furnish may reasonably request in writing (on behalf of itself or the Board) in assessing the Sub-Adviser at its principal office all proxy statements, reports to shareholders, sales literature or other materials prepared for distribution to shareholders of each Fund, and Prospectus of each Fund, prior to the use thereof, and the Adviser shall not use any such materials if the Sub-Adviser reasonably objects in writing within five business days (or such other period as may be mutually agreed) after receipt thereofadviser. The Sub-Adviser’s right adviser shall furnish the Adviser from time to object time with copies of all material amendments of or material supplements to the foregoing, if any. Additionally, the Sub-adviser shall provide to the Adviser such other documents relating to its services under this Agreement as the Adviser may reasonably request on a periodic basis. Such amendments or supplements shall be provided within thirty (30) days of the time such materials is limited to the portions of such materials that expressly relate became available to the Sub-Adviser, its services and its clients. The Adviser agrees to use its reasonable best efforts to ensure that materials prepared by its employees or agents 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 first sentence of this paragraph. The materials referenced in the first sentence of this paragraph will be furnished to the Sub-Adviser by e-mail, first class or overnight mail, facsimile transmission equipment or hand deliveryadviser.

Delivery of Documents. Adviser has furnished, or will furnish, to furnish Sub-Adviser with copies properly certified or authenticated of each of the following prior to the commencement of the Sub-Adviser’s services: a) the Trust’s Agreement and Declaration of Trust, as filed with the Secretary of State of The Commonwealth of Massachusetts on September 7June 1, 2011 1994, and all amendments thereto or restatements thereof (such Declaration, as presently in effect and as it shall from time to time be amended or restated, is herein called the “Declaration of Trust”); b) the Trust’s By-Laws and amendments thereto (together with the Declaration of Trust, the “Trust Documents”)thereto; c) resolutions of the Board of Trustees authorizing the appointment of Sub-Adviser and approving this Agreement; d) the Trust’s Notification of Registration on Form N-8A under the 1940 Act as filed with the Securities and Exchange Commission (the “SEC”); e) the Trust’s Registration Statement on Form N-1A under the Securities Act of 1933, as amended (“1933 Act”) and under the 1940 Act as filed with the SEC and all amendments thereto insofar as such Registration Statement and such amendments relate to the Funds; and f) the Trust’s most recent prospectus and Statement of Additional Information for the Funds (collectively called the “Prospectus”). During the term of this Agreement, the Adviser agrees to furnish the Sub-Adviser at its principal office all proxy statements, reports to shareholders, sales literature or other materials prepared for distribution to shareholders of each Fund, and Prospectus prospectus of each Fund, prior to the use thereof, and the Adviser shall not use any such materials if the Sub-Adviser reasonably objects in writing within five business days (or such other period as may be mutually agreed) after receipt thereof. The Sub-Adviser’s right to object to such materials is limited to the portions of such materials that expressly relate to the Sub-Adviser, its services and its clients. The Adviser agrees to use its reasonable best efforts to ensure that materials prepared by its employees or agents 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 first sentence of this paragraph. The materials referenced in the first sentence of this paragraph will Sales literature may be furnished to the Sub-Adviser by e-mail, first class or overnight mail, facsimile transmission equipment or hand delivery. Adviser will furnish the Sub-Adviser with copies of all amendments of or supplements to the foregoing that relate specifically to the Sub-Adviser or a Fund that it provides sub-advisory services to, within a reasonable time before they become effective. Any amendments or supplements that impact the management of the Funds will not be deemed effective with respect to the Sub-Adviser until the Sub-Adviser’s approval thereof.

Delivery of Documents. Adviser has furnishedThe Trust will promptly furnish to EIM such copies, or will furnish, to Sub-Adviser copies properly certified or authenticated authenticated, of each contracts, documents and other related information, other than confidential documents or information, that EIM may reasonably request or require to properly discharge its duties. Such documents may include, but are not limited to, the following: (a) Resolutions of the following prior Board authorizing the appointment of EIM to provide certain services to the commencement of the Sub-Adviser’s services:Trust and approving this Agreement; a(b) the The Trust’s Agreement and Declaration of Trust, as filed with the Secretary of State of The Commonwealth of Massachusetts on September 7, 2011 and all amendments thereto or restatements thereof (such Declaration, as presently in effect and as it shall from time to time be amended or restated, is herein called the “Declaration of Trust”); b(c) the The Trust’s By-Laws and amendments thereto (together with the Declaration of Trust, the “Trust Documents”)Laws; c) resolutions of the Board of Trustees authorizing the appointment of Sub-Adviser and approving this Agreement; (d) the The Trust’s Notification of Registration on Form N-8A under the 1940 Act as filed with SEC; (e) The Trust’s Registration Statement including exhibits and any amendments, as filed with the Securities SEC; (f) Copies of the Investment Advisory Agreement between the Trust and Exchange Commission the EIM as the Investment Adviser to the Trust (the “SECAdvisory Agreement”); e(g) Copies of each of the Investment Sub-Advisory Agreements between the Adviser and any investment sub-advisers; (h) Copies of relevant Trust policies and procedures adopted by the Board; (i) Opinions of counsel and auditors’ reports; (j) The Trust’s Registration Statement on Form N-1A under the Securities Act prospectus(es) and statement(s) of 1933additional information relating to all series, portfolios and classes, as amended (“1933 Act”) and under the 1940 Act as filed with the SEC applicable, and all amendments and supplements thereto insofar (such prospectus(es) and statement(s) of additional information and supplements thereto, as such Registration Statement presently in effect and such amendments relate as from time to time hereafter amended and supplemented, herein called the Funds“Prospectuses”); and f(k) Such other material agreements as the Trust’s most recent prospectus Trust may enter into from time to time including, but not limited to, securities lending agreements, futures and Statement of Additional Information for the Funds (collectively called the “Prospectus”). During the term of this Agreementcommodities account agreements, the Adviser agrees to furnish the Sub-Adviser at its principal office all proxy statements, reports to shareholders, sales literature or other materials prepared for distribution to shareholders of each Fund, brokerage agreements and Prospectus of each Fund, prior to the use thereof, and the Adviser shall not use any such materials if the Sub-Adviser reasonably objects in writing within five business days (or such other period as may be mutually agreed) after receipt thereof. The Sub-Adviser’s right to object to such materials is limited to the portions of such materials that expressly relate to the Sub-Adviser, its services and its clients. The Adviser agrees to use its reasonable best efforts to ensure that materials prepared by its employees or agents 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 first sentence of this paragraph. The materials referenced in the first sentence of this paragraph will be furnished to the Sub-Adviser by e-mail, first class or overnight mail, facsimile transmission equipment or hand deliveryoptions agreements.

