Common use of Discretionary Investment Management Services Clause in Contracts

Discretionary Investment Management Services. The Adviser shall act as investment adviser with respect to each Fund. In such capacity, the Adviser shall, subject to the supervision of the Board, regularly provide each Fund with investment research, advice and supervision and shall furnish continuously an investment program for each Fund, consistent with the respective investment objectives and policies of each Fund. The Adviser shall determine, from time to time, what securities shall be purchased for each Fund, what securities shall be held or sold by each Fund and what portion of each Fund’s assets shall be held uninvested in cash, subject always to the provisions of the Trust’s Agreement and Declaration of Trust (“Declaration of Trust”), as amended and supplemented (the “Declaration of Trust”), Bylaws and its registration statement on Form N-1A (the “Registration Statement”) under the 1940 Act, and under the Securities Act of 1933, as amended (the “1933 Act”), as filed with the Securities and Exchange Commission (the “Commission”), and with the investment objectives, policies and restrictions of each Fund, as each of the same shall be from time to time in effect. To carry out such obligations, and to the extent not prohibited by any of the foregoing, the Adviser shall exercise full discretion and act for each Fund in the same manner and with the same force and effect as each Fund itself might or could do with respect to purchases, sales or other transactions, as well as with respect to all other such things necessary or incidental to the furtherance or conduct of such purchases, sales or other transactions. No reference in this Agreement to the Adviser having full discretionary authority over each Fund’s investments shall in any way limit the right of the Board, in its sole discretion, to establish or revise policies in connection with the management of a Fund’s assets or to otherwise exercise its right to control the overall management of a Fund.

Discretionary Investment Management Services. The Adviser shall act as investment adviser with respect to each Fundthe Funds. In such said capacity, the Adviser shallAdviser, subject to the supervision of the Board, regularly shall provide each Fund the Funds with investment research, advice advice, and supervision supervision, and shall furnish continuously an investment program for each Fundof the Funds, consistent with the respective investment objectives and policies of the Fund. With respect to each Fund. The , the Adviser shall determine, from time to time, what securities shall be purchased for each the Fund, what securities shall be held or sold by each Fund the Fund, and what portion of each the Fund’s assets shall be held uninvested in cash, subject always to the provisions of the Trust’s Agreement and Declaration of Trust (“Declaration of Trust”), as amended the Trust’s By-Laws, and supplemented (the “Declaration of Trust”), Bylaws and its ’s registration statement on Form N-1A (the “Registration Statement”) under the 1940 Act, and under the Securities Act of 1933, as amended (the “1933 Act”), covering Fund shares, as filed with the Securities and Exchange Commission (the “Commission”), and with to the investment objectives, policies policies, and restrictions of each the Fund, as each of the same shall be from time to time shall be in effect. To carry out such these obligations, and to the extent not prohibited by any of the foregoing, the Adviser shall exercise full discretion and act for each Fund of the Funds in the same manner and with the same force and effect as each Fund itself might or could do with respect to purchases, sales sales, or other transactions, as well as with respect to all other such things necessary or incidental to the furtherance or conduct of such said purchases, sales sales, or other transactions. No reference in this Agreement to the Adviser having full discretionary authority over each Fund’s investments shall in any way shall limit the right of the Board, in its the Board’s sole discretion, to establish or revise policies in connection with the management of a the Fund’s assets or otherwise to otherwise exercise its the Board’s right to control the overall management of a the Fund. As applicable and appropriate, and without limiting the generality of the foregoing, the Adviser has the authority to enter into trading agreements on behalf of each of the Funds and to adhere on each Fund’s behalf to the applicable International Swaps & Derivatives Association (“ISDA”) over-the-counter (“OTC”) derivatives transaction protocols and to enter into client agency agreements or other documents that may be required to effect OTC derivatives transaction through swap execution facilities (i.e., “SEFs”).

Discretionary Investment Management Services. The Adviser shall act as investment adviser with respect to each Fund. In such capacity, the Adviser shall, subject to the supervision of the Board, regularly provide each Fund with investment research, advice and supervision and shall furnish continuously an investment program for each Fund, consistent with the respective investment objectives and policies of each Fund. The Adviser shall determine, from time to time, what securities shall be purchased for each Fund, what securities shall be held or sold by each Fund and what portion of each Fund’s assets shall be held uninvested in cash, subject always to the provisions of the Trust’s Agreement and Declaration of Trust (“Declaration of Trust”), as amended and supplemented (the “Declaration of Trust”), Bylaws and its registration statement on Form N-1A (the “Registration Statement”) under the 1940 Act, and under the Securities Act of 1933, as amended (the “1933 Act”), as filed with the Securities and Exchange Commission (the “Commission”), and with the investment objectives, policies and restrictions of each Fund, as each of the same shall be from time to time in effect. To carry out such obligations, and to the extent not prohibited by any of the foregoing, the Adviser shall exercise full discretion and act for each Fund in the same manner and with the same force and effect as each Fund itself might or could do with respect to purchases, sales or other transactions, as well as with respect to all other such things necessary or incidental to the furtherance or conduct of such purchases, sales or other transactions. No reference in this Agreement to the Adviser having full discretionary authority over each Fund’s investments shall in any way limit the right of the Board, in its sole discretion, to establish or revise policies in connection with the management of a Fund’s assets or to otherwise exercise its right to control the overall management of a Fund.