Delivery of Documents. Adviser has furnished, or will furnish, to Sub-Adviser copies properly certified or authenticated of each of the following prior to the commencement of the Sub-Adviser’s services: a) the Trust’s Agreement and Declaration of Trust, as filed with the Secretary of State of The Commonwealth of Massachusetts on September 7June 1, 2011 1994 and all amendments thereto or restatements thereof (such Declaration, as presently in effect and as it shall from time to time be amended or restated, is herein called the “Declaration of Trust”); b) the Trust’s By-Laws and amendments thereto (together with the Declaration of Trust, the “Trust Documents”); c) resolutions of the Board of Trustees authorizing the appointment of Sub-Adviser and approving this Agreement; d) the Trust’s Notification of Registration on Form N-8A under the 1940 Act as filed with the Securities and Exchange Commission (the “SEC”); ; e) the Trust’s Registration Statement on Form N-1A under the Securities Act of 1933, as amended (“1933 Act”) and under the 1940 Act as filed with the SEC and all amendments thereto insofar as such Registration Statement and such amendments relate to the Funds; and f) the Trust’s most recent prospectus and Statement of Additional Information for the Funds (collectively called the “Prospectus”). During the term of this Agreement, the Adviser agrees to furnish the Sub-Adviser at its principal office all proxy statements, reports to shareholders, sales literature or other materials prepared for distribution to shareholders of each Fund, and Prospectus of each Fund, prior to the use thereof, and the Adviser shall not use any such materials if the Sub-Adviser reasonably objects in writing within five business days (or such other period as may be mutually agreed) after receipt thereof. The Sub-Adviser’s right to object to such materials is limited to the portions of such materials that expressly relate to the Sub-Adviser, its services and its clients. The Adviser agrees to use its reasonable best efforts to ensure that materials prepared by its employees or agents 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 first sentence of this paragraph. The materials referenced in the first sentence of this paragraph will be furnished to the Sub-Adviser by e-mail, first class or overnight mail, facsimile transmission equipment or hand delivery. Adviser will furnish the Sub-Adviser with copies of all amendments of or supplements to the foregoing within a reasonable time before they become effective. Any amendments or supplements that impact the Sub-Adviser’s management of the Funds will not be deemed effective with respect to the Sub-Adviser until the Sub-Adviser’s approval thereof, which approval shall not be unreasonably withheld.

Delivery of Documents. The Adviser has furnished, furnished or will furnish, to furnish the Sub-Adviser with copies properly certified or authenticated of each of the following prior to the commencement of the Sub-Adviser’s servicesdocuments: (a) the The Trust’s Agreement Amended and Restated Declaration of Trust dated June 7, 2017 (such Amended and Restated Declaration of Trust, as filed with the Secretary of State of The Commonwealth of Massachusetts on September 7, 2011 and all amendments thereto or restatements thereof (such Declaration, as presently in effect on the date of this Agreement and as it shall amended from time to time be amended or restatedtime, is herein called the “Declaration of Trust”); (b) the Trust’s By-Laws of the Trust adopted June 7, 2017 (such By-Laws, as in effect on the date of this Agreement and amendments thereto (together with the Declaration of Trustas amended from time to time, are herein called the “Trust DocumentsBy-Laws”); (c) resolutions Prospectus and statement of additional information of each Fund, as amended from time to time; (d) Resolutions of the Board approving the engagement of Trustees authorizing the appointment of Sub-Adviser and approving this Agreementas a sub-adviser to the Funds; d(e) Resolutions, policies and procedures adopted by the Board with respect to the Assets to the extent such resolutions, policies and procedures may affect the duties of the Sub-Adviser hereunder; (f) A list of the Trust’s Notification principal underwriter and each affiliated person of Registration on Form N-8A under the 1940 Act as filed with Adviser, the Securities Trust or the principal underwriter; and (g) The terms and Exchange Commission (the “SEC”); e) conditions of exemptive and no-action relief granted to the Trust’s Registration Statement on Form N-1A under the Securities Act of 1933, as amended (“1933 Act”) and under the 1940 Act as filed with the SEC and all amendments thereto insofar as such Registration Statement and such amendments relate from time to the Funds; and f) the Trust’s most recent prospectus and Statement of Additional Information for the Funds (collectively called the “Prospectus”)time. During the term of this Agreement, the The Adviser agrees to shall promptly furnish the Sub-Adviser at its principal office from time to time with copies of all proxy statements, reports to shareholders, sales literature amendments of or other materials prepared for distribution to shareholders of each Fund, and Prospectus of each Fund, prior supplements to the use thereofforegoing. Until so provided, and the Adviser shall not use any such materials if the Sub-Adviser reasonably objects in writing within five business days (or such other period as may be mutually agreed) after receipt thereofcontinue to rely on those documents previously provided. The Adviser shall not, and shall not permit any of the Funds to use the Sub-Adviser’s right to object to such materials is limited to the portions of such materials that expressly relate to the Sub-Adviser, its services and its clients. The Adviser agrees to use its reasonable best efforts to ensure that materials prepared by its employees Name (as defined in Section 12) or agents or its affiliates that refer to the make representations regarding Sub-Adviser or its clients affiliates without prior written consent of Sub-Adviser. 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 any way are consistent with those materials previously approved provided by the Sub-Adviser as referenced to the Adviser in writing specifically for use in the first sentence of this paragraph. The materials referenced Fund’s registration statement, as amended or supplemented from time to time, or in Fund shareholder reports or proxy statements or the information is used (a) as required by applicable law, rule or regulation, in the first sentence Prospectus of this paragraph will the Fund or in Fund shareholder reports or proxy statements; or (b) as may be furnished to otherwise specifically approved in writing by the Sub-Adviser by e-mail, first class or overnight mail, facsimile transmission equipment or hand deliveryprior to use.

Delivery of Documents. The Investment Adviser has furnished, or will furnish, to furnished the Sub-Adviser with copies properly certified or authenticated of each of the following prior to the commencement of the Sub-Adviser’s servicesdocuments: (a) the Trust’s Agreement Amended and Restated Declaration of Trust, as filed with the Secretary of State of The the Commonwealth of Massachusetts on September 7March 5, 2011 1999, and all amendments thereto or restatements thereof (such Declaration, as presently in effect and as it shall from time to time be amended or restated, is herein called the “Declaration of Trust”); (b) the Trust’s By-Laws Code of Regulations and amendments thereto (together with the Declaration of Trust, the “Trust Documents”)thereto; (c) resolutions of the Trust’s Board of Trustees authorizing the appointment of the Sub-Adviser and approving this Agreement; (d) the Trust’s original Notification of Registration on Form N-8A under the 1940 Act as filed with the Securities and Exchange Commission (the “SEC”)on February 20, 1985 and all amendments thereto; (e) the Trust’s current Registration Statement on Form N-1A under the Securities Act of 1933, as amended (“1933 Act”) amended, and under the 1940 Act with respect to the Fund as filed with the SEC Securities and Exchange Commission and all amendments thereto insofar as such Registration Statement and such amendments relate to the Fundsthereto; and (f) the Trust’s most recent prospectus and Statement of Additional Information for relating to the Funds Fund (such prospectus and Statement of Additional Information, as presently in effect, and all amendments and supplements thereto are herein collectively called the “Prospectus”). During the term of this Agreement, the The Investment Adviser agrees to will promptly furnish the Sub-Adviser at its principal office with copies of all proxy statements, reports to shareholders, sales literature amendments of or other materials prepared for distribution to shareholders of each Fund, and Prospectus of each Fund, prior supplements to the use thereofforegoing documents. In addition, and the Investment Adviser shall not use any such materials if will promptly furnish the Sub-Adviser reasonably objects in writing within five business days (or such other period as may be mutually agreed) after receipt thereof. The Sub-Adviser’s right to object to such materials is limited to with the portions of such materials that expressly relate to the Sub-Adviser, its services and its clients. The Adviser agrees to use its reasonable best efforts to ensure that materials prepared by its employees or agents or its affiliates that refer following documents to the Sub-Adviser upon their effectiveness: (a) any Certificate of Trust for JPMorgan Trust II filed with the Secretary of State of the State of Delaware, and all amendments thereto or its clients in restatements thereof; (b) any way are consistent with those materials previously approved by Declaration of Trust for JPMorgan Trust II and all amendments thereto or restatements thereof (referred to herein as the Sub“New Declaration of Trust”); and (c) any by-Adviser as referenced in the first sentence of this paragraph. The materials referenced in the first sentence of this paragraph will be furnished to the Sub-Adviser by e-mail, first class or overnight mail, facsimile transmission equipment or hand deliverylaws for JPMorgan Trust II and all amendments thereto.

Delivery of Documents. Adviser has furnished, or will furnish, to furnish Sub-Adviser with copies properly certified or authenticated of each of the following prior to the commencement of the Sub-Adviser’s services: a) the Trust’s Agreement and Declaration of Trust, as filed with the Secretary of State of The Commonwealth of Massachusetts on September 7June 1, 2011 1994, and all amendments thereto or restatements thereof (such Declaration, as presently in effect and as it shall from time to time be amended or restated, is herein called the “Declaration of Trust”); b) the Trust’s By-Laws and amendments thereto (together with the Declaration of Trust, the “Trust Documents”)thereto; c) resolutions of the Board of Trustees authorizing the appointment of Sub-Adviser and approving this Agreement; d) the Trust’s Notification of Registration on Form N-8A under the 1940 Act as filed with the Securities and Exchange Commission (the “SEC”)) and all amendments thereto; e) the Trust’s Registration Statement on Form N-1A under the Securities Act of 1933, as amended (“1933 Act”) and under the 1940 Act as filed with the SEC and all amendments thereto insofar as such Registration Statement and such amendments relate to the Funds; and f) the Trust’s most recent prospectus and Statement of Additional Information for the Funds (collectively called the “Prospectus”). During the term of this Agreement, the Adviser agrees to furnish the Sub-Adviser at its principal office all proxy statements, reports to shareholders, sales literature or other materials prepared for distribution to shareholders of each Fund, and Prospectus prospectus of each Fund, prior to the use thereof, and the Adviser shall not use any such materials if the Sub-Adviser reasonably objects in writing within five 10 business days (or such other period as may be mutually agreed) after receipt thereof. The Sub-Adviser’s right to object to such materials is limited to the portions of such materials that expressly relate to the Sub-Adviser, its services services, its service marks and other indicia of source and its clients, which portions Adviser shall indicate to the Sub-Adviser when providing the materials. The Adviser agrees to use its reasonable best efforts to ensure that materials prepared by its employees or agents or its affiliates that refer to the Sub-Adviser or its clients in any way way, are consistent with those materials previously approved by the Sub-Adviser as referenced in the first sentence of this paragraph. The materials referenced in the first sentence of this paragraph will Sales literature may be furnished to the Sub-Adviser by e-mail, first class or overnight mail, facsimile transmission equipment or hand delivery. Adviser will furnish the Sub-Adviser with copies of all amendments of or supplements to the foregoing within a reasonable time before they become effective. Any amendments or supplements that impact the management of the Funds will not be deemed effective with respect to the Sub-Adviser until the Sub-Adviser’s approval thereof.

Delivery of Documents. The Adviser has furnished, or will furnish, to furnish the Sub-Adviser with copies properly certified or authenticated of each of the following prior to the commencement of the Sub-Adviser’s services: a) the Trust’s Agreement and Declaration of Trust, as filed with the Secretary of State of The Commonwealth of Massachusetts on September 7June 1, 2011 1994, and all amendments thereto or restatements thereof (such Declaration, as presently in effect and as it shall from time to time be amended or restated, is herein called the “Declaration of Trust”); b) the Trust’s By-Laws and amendments thereto (together with the Declaration of Trust, the “Trust Documents”)thereto; c) resolutions of the Board of Trustees authorizing the appointment of the Sub-Adviser and approving this Agreement; d) the Trust’s Notification of Registration on Form N-8A under the 1940 Act Act, as filed with the Securities and Exchange Commission (the “SEC”), and all amendments thereto; e) the Trust’s Registration Statement on Form N-1A under the Securities Act of 1933, as amended (“1933 Act”) and under the 1940 Act Act, as filed with the SEC SEC, and all amendments thereto insofar as such Registration Statement and such amendments relate to the Funds; and f) the Trust’s most recent prospectus and Statement of Additional Information for the Funds (collectively called the “Prospectus”). During the term of this Agreement, the Adviser agrees to furnish the Sub-Adviser at its principal office all proxy statements, reports to shareholders, sales literature or other materials prepared for distribution to shareholders of each Fund, and Prospectus prospectus of each Fund, prior to the use thereof, and the Adviser shall not use any such materials if the Sub-Adviser reasonably objects in writing within five business days (or such other period as may be mutually agreed) after receipt thereof. The Sub-Adviser’s right to object to such materials is limited to the portions of such materials that expressly relate to the Sub-Adviser, its services and its clients. The Adviser agrees to use its reasonable best efforts to ensure that materials prepared by its employees or agents 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 first sentence of this paragraph. The materials referenced in the first sentence of this paragraph will Sales literature may be furnished to the Sub-Adviser by e-mail, first class or overnight mail, facsimile transmission equipment or hand delivery. The Adviser will furnish the Sub-Adviser with copies of all amendments of or supplements to the foregoing that relate specifically to the Sub-Adviser or a Fund that it provides sub-advisory services to, within a reasonable time before they become effective. Any amendments or supplements that impact the management of the Funds will not be deemed effective with respect to the Sub-Adviser until the Sub-Adviser’s approval thereof.