Discretionary Investment Management Services. The Adviser Subadviser shall act as sub-investment adviser with respect to each FundFund in regard to those Fund assets as may be allocated by the Adviser to the Subadviser (the “Assets”). In such said capacity, the Adviser shallSubadviser, subject to the supervision of the Adviser and the Board, regularly shall provide each the Fund with investment research, advice advice, and supervision and shall furnish continuously an investment program for each Fundprogram, consistent with the respective investment objectives and policies of each the Fund. The Adviser Subadviser shall determine, from time to time, what securities shall be purchased for each the Fund, what securities shall be held or sold by each Fund the Fund, and what portion of each the Fund’s assets shall be held uninvested in cash, subject always to the provisions of the Trust’s Agreement and Declaration of Trust (“Declaration of Trust”), as amended the Trust’s By-Laws, and supplemented (the “Declaration of Trust”), Bylaws and its ’s registration statement on Form N-1A (the “Registration Statement”) under the 1940 Act, and under the Securities Act of 1933, as amended (the “1933 Act”), covering Fund shares, as filed with the Securities and Exchange Commission (the “Commission”), and with to the investment objectives, policies policies, and restrictions of each the Fund, as each of the same shall be from time to time shall be in effect. To carry out such these obligations, and to the extent not prohibited by any of the foregoing, the Adviser Subadviser shall exercise full discretion and act for each the Fund in the same manner and with the same force and effect as each the Fund itself might or could do with respect to purchases, sales sales, or other transactions, as well as with respect to all other such things necessary or incidental to the furtherance or conduct of such said purchases, sales sales, or other transactions. No reference in this Agreement to the Adviser Subadviser having full discretionary authority over each the Fund’s investments shall in any way shall limit the right of either the Adviser or the Board, in its either the Adviser’s or the Board’s respective sole discretion, to establish or revise policies in connection with the management of a the Fund’s assets or to otherwise exercise its either the Adviser’s or the Board’s respective right to control the overall management of a the Fund’s assets. As applicable and appropriate, and without limiting the generality of the foregoing, the Subadviser has the authority to enter into trading agreements on behalf of the Fund and to adhere on the Fund’s behalf to the applicable International Swaps & Derivatives Association (“ISDA”) over-the-counter (“OTC”) derivatives transaction protocols and to enter into client agency agreements or other documents that may be required to effect OTC derivatives transaction through swap execution facilities (i.e., “SEFs”).

Discretionary Investment Management Services. The Adviser shall act as investment adviser with respect to each Fund. In such said capacity, the Adviser shallAdviser, subject to the supervision of the Board, regularly shall provide each Fund with investment research, advice advice, and supervision supervision, and shall furnish continuously an investment program for each Fundof the Funds, consistent with the respective investment objectives and policies of the Fund. With respect to each Fund. The , the Adviser shall determine, from time to time, what securities shall be purchased for each the Fund, what securities shall be held or sold by each Fund the Fund, and what portion of each the Fund’s assets shall be held uninvested in cash, subject always to the provisions of the Trust’s Agreement and Declaration of Trust (“Declaration of Trust”), as amended the Trust’s By-Laws, and supplemented (the “Declaration of Trust”), Bylaws and its ’s registration statement on Form N-1A (the “Registration Statement”) under the 1940 Act, and under the Securities Act of 1933, as amended (the “1933 Act”), covering Fund shares, as filed with the Securities and & Exchange Commission (the “Commission” or the “SEC”), and with to the investment objectives, policies policies, and restrictions of each the Fund, as each of the same shall be from time to time shall be in effect. To carry out such these obligations, and to the extent not prohibited by any of the foregoing, the Adviser shall exercise full discretion and act for each Fund of the Funds in the same manner and with the same force and effect as each Fund itself might or could do with respect to purchases, sales sales, or other transactions, as well as with respect to all other such things necessary or incidental to the furtherance or conduct of such said purchases, sales sales, or other transactions. No reference in this Agreement to the Adviser having full discretionary authority over each Fund’s investments shall in any way shall limit the right of the Board, in its the Board’s sole discretion, to establish or revise policies in connection with the management of a the Fund’s assets or otherwise to otherwise exercise its the Board’s right to control the overall management of a the Fund. As applicable and appropriate, and without limiting the generality of the foregoing, the Adviser has the authority to enter into trading agreements on behalf of each of the Funds and to adhere on each Fund’s behalf to the applicable International Swaps & Derivatives Association (“ISDA”) over-the-counter (“OTC”) derivatives transaction protocols and to enter into client agency agreements or other documents that may be required to effect OTC derivatives transaction through swap execution facilities (i.e., “SEFs”).