Delivery of Documents. a. The Adviser has furnished, or will furnish, to furnished the Sub-Adviser with copies properly certified or authenticated of each of the following prior to the commencement of the Sub-Adviser’s servicesdocuments: a) the i. The Trust’s Agreement and Declaration of Trust, as filed with the Secretary of State of The Commonwealth of Massachusetts on September 7, 2011 and all amendments thereto or restatements thereof (such Declaration, as presently in effect on the date of this Agreement and as it shall amended from time to time be amended or restated, is (herein called the “Declaration of Trust”); b) ii. By-Laws of the Trust; iii. Prospectus of the Fund; and iv. Certified resolutions of the Trust’s By-Laws and amendments thereto (together with the Declaration of Trust, the “Trust Documents”); c) resolutions of the Board of Trustees authorizing the appointment of the Sub-Adviser and approving this Agreement; d) the Trust’s Notification of Registration on Form N-8A under the 1940 Act as filed with the Securities and Exchange Commission (the “SEC”); e) the Trust’s Registration Statement on Form N-1A under the Securities Act of 1933, as amended (“1933 Act”) and under the 1940 Act as filed with the SEC and all amendments thereto insofar as such Registration Statement and such amendments relate to the Funds; and f) the Trust’s most recent prospectus and Statement of Additional Information for the Funds (collectively called the “Prospectus”). During the term a form of this Agreement, the . The Adviser agrees to furnish promptly provide the Sub-Adviser at its principal office all proxy statementswith copies of any changes, reports to shareholdersamendments, sales literature modifications or other materials prepared for distribution to shareholders of each Fund, and Prospectus of each Fund, prior supplements to the use thereof, and the Adviser shall not use above documents or any such materials if other document relating to the Sub-Adviser’s services hereunder. b. The Sub-Adviser reasonably objects in writing within five business days has furnished the Adviser with copies of each of the following documents, as applicable (and Adviser acknowledges receipt of the same): i. A summary of public companies and registered broker-dealers affiliated with the Sub-Adviser; ii. A summary of entities that are affiliated persons, or such other period as may be mutually agreed) after receipt thereofaffiliated persons of affiliated persons of the Sub-Adviser; iii. The Sub-Adviser’s right to object to such materials is limited Form ADV (including Part 2, thereof) (at least 48 hours prior to the portions Agreement becoming effective); iv. The Sub-Adviser’s Code of such materials that expressly relate Ethics adopted pursuant to Rule 17j-1 under the 1940 Act; v. The Sub-Adviser’s most recent unaudited financial statements; and The Sub-Adviser agrees to provide the Adviser with copies of any changes, amendments, modifications or supplements to the above documents (other than the Sub-Adviser, its services and its clients’s most recent unaudited financial statements). The Sub-Adviser agrees to use its reasonable best efforts to ensure that materials prepared by its employees or agents or its affiliates that refer to provide the Adviser with the Sub-Adviser or its clients in any way are consistent with those materials previously approved by Adviser’s most recent unaudited financial statements upon the Sub-Adviser as referenced in written request of the first sentence of this paragraph. The materials referenced in the first sentence of this paragraph will be furnished to the Sub-Adviser by e-mail, first class or overnight mail, facsimile transmission equipment or hand deliveryAdviser.

Delivery of Documents. Adviser has furnished, or will furnish, to furnish Sub-Adviser with copies properly certified or authenticated of each of the following prior to the commencement of the Sub-Adviser’s services: a) the Trust’s Agreement and Declaration of Trust, as filed with the Secretary of State of The Commonwealth of Massachusetts on September 7June 1, 2011 1994, and all amendments amendments, modifications or supplements thereto or restatements thereof (such Declaration, as presently in effect and as it shall from time to time be amended amended, modified, supplemented or restated, is herein called the “Declaration of Trust”); b) the Trust’s By-Laws and amendments thereto (together with the Declaration of Trustamendments, the “Trust Documents”)modifications or supplements thereto; c) resolutions of the Trust’s Board of Trustees authorizing the appointment of Sub-Adviser and approving this Agreement; d) the Trust’s Notification of Registration on Form N-8A under the 1940 Act as filed with the Securities and Exchange Commission (the “SEC”)) and all amendments thereto; e) the Trust’s Registration Statement on Form N-1A under the Securities Act of 1933, as amended (“1933 Act”) and under the 1940 Act as filed with the SEC and all amendments amendments, modifications or supplements thereto insofar as such Registration Statement and such amendments relate to the Funds; and f) the Trust’s most recent prospectus and Statement of Additional Information for the Funds (collectively called the “Prospectus”). During The parties agree that the term names of the Sub-Adviser and its affiliates and the Sub-Adviser’s and its affiliates’ logos, trademarks, service marks or trade names and any derivatives of such (altogether “Sub-Adviser Property”) are the valuable property of the Sub-Adviser and its affiliates. The Adviser and the Trust may use Sub-Adviser Property only: (1) to identify Sub-Adviser as the sub-adviser to a Fund as required by law or governmental regulations; (2) in marketing materials for a Fund provided that such use is limited to: (a) identifying Sub-Adviser and the services performed for the Fund by the Sub-Adviser; and (b) providing biographical information about the Sub-Adviser that is accurately derived from information provided by or made public by Sub-Adviser or its affiliates; and (3) to name the Fund “JNL/Franklin Xxxxxxxxx International Small Cap Growth Fund.” Any other use of Sub-Adviser Property must be expressly pre-approved in writing by Sub-Adviser. Any change in any approved use of Sub-Adviser Property including, without limitation, change in the name of a Fund, requires prior approval in writing by the Sub-Adviser. Upon termination of this Agreement, the Adviser agrees and the Trust shall forthwith cease to use Sub-Adviser Property. If the Adviser or the Trust makes any unauthorized use of Sub-Adviser Property, the parties acknowledge that the Sub-Adviser shall suffer irreparable harm for which monetary damages may be inadequate and thus, the Sub-Adviser shall be entitled to injunctive relief, as well as any other remedy available under law. Adviser will furnish the Sub-Adviser at its principal office with copies of all proxy statements, reports to shareholders, sales literature amendments of or other materials prepared for distribution to shareholders of each Fund, and Prospectus of each Fund, prior supplements to the use thereof, and items listed in 2(a) through 2(f) above within a reasonable time before they become effective. Any amendments or supplements that impact the Adviser shall management of the Funds will not use any such materials if the Sub-Adviser reasonably objects in writing within five business days (or such other period as may be mutually agreed) after receipt thereof. The Sub-Adviser’s right to object to such materials is limited to the portions of such materials that expressly relate to the Sub-Adviser, its services and its clients. The Adviser agrees to use its reasonable best efforts to ensure that materials prepared by its employees or agents or its affiliates that refer deemed effective with respect to the Sub-Adviser or its clients in any way are consistent with those materials previously approved by until the Sub-Adviser as referenced in the first sentence of this paragraph. The materials referenced in the first sentence of this paragraph will be furnished to the Sub-Adviser by e-mail, first class or overnight mail, facsimile transmission equipment or hand deliveryAdviser’s approval thereof.