Discretionary Investment Management Services. The Sub-Adviser shall act as sub-investment adviser with respect to each FundFund in regard to those Fund assets as may be allocated by the Adviser to the Sub-Adviser (the “Assets”). In such said capacity, the Adviser shallSub-Adviser, subject to the supervision of the Adviser and the Board, regularly shall provide each the Fund with investment research, advice advice, and supervision and shall furnish continuously an investment program for each Fundprogram, consistent with the respective investment objectives and policies of each the Fund. The Sub-Adviser shall determine, from time to time, what securities shall be purchased for each the Fund, what securities shall be held or sold by each Fund the Fund, and what portion of each the Fund’s assets shall be held uninvested in cash, subject always to the provisions of the Trust’s Agreement and Declaration of Trust (“Declaration of Trust”), as amended the Trust’s By-Laws, and supplemented (the “Declaration of Trust”), Bylaws and its ’s registration statement on Form N-1A (the “Registration Statement”) under the 1940 Act, and under the Securities Act of 1933, as amended (the “1933 Act”), covering Fund shares, as filed with the Securities and Exchange Commission (the “Commission”), and with to the investment objectives, policies policies, and restrictions of each the Fund, as each of the same shall be from time to time shall be in effect. To carry out such these obligations, and to the extent not prohibited by any of the foregoing, the Sub-Adviser shall exercise full discretion and act for each the Fund in the same manner and with the same force and effect as each the Fund itself might or could do with respect to purchases, sales sales, or other transactions, as well as with respect to all other such things necessary or incidental to the furtherance or conduct of such said purchases, sales sales, or other transactions. No reference in this Agreement to the Sub-Adviser having full discretionary authority over each the Fund’s investments shall in any way shall limit the right of either the Adviser or the Board, in its either the Adviser’s or the Board’s respective sole discretion, to establish or revise policies in connection with the management of a the Fund’s assets or to otherwise exercise its either the Adviser’s or the Board’s respective right to control the overall management of a the Fund’s assets. As applicable and appropriate, and without limiting the generality of the foregoing, the Sub-Adviser has the authority to enter into trading agreements on behalf of the Fund and to adhere on the Fund’s behalf to the applicable International Swaps & Derivatives Association (“ISDA”) over-the-counter (“OTC”) derivatives transaction protocols and to enter into client agency agreements or other documents that may be required to effect OTC derivatives transaction through swap execution facilities (i.e., “SEFs”).

Discretionary Investment Management Services. The Adviser shall act as investment adviser with respect to each the Fund. In such said capacity, the Adviser shallAdviser, subject to the supervision of the Board, regularly shall provide each the Fund with investment research, advice advice, and supervision supervision, and shall furnish continuously an investment program for each the Fund, consistent with the respective investment objectives and policies of each the Fund. The Adviser shall determine, from time to time, what securities shall be purchased for each the Fund, what securities shall be held or sold by each Fund the Fund, and what portion of each the Fund’s assets shall be held uninvested in cash, subject always to the provisions of the Trust’s Agreement and Declaration of Trust (“Declaration of Trust”), as amended the Trust’s By-Laws, and supplemented (the “Declaration of Trust”), Bylaws and its ’s registration statement on Form N-1A (the “Registration Statement”) under the 1940 Act, and under the Securities Act of 1933, as amended (the “1933 Act”), covering Fund shares, as filed with the Securities and Exchange Commission (the “Commission”), and with to the investment objectives, policies policies, and restrictions of each the Fund, as each of the same shall be from time to time shall be in effect. To carry out such these obligations, and to the extent not prohibited by any of the foregoing, the Adviser shall exercise full discretion and act for each the Fund in the same manner and with the same force and effect as each the Fund itself might or could do with respect to purchases, sales sales, or other transactions, as well as with respect to all other such things necessary or incidental to the furtherance or conduct of such said purchases, sales sales, or other transactions. No reference in this Agreement to the Adviser having full discretionary authority over each the Fund’s investments shall in any way shall limit the right of the Board, in its the Board’s sole discretion, to establish or revise policies in connection with the management of a the Fund’s assets or otherwise to otherwise exercise its the Board’s right to control the overall management of a the Fund. As applicable and appropriate, and without limiting the generality of the foregoing, the Adviser has the authority to enter into trading agreements on behalf of the Fund and adhere on the Fund’s behalf to the applicable International Swaps & Derivatives Association (“ISDA”) over-the-counter (“OTC”) derivatives transaction protocols and to enter into client agency agreements or other documents that may be required to effect OTC derivatives transaction through swap execution facilities (i.e., “SEFs”).

Discretionary Investment Management Services. The Adviser Advisor shall act as investment adviser with respect to each Fund. In such capacity, the Adviser Advisor shall, subject to the supervision of the Board, regularly provide each Fund with investment research, advice and supervision and shall furnish continuously an investment program for each Fund, consistent with the respective investment objectives and policies of each Fund. The Adviser Advisor shall determine, from time to time, what securities shall be purchased for each Fund, what securities shall be held or sold by each Fund and what portion of each Fund’s assets shall be held uninvested in cash, subject always to the provisions of the Trust’s Agreement and Declaration of Trust (“Declaration of Trust”), as amended and supplemented (the “Declaration of Trust”), Bylaws and its registration statement on Form N-1A (the “Registration Statement”) under the 1940 Act, and under the Securities Act of 1933, as amended (the “1933 Act”), as filed with the Securities and Exchange Commission (the “Commission”), and with the investment objectives, policies and restrictions of each Fund, as each of the same shall be from time to time in effect. To carry out such obligations, and to the extent not prohibited by any of the foregoing, the Adviser Advisor shall exercise full discretion and act for each Fund in the same manner and with the same force and effect as each Fund itself might or could do with respect to purchases, sales or other transactions, as well as with respect to all other such things necessary or incidental to the furtherance or conduct of such purchases, sales or other transactions. No reference in this Agreement to the Adviser Advisor having full discretionary authority over each Fund’s investments shall in any way limit the right of the Board, in its sole discretion, to establish or revise policies in connection with the management of a Fund’s assets or to otherwise exercise its right to control the overall management of a Fund.

Discretionary Investment Management Services. The Adviser shall act as investment adviser with respect to each Fundthe Funds. In such capacity, the Adviser shall, subject to the supervision of the Board, regularly provide each Fund the Funds with investment research, advice and supervision and shall furnish continuously an investment program for each Fundthe Funds, consistent with the respective investment objectives and policies of each Fund. The Adviser shall determine, from time to time, what securities shall be purchased for each Fundthe Funds, what securities shall be held or sold by each Fund the Funds and what portion of each Fund’s the Funds’ assets shall be held uninvested in cash, subject always to the provisions of the Trust’s Agreement and Declaration of Trust (“Declaration of Trust”), as amended and supplemented (the “Declaration of Trust”), Bylaws By-Laws and its registration statement on Form N-1A (the “Registration Statement”) under the 1940 Act, and under the Securities Act of 1933, as amended (the “1933 Act”), covering Fund shares, as filed with the Securities and Exchange Commission (the “Commission”), and with to the investment objectives, policies and restrictions of each Fundthe Funds, as each of the same shall be from time to time in effect. To carry out such obligations, and to the extent not prohibited by any of the foregoing, the Adviser shall exercise full discretion and act for each Fund the Funds in the same manner and with the same force and effect as each Fund itself the Funds themselves might or could do with respect to purchases, sales or other transactions, as well as with respect to all other such things necessary or incidental to the furtherance or conduct of such purchases, sales or other transactions. No reference in this Agreement to the Adviser having full discretionary authority over each Fund’s investments shall in any way limit the right of the Board, in its sole discretion, to establish or revise policies in connection with the management of a Fund’s assets or to otherwise exercise its right to control the overall management of a Fund.

Discretionary Investment Management Services. The Adviser shall act as investment adviser with respect to each Fund. In such capacity, the Adviser shall, subject to the supervision of the Board, regularly provide each Fund with investment research, advice and supervision and shall furnish continuously an investment program for each Fundthe Funds, consistent with the respective investment objectives and policies of each Fund. The Adviser shall determine, from time to time, what securities shall be purchased for each Fund, what securities shall be held or sold by each Fund and what portion of each Fund’s assets shall be held uninvested in cash, subject always to the provisions of the Trust’s Agreement and Declaration of Trust (“Declaration of Trust”), as amended and supplemented (the “Declaration of Trust”), Bylaws By-Laws and its registration statement on Form N-1A (the “Registration Statement”) under the 1940 Act, and under the Securities Act of 1933, as amended (the “1933 Act”), covering Fund shares, as filed with the Securities and Exchange Commission (the “Commission”), and with to the investment objectives, policies and restrictions of each Fund, as each of the same shall be from time to time in effect. To carry out such obligations, and to the extent not prohibited by any of the foregoing, the Adviser shall exercise full discretion and act for each Fund in the same manner and with the same force and effect as each Fund itself might or could do with respect to purchases, sales or other transactions, as well as with respect to all other such things necessary or incidental to the furtherance or conduct of such purchases, sales or other transactions. No reference in this Agreement to the Adviser having full discretionary authority over each Fund’s investments shall in any way limit the right of the Board, in its sole discretion, to establish or revise policies in connection with the management of a Fund’s assets or to otherwise exercise its right to control the overall management of a Fund.

Discretionary Investment Management Services. The Sub-Adviser shall act as sub-investment adviser with respect to each Fundthe Fund in regard to those Fund assets as may be allocated by the Adviser to the Sub-Adviser (the “Assets”). In such said capacity, the Adviser shallSub-Adviser, subject to the supervision of the Adviser and the Board, regularly shall provide each the Fund with investment research, advice advice, and supervision and shall furnish continuously an investment program for each Fundprogram, consistent with the respective investment objectives and policies of each Fundthe Fund as agreed upon by the Sub-Adviser and the Adviser. The Sub-Adviser shall determine, from time to time, what securities assets shall be purchased for each the Fund, what securities shall be held or sold by each Fund the Fund, and what portion of each the Fund’s assets shall be held uninvested in cash, subject always to the provisions of the TrustFund’s Agreement and Declaration of Trust (“Declaration of Trust”), as amended the By-Laws, and supplemented (the “Declaration of Trust”), Bylaws and its registration statement on Form N-1A N-2 (the “Registration Statement”) under the 1940 Act, and under the Securities Act of 1933, as amended (the “1933 Act”), as filed with the Securities and Exchange Commission (the “Commission”), and with to the investment objectives, policies policies, and restrictions of each the Fund, as each of the same shall be from time to time shall be in effecteffect (the “Governing Documents”). To carry out such these obligations, and to the extent not prohibited by any of the foregoing, the Sub-Adviser shall exercise full discretion and act for each the Fund in the same manner and with the same force and effect as each the Fund itself might or could do with respect to purchases, sales sales, or other transactions, as well as with respect to all other such things necessary or incidental to the furtherance or conduct of such said purchases, sales sales, or other transactions. Notwithstanding the foregoing, the Sub-Adviser, upon written instructions from the Adviser, shall effect such portfolio transactions for the Fund as the Adviser from time to time may direct consistent with the Governing Documents; provided, however, that the Sub-Adviser shall not be responsible for any such portfolio transactions effected upon written instructions from the Adviser. No reference in this Agreement to the Sub-Adviser having full discretionary authority over each the Fund’s investments shall in any way shall limit the right of either the Adviser or the Board, in its either the Adviser’s or the Board’s respective sole discretion, to establish or revise policies in connection with the management of a the Fund’s assets or to otherwise exercise its either the Adviser’s or the Board’s respective right to control the overall management of a the Fund’s assets. As applicable and appropriate, and without limiting the generality of the foregoing, the Sub-Adviser has the authority to enter into trading agreements on behalf of the Fund and to adhere on the Fund’s behalf to the applicable International Swaps & Derivatives Association (“ISDA”) over-the-counter (“OTC”) derivatives transaction protocols and to enter into clearing agent agreements or other documents that may be required to effect OTC derivatives transaction through swap execution facilities (i.e., “SEFs”). 1 References to the Fund may be to each individual investment company when the context requires.