Delivery of Documents. Adviser (a) The Advisor has furnished, furnished or will furnish, furnish to the Sub-Adviser adviser copies properly certified or authenticated of each of the following prior to documents: (i) the commencement Articles of Incorporation of the Fund as in effect on the date hereof; (ii) the By-laws of the Fund in effect on the date hereof; (iii) the resolutions of the Board approving the engagement of the Sub-Adviser’s services:adviser as a sub-adviser for the Allocated Portion and approving the form of this Agreement; a(iv) the Trust’s Agreement Advisory Agreement; (v) the Code of Ethics of the Fund and Declaration of Trust, the Advisor as filed with currently in effect; and (vi) current copies of the Secretary Series’ Prospectus and Statement of State of Additional Information. The Commonwealth of Massachusetts on September 7, 2011 and all amendments thereto or restatements thereof (such Declaration, as presently in effect and as it Advisor shall furnish the Sub-adviser from time to time be amended with copies of all material amendments of or restatedmaterial supplements to the foregoing, is herein called if any. (b) The Sub-adviser has furnished or will furnish the “Declaration Advisor with copies of Trust”)each of the following documents: (i) the Sub-adviser’s most recent registration statement on Form ADV; b(ii) the TrustSub-adviser’s By-Laws and amendments thereto (together with the Declaration of Trust, the “Trust Documents”)most recent balance sheet; c(iii) resolutions separate lists of persons whom the Board of Trustees authorizing the appointment of Sub-Adviser and approving this Agreement; d) adviser wishes to have authorized to give written and/or oral instructions to the Trust’s Notification of Registration on Form N-8A under the 1940 Act as filed with the Securities and Exchange Commission custodian (the “SEC”); e) the Trust’s Registration Statement on Form N-1A under the Securities Act of 1933, as amended (“1933 ActCustodian”) and under accounting agent of the 1940 Act Series’ assets; (iv) the Code of Ethics (defined below) of the Sub-adviser as filed with currently in effect; (v) the SEC and all amendments thereto insofar Sub-adviser’s proxy voting policies as such Registration Statement and such amendments relate to the Fundscurrently in effect; and f(vi) complete and accurate copies of any compliance manuals, trading, commission and other reports, insurance policies, and such other management or operational documents as the Trust’s most recent prospectus and Statement Advisor may reasonably request in writing (on behalf of Additional Information for itself or the Funds (collectively called the “Prospectus”). During the term of this Agreement, the Adviser agrees to furnish Board) in assessing the Sub-Adviser at its principal office all proxy statements, reports to shareholders, sales literature or other materials prepared for distribution to shareholders of each Fund, and Prospectus of each Fund, prior to the use thereof, and the Adviser shall not use any such materials if the Sub-Adviser reasonably objects in writing within five business days (or such other period as may be mutually agreed) after receipt thereofadviser. The Sub-Adviser’s right adviser shall furnish the Advisor from time to object time with copies of all material amendments of or material supplements to the foregoing, if any. Additionally, the Sub-adviser shall provide to the Advisor such other documents relating to its services under this Agreement as the Advisor may reasonably request on a periodic basis. Such amendments or supplements shall be provided within thirty (30) days of the time such materials is limited to the portions of such materials that expressly relate became available to the Sub-Adviser, its services and its clients. The Adviser agrees to use its reasonable best efforts to ensure that materials prepared by its employees or agents 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 first sentence of this paragraph. The materials referenced in the first sentence of this paragraph will be furnished to the Sub-Adviser by e-mail, first class or overnight mail, facsimile transmission equipment or hand deliveryadviser.

Delivery of Documents. Adviser has furnished, or will furnish, to furnish Sub-Adviser with copies properly certified or authenticated of each of the following prior to the commencement of the Sub-Adviser’s 's services: a) the The Trust’s 's Agreement and Declaration of Trust, as filed with the Secretary of State of The Commonwealth of Massachusetts on September 7June 1, 2011 1994, and all amendments thereto or restatements thereof (such Declaration, as presently in effect and as it shall from time to time be amended or restated, is herein called the “"Declaration of Trust”"); b) the The Trust’s 's By-Laws and amendments thereto (together with the Declaration of Trust, the “Trust Documents”)thereto; c) resolutions Resolutions of the Trust's Board of Trustees authorizing the appointment of Sub-Adviser and approving this Agreement; d) the The Trust’s 's Notification of Registration on Form N-8A under the 1940 Act as filed with the Securities and Exchange Commission (the “"SEC”)") and all amendments thereto; e) the The Trust’s 's Registration Statement on Form N-1A under the Securities Act of 1933, as amended (“"1933 Act”") and under the 1940 Act as filed with the SEC and all amendments thereto insofar as such Registration Statement and such amendments relate to the Funds; and f) the The Trust’s 's most recent prospectus and Statement of Additional Information for the Funds (collectively called the “"Prospectus”"). During the term of this Agreement, the Adviser agrees to furnish the Sub-Adviser at its principal office all proxy statements, reports to shareholders, sales literature or other materials prepared for distribution to shareholders of each Fund, and Prospectus prospects of each FundFund or the public that refer to the Fund 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 within five business days (or such other period as may be mutually agreed) after receipt thereof. The Sub-Adviser’s 's right to object to such materials is limited to the portions of such materials that expressly relate to the Sub-Adviser, its services and its clients. The Adviser agrees to use its reasonable best efforts to ensure that materials prepared by its employees or agents 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 first sentence of this paragraph. The materials referenced in the first sentence of this paragraph will Sales literature may be furnished to the Sub-Adviser by e-mail, first class or overnight mail, facsimile transmission equipment or hand delivery. Adviser will furnish the Sub-Adviser with copies of all amendments of or supplements to the foregoing within a reasonable time before they become effective. Any amendments or supplements that impact the management of the Funds will not be deemed effective with respect to the Sub-Adviser until the Sub-Adviser's approval thereof.