Discretionary Investment Management Services. The Adviser shall act as investment adviser with respect to each the Fund. In such capacity, the Adviser shall, subject to the supervision of the Board, regularly provide each the Fund with investment research, advice and supervision and shall furnish continuously an investment program for each the Fund, consistent with the respective investment objectives and policies of each the Fund. The Adviser shall determine, from time to time, what securities shall be purchased for each the Fund, what securities shall be held or sold by each the Fund and what portion of each the Fund’s 's assets shall be held uninvested in cash, subject always to the provisions of the Trust’s 's Agreement and Declaration of Trust (“Declaration of Trust”), as amended and supplemented (the “Declaration of Trust”), Bylaws By-Laws and its registration statement on Form N-1A (the “"Registration Statement”") under the 1940 Act, and under the Securities Act of 1933, as amended (the “"1933 Act”"), covering Fund shares, as filed with the Securities and Exchange Commission (the “"Commission”"), and with to the investment objectives, policies and restrictions of each the Fund, as each of the same shall be from time to time in effect. To carry out such obligations, and to the extent not prohibited by any of the foregoing, the Adviser shall exercise full discretion and act for each the Fund in the same manner and with the same force and effect as each the Fund itself might or could do with respect to purchases, sales or other transactions, as well as with respect to all other such things necessary or incidental to the furtherance or conduct of such purchases, sales or other transactions. No reference in this Agreement to the Adviser having full discretionary authority over each the Fund’s 's investments shall in any way limit the right of the Board, in its sole discretion, to establish or revise policies in connection with the management of a the Fund’s 's assets or to otherwise exercise its right to control the overall management of a the Fund.

Discretionary Investment Management Services. The Adviser shall act as investment adviser with respect to each the Fund. In such capacity, the Adviser shall, subject to the supervision of the Board, regularly provide each the Fund with investment research, advice and supervision and shall furnish continuously an investment program for each the Fund, consistent with the respective investment objectives and policies of each the Fund. The Adviser shall determine, from time to time, what securities shall be purchased for each the Fund, what securities shall be held or sold by each the Fund and what portion of each the Fund’s assets shall be held uninvested in cash, subject always to the provisions of the Trust’s Agreement and Declaration of Trust (“Declaration of Trust”), as amended and supplemented (the “Declaration of Trust”), Bylaws By-Laws and its registration statement on Form N-1A N-2 (the “Registration Statement”) under the 1940 Act, and under the Securities Act of 1933, as amended (the “1933 Act”), covering Fund shares, as filed with the Securities and Exchange Commission (the “Commission”), and with to the investment objectives, policies and restrictions of each the Fund, as each of the same shall be from time to time in effect. To carry out such obligations, and to the extent not prohibited by any of the foregoing, the Adviser shall exercise full discretion and act for each the Fund in the same manner and with the same force and effect as each the Fund itself might or could do with respect to purchases, sales or other transactions, as well as with respect to all other such things necessary or incidental to the furtherance or conduct of such purchases, sales or other transactions. No reference in this Agreement to the Adviser having full discretionary authority over each the Fund’s investments shall in any way limit the right of the Board, in its sole discretion, to establish or revise policies in connection with the management of a the Fund’s assets or to otherwise exercise its right to control the overall management of a the Fund. Without limiting the generality of the foregoing, the Adviser’s discretionary authority includes the authority to enter into trading agreements on behalf of the Fund and adhere on the Fund’s behalf to the applicable International Swaps and Derivatives Association (“ISDA”) over-the-counter (“OTC”) derivatives transaction protocols and enter into client agency agreements or other documents that may be required to effect OTC derivatives transaction through swap execution facilities (i.e. SEFs).

Discretionary Investment Management Services. The Adviser shall act as investment adviser with respect to each Fundthe Company. In such said capacity, the Adviser shallAdviser, subject to the supervision of the Board, regularly shall provide each Fund the Company with investment research, advice advice, and supervision supervision, and shall furnish continuously an investment program for each Fundthe Company, consistent with the respective investment objectives and policies of each Fundthe Company. The With respect to the Company, the Adviser shall determine, from time to time, what securities shall be purchased for each Fundthe Company, what securities shall be held or sold by each Fund the Company, and what portion of each Fundthe Company’s assets shall be held uninvested in cash, subject always to the provisions of the TrustCompany’s Agreement Memorandum and Declaration Articles of Trust Association (hereinafter, said Memoranda and Articles of Association, as currently in effect, and as amended or supplemented from time to time, referred to as the “Declaration of TrustMemoranda”), as amended and supplemented (the “Declaration of Trust”), Bylaws and its Fund’s registration statement on Form N-1A (hereinafter, said registration statement, as currently in effect, and as amended or supplemented from time to time, referred to as the “Registration Statement”) under the 1940 Act, and under the Securities Act of 1933, as amended (the “1933 Act”), covering Fund shares, as filed with the Securities and Exchange Commission (the “Commission”), and with to the investment objectives, policies policies, and restrictions of each the Company and the Fund, as each of the same shall be from time to time shall be in effect. To carry out such these obligations, and to the extent not prohibited by any of the foregoing, the Adviser shall exercise full discretion and act for each Fund the Company in the same manner and with the same force and effect as each Fund the Company itself might or could do with respect to purchases, sales sales, or other transactions, as well as with respect to all other such things necessary or incidental to the furtherance or conduct of such said purchases, sales sales, or other transactions. No reference in this Agreement to the Adviser having full discretionary authority over each Fundthe Company’s investments shall in any way shall limit the right of the Board, in its the Board’s sole discretion, to establish or revise policies in connection with the management of a Fundthe Company’s assets or otherwise to otherwise exercise its the Board’s right to control the overall management of a Fundthe Company. As applicable and appropriate, and without limiting the generality of the foregoing, the Adviser has the authority to enter into trading agreements on behalf of the Company and to adhere on the Company’s behalf to the applicable International Swaps & Derivatives Association (“ISDA”) over-the-counter (“OTC”) derivatives transaction protocols and to enter into client agency agreements or other documents that may be required to effect OTC derivatives transaction through swap execution facilities (i.e., “SEFs”).