Delivery of Documents. Adviser has furnished, or will furnish, to furnish Sub-Adviser with copies properly certified or authenticated of each of the following prior to the commencement of the Sub-Adviser’s services: a) the Trust’s Agreement and Declaration of Trust, as filed with the Secretary of State of The Commonwealth of Massachusetts on September 7June 1, 2011 1994, and all amendments thereto or restatements thereof (such Declaration, as presently in effect and as it shall from time to time be amended or restated, is herein called the “Declaration of Trust”); b) the Trust’s By-Laws and amendments thereto (together with the Declaration of Trust, the “Trust Documents”)thereto; c) resolutions of the Board of Trustees authorizing the appointment of Sub-Adviser and approving this Agreement; d) the Trust’s Notification of Registration on Form N-8A under the 1940 Act as filed with the Securities and Exchange Commission (the “SEC”)) and all amendments thereto; e) the Trust’s Registration Statement on Form N-1A under the Securities Act of 1933, as amended (“1933 Act”) and under the 1940 Act as filed with the SEC and all amendments thereto insofar as such Registration Statement and such amendments relate to the Funds; and f) the Trust’s most recent prospectus and Statement of Additional Information for the Funds (collectively called the “Prospectus”). During the term of this Agreement, the Adviser agrees to furnish the Sub-Adviser at its principal office all proxy statements, reports to shareholders, sales literature or other materials prepared for distribution to shareholders or potential shareholders of each Fund, and Prospectus of each Fundthe Prospectus, prior to the use thereof, and the Adviser shall not use any such materials if the Sub-Adviser reasonably objects in writing within five business days (or such other period as may be mutually agreed) after receipt thereof. The Sub-Adviser’s right to object to such materials is limited to the portions of such materials that expressly relate to the Sub-Adviser, its services and its clients. The Adviser agrees to use its reasonable best efforts to ensure that materials prepared by its employees or agents 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 first sentence of this paragraph. The materials referenced in the first sentence of this paragraph will Sales literature may be furnished to the Sub-Adviser by e-mail, first class or overnight mail, facsimile transmission equipment or hand delivery. Adviser will furnish the Sub-Adviser with copies of all amendments of or supplements to the foregoing that relate specifically to the Sub-Adviser or a Fund that it provides sub-advisory services to, within a reasonable time before they become effective. Any amendments or supplements that impact the management of the Funds or Sub-Adviser’s duties and obligations hereunder will not be deemed effective with respect to the Sub-Adviser until the Sub-Adviser’s approval thereof.

Delivery of Documents. Adviser has furnished, or will furnish, to furnish Sub-Adviser with copies properly certified or authenticated of each of the following prior to the commencement of the Sub-Adviser’s services: a) the Trust’s Agreement and Declaration of Trust, as filed with the Secretary of State of The Commonwealth of Massachusetts on September 7June 1, 2011 1994, and all amendments thereto or restatements thereof (such Declaration, as presently in effect and as it shall from time to time be amended or restated, is herein called the “Declaration of Trust”); b) the Trust’s By-Laws and amendments thereto (together with the Declaration of Trust, the “Trust Documents”)thereto; c) resolutions of the Board of Trustees authorizing the appointment of Sub-Adviser and approving this Agreement; d) the Trust’s Notification of Registration on Form N-8A under the 1940 Act as filed with the Securities and Exchange Commission (the “SEC”)) and all amendments thereto; e) the Trust’s Registration Statement on Form N-1A under the Securities Act of 1933, as amended (“1933 Act”) and under the 1940 Act as filed with the SEC and all amendments thereto insofar as such Registration Statement and such amendments relate to the Funds; and f) the Trust’s most recent prospectus and Statement of Additional Information for the Funds (collectively called the “Prospectus”). During the term of this Agreement, the Adviser agrees to furnish the Sub-Adviser at its principal office all proxy statements, reports to shareholders, sales literature or other materials prepared for distribution to shareholders of each Fund, and Prospectus prospectus of each Fund, prior to the use thereof, and the Adviser shall not use any such materials if until the Sub-Adviser reasonably objects agrees thereto in writing within five business days (or writing, which such other period as may agreement shall not be mutually agreed) after receipt thereofunreasonably withheld. The Sub-Adviser’s right to object to such materials is limited to the portions of such materials that expressly relate to the Sub-Adviser, its services and its clients. The Adviser agrees to use its reasonable best efforts to ensure that materials prepared by its employees or agents 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 first sentence of this paragraph. The materials referenced in the first sentence of this paragraph will Sales literature may be furnished to the Sub-Adviser by e-mail, first class or overnight mail, facsimile transmission equipment or hand delivery. Adviser will furnish the Sub-Adviser with copies of all amendments of or supplements to the foregoing that relate specifically to the Sub-Adviser or a Fund that it provides sub-advisory services to, within a reasonable time before they become effective. Any amendments or supplements that impact the management of the Funds will not be deemed effective with respect to the Sub-Adviser until the Sub-Adviser’s written approval thereof.

Delivery of Documents. The Investment Adviser has furnished, or will furnish, shall furnish to the Sub-Adviser copies properly certified or authenticated of each of the following prior to the commencement documents: (a) The Declaration of Trust of the Sub-Adviser’s services: a) the Trust’s Agreement and Declaration of Trust, Trust as filed with the Secretary of State of The Commonwealth of Massachusetts on September 7, 2011 and all amendments thereto or restatements thereof (such Declaration, as presently in effect and as it shall from time to time be amended or restated, is herein called on the “Declaration of Trust”)date hereof; (b) The Bylaws of the Trust’s By-Laws and amendments thereto (together with Trust as in effect on the Declaration of Trust, the “Trust Documents”)date hereof; (c) The resolutions of the Board of Trustees authorizing of the appointment Trust (the “Board”) approving the engagement of the Sub-Adviser as sub-adviser for the Fund and approving the form of this Agreement; (d) The resolutions of the Board selecting the Investment Adviser as investment adviser to the Fund and approving the form of the Investment Advisory Agreement with the Trust’s Notification , on behalf of Registration on Form N-8A under the 1940 Act as filed Fund; (e) The Investment Advisory Agreement with the Securities and Exchange Commission (Trust, on behalf of the “SEC”)Fund; e) the Trust’s Registration Statement on Form N-1A under the Securities Act of 1933, as amended (“1933 Act”) and under the 1940 Act as filed with the SEC and all amendments thereto insofar as such Registration Statement and such amendments relate to the Funds; and f) Current copies of the Trust’s most recent prospectus registration statement, Prospectus and Statement of Additional Information of the Trust relating to the Fund; (g) Resolutions, policies and procedures adopted by the Board in respect of the management or operation of the Fund, including the compliance policies and procedures of the Trust adopted pursuant to Rule 38a-1 under the 1940 Act; and (h) A list of affiliated brokers and underwriters and other affiliates for compliance with applicable provisions of the Funds (collectively called 1940 Act and the “Prospectus”)rules thereunder, including Sections 17 and 10 of the 1940 Act and Rules 10f-3 and 17a-7 thereunder. During the term of this Agreement, the The Investment Adviser agrees to shall furnish the Sub-Adviser at its principal office all proxy statements, reports from time to shareholders, sales literature or other materials prepared for distribution to shareholders of each Fundtime, and Prospectus of each Fund, prior to the use thereof, and the Adviser shall not use any such materials if as necessary for the Sub-Adviser reasonably objects in writing to comply with this Agreement and applicable law, with copies, properly certified or otherwise authenticated, of all amendments of or supplements to the foregoing, if any. Such amendments or supplements as to Items (a) through (h) above shall be provided within five business 30 days (or of the times such other period as may be mutually agreed) after receipt thereof. The materials became available to the Investment Adviser and, until so provided, the Sub-Adviser’s right Adviser may continue to object rely on those documents previously provided. With respect to such materials is limited Items (g) and (h) above, the Sub-Adviser shall have a reasonable amount of time, giving due consideration to the portions nature of the information so provided, to process such materials that expressly relate information before it becomes effective as to the Sub-Adviser, its services and its clients. The Adviser agrees to use its reasonable best efforts to ensure that materials prepared by its employees or agents 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 first sentence of this paragraph. The materials referenced in the first sentence of this paragraph will be furnished to the Sub-Adviser by e-mail, first class or overnight mail, facsimile transmission equipment or hand delivery.