Discretionary Investment Management Services. The Adviser shall act as investment adviser with respect to each Fund. In such said capacity, the Adviser shallAdviser, subject to the supervision of the Board, regularly shall provide each Fund with investment research, advice advice, and supervision supervision, and shall furnish continuously an investment program for each Fundof the Funds, consistent with the respective investment objectives and policies of the Fund. With respect to each Fund. The , the Adviser shall determine, from time to time, what securities shall be purchased for each the Fund, what securities shall be held or sold by each Fund the Fund, and what portion of each the Fund’s assets shall be held uninvested in cash, subject always to the provisions of the Trust’s Agreement and Declaration of Trust (“Declaration of Trust”), as amended the Trust’s By-Laws, and supplemented (the “Declaration of Trust”), Bylaws and its ’s registration statement on Form N-1A (the “Registration Statement”) under the 1940 Act, and under the Securities Act of 1933, as amended (the “1933 Act”), covering Fund shares, as filed with the Securities and Exchange Commission (the “Commission”), and with to the investment objectives, policies policies, and restrictions of each the Fund, as each of the same shall be from time to time shall be in effect. To carry out such these obligations, and to the extent not prohibited by any of the foregoing, the Adviser shall exercise full discretion and act for each Fund of the Funds in the same manner and with the same force and effect as each Fund itself might or could do with respect to purchases, sales sales, or other transactions, as well as with respect to all other such things necessary or incidental to the furtherance or conduct of such said purchases, sales sales, or other transactions. No reference in this Agreement to the Adviser having full discretionary authority over each Fund’s investments shall in any way shall limit the right of the Board, in its the Board’s sole discretion, to establish or revise policies in connection with the management of a the Fund’s assets or otherwise to otherwise exercise its the Board’s right to control the overall management of a the Fund. As applicable and appropriate, and without limiting the generality of the foregoing, the Adviser has the authority to enter into trading agreements on behalf of each of the Funds and to adhere on each Fund’s behalf to the applicable International Swaps & Derivatives Association (“ISDA”) over-the-counter (“OTC”) derivatives transaction protocols and to enter into client agency agreements or other documents that may be required to effect OTC derivatives transaction through swap execution facilities (i.e., “SEFs”).

Discretionary Investment Management Services. The Adviser shall act as investment adviser with respect to each Fund. In such capacity, the Adviser shall, subject to the supervision of the Board, regularly provide each Fund with investment research, advice and supervision and shall furnish continuously an investment program for each Fund, consistent with the respective investment objectives and policies of each Fund. The Adviser shall determine, from time to time, what securities shall be purchased for each Fund, what securities shall be held or sold by each Fund and what portion of each Fund’s assets shall be held uninvested in cash, subject always to the provisions of the Trust’s Agreement and Declaration of Trust (“Declaration of Trust”), as amended and supplemented (the “Declaration of Trust”), Bylaws and its registration statement on Form N-1A (the “Registration Statement”) under the 1940 Act, and under the Securities Act of 1933, as amended (the “1933 Act”), as filed with the Securities and Exchange Commission (the “Commission”), and with the investment objectives, policies and restrictions of each Fund, as each of the same shall be from time to time in effect. To carry out such obligations, and to the extent not prohibited by any of the foregoing, the Adviser shall exercise full discretion and act for each Fund in the same manner and with the same force and effect as each Fund itself might or could do with respect to purchases, sales or other transactions, as well as with respect to all other such things necessary or incidental to the furtherance or conduct of such purchases, sales or other transactions. No reference in this Interim Agreement to the Adviser having full discretionary authority over each Fund’s investments shall in any way limit the right of the Board, in its sole discretion, to establish or revise policies in connection with the management of a Fund’s assets or to otherwise exercise its right to control the overall management of a Fund.

Discretionary Investment Management Services. The Adviser shall act as investment adviser with respect to each Fundthe Funds. In such capacity, the Adviser shall, subject to the supervision of the Board, regularly provide each Fund the Funds with investment research, advice and supervision and shall continuously furnish continuously an investment program for each Fundthe Funds, consistent with the respective investment objectives and policies of each Fund. The Adviser shall determine, from time to time, in its sole discretion, what securities or other assets shall be purchased for each Fundof the Funds, what securities or other assets shall be held or sold by each Fund of the Funds and what portion of each Fund’s Funds’ assets shall be held uninvested in cash, subject always to the provisions of the Trust’s Agreement and Declaration of Trust (“Declaration of Trust”), as amended Amended and supplemented (the “Declaration of Trust”), Bylaws Restated By-Laws and its registration statement on Form N-1A (the “Registration Statement”) under the 1940 Act, Act and under the Securities Act of 1933, as amended (the “1933 Act”), as filed with the U.S. Securities and Exchange Commission (the “Commission”), and with to the investment objectives, policies and restrictions of each Fundof the Funds, respectively, as each of the same shall be from time to time in effect. To carry out such obligations, and to the extent not prohibited by any of the foregoing, the Adviser shall exercise full discretion and act for each Fund of the Funds, respectively, in the same manner and with the same force and effect as each Fund itself of the Funds themselves might or could do with respect to purchases, sales or other transactions, as well as with respect to all other such things necessary or incidental to the furtherance or conduct of such purchases, sales or other transactions. No reference in this Agreement to the Adviser having full discretionary authority over each of the Fund’s investments shall in any way limit the right of the Board, in its sole discretion, to establish or revise policies in connection with the management of a particular Fund’s assets or to otherwise exercise its right to control the overall management of a Fund.