Delivery of Documents. Adviser has furnished, or will furnish, to furnish Sub-Adviser with copies properly certified or authenticated of each of the following prior to the commencement of the Sub-Adviser’s servicesfollowing: a) the Trust’s 's Agreement and Declaration of Trust, as filed with the Secretary of State of The Commonwealth of Massachusetts on September 7June 1, 2011 1994, and all amendments thereto or restatements thereof (such Declaration, as presently in effect and as it shall from time to time be amended or restated, is herein called the “"Declaration of Trust”"); b) the Trust’s 's By-Laws and amendments thereto (together with the Declaration of Trust, the “Trust Documents”)thereto; c) resolutions of the Trust's Board of Trustees authorizing the appointment of Sub-Adviser and approving this Agreement; d) the Trust’s 's Notification of Registration on Form N-8A under the 1940 Act as filed with the Securities and Exchange Commission (the “"SEC”)") and all amendments thereto; e) the Trust’s 's Registration Statement on Form N-1A under the Securities Act of 1933, as amended (“"1933 Act”") and under the 1940 Act as filed with the SEC and all amendments thereto insofar as such Registration Statement and such amendments relate to the Funds; andFund; f) the Trust’s 's most recent prospectus and Statement of Additional Information for the Funds (collectively called the “"Prospectus”"); g) the policies, procedures and guidelines adopted by the Fund's Board of Trustees with respect to management of the Fund; and h) a list of companies the securities of which are not to be bought or sold on behalf of the Fund and a list of countries the issuers of which the Fund cannot invest in. During the term of this Agreement, the Adviser agrees to will furnish the Sub-Adviser at its principal office from time to time with copies, properly certified or otherwise authenticated, of all proxy statements, reports to shareholders, sales literature amendments of or other materials prepared for distribution to shareholders of each Fund, and Prospectus of each Fund, prior supplements to the use thereofforegoing, and the Adviser shall not use any if any. Such amendments or supplements to items (a) through (g) will be provided promptly after such materials if become available to Adviser. Such amendments or supplements to item (h) above will be provided no later than the end of the business day following the date such amendments or supplements become known to Adviser. Any amendments or supplements to the foregoing will not be deemed effective with respect to Sub-Adviser reasonably objects in writing within five business days (or such other period as may be mutually agreed) after receipt thereof. The until Sub-Adviser’s right to object to such materials is limited to the portions of such materials that expressly relate to the Sub-Adviser, its services and its clients. The Adviser agrees to use its reasonable best efforts to ensure that materials prepared by its employees or agents 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 first sentence of this paragraph. The materials referenced in the first sentence of this paragraph will be furnished to the Sub-Adviser by e-mail, first class or overnight mail, facsimile transmission equipment or hand delivery's receipt thereof.

Delivery of Documents. Adviser has furnished, or will furnish, to furnish Sub-Adviser with copies properly certified or authenticated of each of the following prior to the commencement of the Sub-Adviser’s services: a) the Trust’s Agreement and Declaration of Trust, as filed with the Secretary of State of The Commonwealth of Massachusetts on September 7July 28, 2011 2000, and all amendments thereto or restatements thereof (such Declaration, as presently in effect and as it shall from time to time be amended or restated, is herein called the “Declaration of Trust”); b) the Trust’s By-Laws and amendments thereto (together with the Declaration of Trust, the “Trust Documents”)thereto; c) resolutions of the Trust’s Board of Trustees authorizing the appointment of Sub-Adviser and approving this Agreement; d) the Trust’s Notification of Registration on Form N-8A under the 1940 Act as filed with the Securities and Exchange Commission (the “SEC”)) and all amendments thereto; e) the Trust’s Registration Statement on Form N-1A under the Securities Act of 1933, as amended (“1933 Act”) and under the 1940 Act as filed with the SEC and all amendments thereto insofar as such Registration Statement and such amendments relate to the Funds; and f) the Trust’s most recent prospectus and Statement of Additional Information for the Funds (collectively called the “Prospectus”). During the term of this Agreement, the Adviser agrees to furnish the Sub-Adviser at its principal office all proxy statements, reports to shareholders, sales literature or other materials prepared for distribution to shareholders of each Fund, and Prospectus prospects of each FundFund or the public that refer to the Fund 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 within five business days (or such other period as may be mutually agreed) after receipt thereof. The Sub-Adviser’s right to object to such materials is limited to the portions of such materials that expressly relate to the Sub-Adviser, its services and its clients. The Adviser agrees to use its reasonable best efforts to ensure that materials prepared by its employees or agents 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 first sentence of this paragraph. The materials referenced in the first sentence of this paragraph will Sales literature may be furnished to the Sub-Adviser by e-mail, first class or overnight mail, facsimile transmission equipment or hand delivery. Adviser will furnish the Sub-Adviser with copies of all amendments of or supplements to the foregoing within a reasonable time before they become effective. Any amendments or supplements that impact the management of the Funds will not be deemed effective with respect to the Sub-Adviser until the Sub-Adviser’s approval thereof.

Delivery of Documents. Adviser The Trust has furnished, or will furnish, to Sub-Adviser furnished The Chase Manhattan --------------------- Bank with copies properly certified or authenticated of each of the following prior to the commencement following: (a) Resolutions of the Sub-Adviser’s services: a) the Trust’s Agreement and Declaration of Trust, as filed with the Secretary of State of The Commonwealth of Massachusetts on September 7, 2011 and all amendments thereto or restatements thereof (such Declaration, as presently in effect and as it shall from time to time be amended or restated, is herein called the “Declaration of Trust”); b) the Trust’s By-Laws and amendments thereto (together with the Declaration of Trust, the “Trust Documents”); c) resolutions of the 's Board of Trustees authorizing the appointment of Sub-Adviser The Chase Manhattan Bank as Custodian of the portfolio securities, cash and other property of the Fund and approving this Agreement; d(b) Incumbency and signature certificates identifying and containing the signatures of the Trust’s Notification 's officers and/or the persons authorized to sign Proper Instructions, as hereinafter defined, on behalf of Registration on Form N-8A under the 1940 Act as Fund; (c) The Trust's Declaration of Trust filed with the Securities Commonwealth of Massachusetts and Exchange Commission all amendments thereto (such Declaration of Trust as currently in effect and from time to time, be amended, are herein called the “SEC”"Declaration"); (d) The Trust's By-Laws and all amendments thereto (such By-Laws, as currently in effect and as they shall from time to time be amended, are herein called the "By-Laws"); (e) Resolutions of the Trust’s 's Board of Trustees appointing the investment advisor of the Fund and resolutions of the Trust's Board of Trustees and the Fund's Shareholders approving the proposed Investment Advisory Agreement between the Trust and the advisor (the "Advisory Agreement"); (f) The Advisory Agreement; (g) The Trust's Registration Statement on Form N-1A under the 1940 Act and the Securities Act of 1933, as amended (“1933 Act”"xxx 0000 Xxx") and under the 1940 Act as filed with the SEC SEC; and all amendments thereto insofar as such Registration Statement and such amendments relate to the Funds; and f(h) the The Trust’s 's most recent prospectus and Statement statement of Additional Information additional information including all amendments and supplements thereto (the "Prospectus"). Upon request the Trust will furnish The Chase Manhattan Bank with copies of all amendments of or supplements to the foregoing, if any. The Trust will also furnish The Chase Manhattan Bank upon request with a copy of the opinion of counsel for the Funds (collectively called Trust with respect to the “Prospectus”). During validity of the term Shares and the status of this Agreement, such Shares under the Adviser agrees to furnish 1933 Act filed with the Sub-Adviser at its principal office all proxy statements, reports to shareholders, sales literature or other materials prepared for distribution to shareholders of each FundSEC, and Prospectus of each Fund, prior to the use thereof, and the Adviser shall not use any such materials if the Sub-Adviser reasonably objects in writing within five business days (other applicable federal law or such other period as may be mutually agreed) after receipt thereof. The Sub-Adviser’s right to object to such materials is limited to the portions of such materials that expressly relate to the Sub-Adviser, its services and its clients. The Adviser agrees to use its reasonable best efforts to ensure that materials prepared by its employees or agents 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 first sentence of this paragraph. The materials referenced in the first sentence of this paragraph will be furnished to the Sub-Adviser by e-mail, first class or overnight mail, facsimile transmission equipment or hand deliveryregulation.

Delivery of Documents. Adviser has furnished, or will furnish, to furnish Sub-Adviser with copies properly certified or authenticated of each of the following prior to the commencement of the Sub-Adviser’s services: a) A. the Trust’s Agreement and Declaration of Trust, as filed with the Secretary of State of The Commonwealth of Massachusetts on September 7June 1, 2011 1994, and all amendments thereto or restatements thereof (such Declaration, as presently in effect and as it shall from time to time be amended or restated, is herein called the “Declaration of Trust”); b) B. the Trust’s By-Laws and amendments thereto (together with the Declaration of Trust, the “Trust Documents”)thereto; c) C. resolutions of the Board of Trustees authorizing the appointment of Sub-Adviser and approving this Agreement; d) D. the Trust’s Notification of Registration on Form N-8A under the 1940 Act as filed with the Securities and Exchange Commission (the “SEC”); e) E. the Trust’s Registration Statement on Form N-1A under the Securities Act of 1933, as amended (“1933 Act”) and under the 1940 Investment Company Act as filed with the SEC and all amendments thereto insofar as such Registration Statement and such amendments relate to the FundsFund; and f) F. the Trust’s most recent prospectus and Statement of Additional Information for the Funds Fund (collectively called the “Prospectus”). During the term of this Agreement, the Adviser agrees to furnish the Sub-Adviser at its principal office all proxy statements, reports to shareholders, sales literature or other materials prepared for distribution to shareholders of each Fund, Fund and the Prospectus of each Fund, prior to the use thereof, and the Adviser shall not use any such materials if the Sub-Adviser reasonably objects in writing within five business days (or such other period as may be mutually agreed) after receipt thereof. The Sub-Adviser’s right to object to such materials is limited to the portions of such materials that expressly relate to the Sub-Adviser, its services and its clients. The Adviser agrees to use its reasonable best efforts to ensure that materials prepared by its employees or agents 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 first sentence of this paragraphAdviser. The materials referenced in the first sentence of this paragraph will Sales literature may be furnished to the Sub-Adviser by e-mail, first class or overnight mail, facsimile transmission equipment or hand delivery.

Delivery of Documents. Adviser has furnished, or will furnish, to Sub-Adviser copies properly certified or authenticated of each of the following prior to the commencement of the Sub-Adviser’s services: a) the Trust’s Agreement and Declaration of Trust, as filed with the Secretary of State of The Commonwealth of Massachusetts on September 7, 2011 and all amendments thereto or restatements thereof (such Declaration, as presently in effect and as it shall from time to time be amended or restated, is herein called the “Declaration of Trust”); b) the Trust’s By-Laws and amendments thereto (together with the Declaration of Trust, the “Trust Documents”); c) resolutions of the Board of Trustees authorizing the appointment of Sub-Adviser and approving this Agreement; d) the Trust’s Notification of Registration on Form N-8A under the 1940 Act as filed with the Securities and Exchange Commission (the “SEC”); e) the Trust’s Registration Statement on Form N-1A under the Securities Act of 1933, as amended (“1933 Act”) and under the 1940 Act as filed with the SEC and all amendments thereto insofar as such Registration Statement and such amendments relate to the Funds; and f) the Trust’s most recent prospectus and Statement of Additional Information for the Funds (collectively called the “Prospectus”). During the term of this Agreement, the Adviser agrees to furnish the Sub-Adviser at its principal office all proxy statements, reports to shareholders, sales literature or other materials prepared for distribution to shareholders of each Fund, and Prospectus of each Fund, prior to the use thereof, and the Adviser shall not use any such materials if the Sub-Adviser reasonably objects in writing within five business days (or such other period as may be mutually agreed) after receipt thereof. The Sub-Adviser’s right to object to such materials is limited to the portions of such materials that expressly relate to the Sub-Adviser, its services and its clients. The Adviser agrees to use its reasonable best efforts to ensure that materials prepared by its employees or agents 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 first sentence of this paragraph. The materials referenced in the first sentence of this paragraph will be furnished to the Sub-Adviser by e-mail, first class or overnight mail, facsimile transmission equipment or hand delivery.