Discretionary Investment Management Services. The Adviser shall act as investment adviser with respect to each Fund. In such capacity, the Adviser shall, subject to the supervision of the Board, regularly provide each Fund with investment research, advice and supervision and shall furnish continuously an investment program for each Fund, consistent with the respective investment objectives and policies of each Fund. The Adviser shall determine, from time to time, what securities shall be purchased for each Fund, what securities shall be held or sold by each Fund and what portion of each Fund’s assets shall be held uninvested in cash, subject always to the provisions of the Trust’s Agreement and Declaration of Trust (“Declaration of Trust”), as amended and supplemented (the “Declaration of Trust”), Bylaws and its registration statement on Form N-1A (the “Registration Statement”) under the 1940 Act, and under the Securities Act of 1933, as amended (the “1933 Act”), as filed with the Securities and Exchange Commission (the “Commission”), and with the investment objectives, policies and restrictions of each Fund, as each of the same shall be from time to time in effect. To carry out such obligations, and to the extent not prohibited by any of the foregoing, the Adviser shall exercise full discretion and act for each Fund in the same manner and with the same force and effect as each Fund itself might or could do with respect to purchases, sales or other transactions, as well as with respect to all other such things necessary or incidental to the furtherance or conduct of such purchases, sales or other transactionstransactions which shall include, without limitation, Adviser authority to: open and close accounts; select and place orders; purchase, sell and otherwise trade or deal with any Fund investment or other asset; instruct the custodian; invest and reinvest assets; vote proxies; and consult with legal counsel. No reference in this Agreement to the Adviser having full discretionary authority over each Fund’s investments shall in any way limit the right of the Board, in its sole discretiondiscretion consistent with the terms of this Agreement, to establish or revise policies in connection with the management of a Fund’s assets or to otherwise exercise its right to control the overall management of a Fund.

Discretionary Investment Management Services. The Sub-Adviser shall act as sub-investment adviser with respect to each the Fund. In such capacity, the Sub-Adviser shall, subject to the supervision of the Adviser and the Board, regularly provide each the Fund with investment research, advice and supervision and shall furnish continuously an investment program for each Fundsuch Fund assets as may be allocated by the Adviser to the Sub-Adviser, consistent with the respective investment objectives and policies of each the Fund. The Sub-Adviser shall determine, from time to time, what securities investments shall be purchased for each Fund, the Fund and what such securities shall be held or sold by each Fund and what portion of each the Fund’s assets shall be held uninvested in cash, subject always to the provisions of the Trust’s Agreement and Declaration of Trust (“Declaration of Trust”), as amended and supplemented (the “Declaration of Trust”), Bylaws By-Laws and its registration statement on Form N-1A (the “Registration Statement”) under the Investment Company Act of 1940, as amended (the “1940 Act”), and under the Securities Act of 1933, as amended (the “1933 Act”), covering Fund shares, as filed with the Securities and Exchange Commission (the “Commission”), and with to the investment objectives, policies and restrictions of each the Fund, as each of the same shall be from time to time in effect. To carry out such obligations, and to the extent not prohibited by any of the foregoing, the Sub-Adviser shall exercise full discretion and act for each the Fund in the same manner and with the same force and effect as each the Fund itself might or could do with respect to purchases, sales or other transactions, as well as with respect to all other such things necessary or incidental to the furtherance or conduct of such purchases, sales or other transactions. Notwithstanding the foregoing, the Sub-Adviser shall, upon written instructions from the Adviser, effect such portfolio transactions for the Fund as the Adviser may from time to time direct; provided however, that the Sub-Adviser shall not be responsible for any such portfolio transactions effected upon written instructions from the Adviser. No reference in this Agreement to the Sub-Adviser having full discretionary authority over each the Fund’s investments shall in any way limit the right of the BoardAdviser, in its sole discretion, to establish or revise policies in connection with the management of a the Fund’s assets or to otherwise exercise its right to control the overall management of a the Fund’s assets.

Discretionary Investment Management Services. The Adviser Subadviser shall act as sub-investment adviser with respect to each FundFund in regard to those Fund assets as may be allocated by the Adviser to the Subadviser (the “Assets”). In such said capacity, the Adviser shallSubadviser, subject to the written instructions and supervision of the Adviser and the Board, regularly shall provide each the Fund with investment research, advice advice, and supervision and shall furnish continuously an investment program for each Fundprogram, consistent with the respective investment objectives and policies of each the Fund. The Adviser Subadviser shall determine, from time to time, what securities shall be purchased for each the Fund, what securities shall be held or sold by each Fund the Fund, and what portion of each the Fund’s assets shall be held uninvested in cash, subject always to the provisions of the Trust’s Agreement and Declaration of Trust (“Declaration of Trust”), as amended the Trust’s By-Laws, and supplemented (the “Declaration of Trust”), Bylaws and its ’s registration statement on Form N-1A (the “Registration Statement”) under the 1940 Act, and under the Securities Act of 1933, as amended (the “1933 Act”), covering Fund shares, as filed with the Securities and Exchange Commission (the “Commission”), and with to the investment objectives, policies policies, and restrictions of each the Fund, as each of the same shall be from time to time shall be in effect. To carry out such these obligations, and to the extent not prohibited by any of the foregoing, the Adviser Subadviser shall exercise full discretion and act for each the Fund in the same manner and with the same force and effect as each the Fund itself might or could do with respect to purchases, sales sales, or other transactions, as well as with respect to all other such things necessary or incidental to the furtherance or conduct of such said purchases, sales sales, or other transactions. No reference in this Agreement to the Adviser Subadviser having full discretionary authority over each the Fund’s investments shall in any way shall limit the right of either the Adviser or the Board, in its either the Adviser’s or the Board’s respective sole discretion, to establish or revise policies in connection with the management of a the Fund’s assets or to otherwise exercise its either the Adviser’s or the Board’s respective right to control the overall management of a the Fund’s assets. As applicable and appropriate, and without limiting the generality of the foregoing, the Subadviser has the authority to enter into trading agreements on behalf of the Fund and to adhere on the Fund’s behalf to the applicable International Swaps & Derivatives Association (“ISDA”) over-the-counter (“OTC”) derivatives transaction protocols and to enter into client agency agreements or other documents that may be required to effect OTC derivatives transaction through swap execution facilities (i.e., “SEFs”).

Discretionary Investment Management Services. The Adviser shall act as investment adviser with respect to each the Fund. In such capacity, the Adviser shall, subject to the supervision of the Board, regularly provide each the Fund with investment research, advice and supervision and shall furnish continuously an investment program for each the Fund, consistent with the respective investment objectives and policies of each the Fund. The Adviser shall determine, from time to time, what securities shall be purchased for each the Fund, what securities shall be held or sold by each the Fund and what portion of each the Fund’s assets shall be held uninvested in cash, subject always to the provisions of the Trust’s Agreement and Declaration of Trust (“Declaration of Trust”)dated 4 December 2013, as amended and supplemented (the “Declaration of Trust”), Bylaws By-Laws and its registration statement on Form N-1A (the “Registration Statement”) under the 1940 Act, and under the Securities Act of 1933, as amended (the “1933 Act”), covering Fund shares, as filed with the Securities and Exchange Commission (the “Commission”), and with to the investment objectives, policies and restrictions of each the Fund, as each of the same shall be from time to time in effect. To carry out such obligations, and to the extent not prohibited by any of the foregoing, the Adviser shall exercise full discretion and act for each the Fund in the same manner and with the same force and effect as each the Fund itself might or could do with respect to purchases, sales or other transactions, as well as with respect to all other such things necessary or incidental to the furtherance or conduct of such purchases, sales or other transactions. No reference in this Agreement to the Adviser having full discretionary authority over each the Fund’s investments shall in any way limit the right of the Board, in its sole discretion, to establish or revise policies in connection with the management of a the Fund’s assets or to otherwise exercise its right to control the overall management of a the Fund.

Discretionary Investment Management Services. The Sub-Adviser shall act as sub-investment adviser with respect to each FundFund in regard to those Fund assets as may be allocated by the Adviser to the Sub-Adviser (the “Assets”). In such said capacity, the Adviser shallSub-Adviser, subject to the supervision of the Adviser and the Board, regularly shall provide each the Fund with investment research, advice and supervision and shall furnish continuously an investment program for each Fundprogram, consistent with the respective investment objectives and policies of each the Fund. The Sub-Adviser shall determine, from time to time, what securities shall be purchased for each the Fund, what securities shall be held or sold by each Fund the Fund, and what portion of each the Fund’s assets shall be held uninvested in cash, subject always to the provisions of the Trust’s Agreement and Declaration of Trust (“Declaration of Trust”), as amended the Trust’s By-Laws it had received from the Adviser, and supplemented (the “Declaration of Trust”), Bylaws and its ’s registration statement on Form N-1A (the “Registration Statement”) under the 1940 Act, and under the Securities Act of 1933, as amended (the “1933 Act”), covering Fund shares, as filed with the Securities and Exchange Commission (the “Commission”), and with to the investment objectives, policies policies, and restrictions of each the Fund, as each of the same shall be from time to time shall be in effect. To carry out such these obligations, and to the extent not prohibited by any of the foregoing, the Sub-Adviser shall exercise full discretion and act for each the Fund in the same manner and with the same force and effect as each the Fund itself might or could do with respect to purchases, sales sales, or other transactions, as well as with respect to all other such things necessary or incidental to the furtherance or conduct of such said purchases, sales sales, or other transactions. No reference in this Agreement to the Sub-Adviser having full discretionary authority over each the Fund’s investments shall in any way shall limit the right of either the Adviser or the Board, in its either the Adviser’s or the Board’s respective sole discretion, to establish or revise policies in connection with the management of a the Fund’s assets or to otherwise exercise its either the Adviser’s or the Board’s respective right to control the overall management of a the Fund’s assets. As applicable and appropriate, and without limiting the generality of the foregoing, the Sub-Adviser has the authority to enter into trading agreements on behalf of the Fund and to adhere on the Fund’s behalf to the applicable International Swaps & Derivatives Association (“ISDA”) over-the-counter (“OTC”) derivatives transaction protocols and to enter into client agency agreements or other documents that may be required to effect OTC derivatives transaction through swap execution facilities (i.e., “SEFs”).

Discretionary Investment Management Services. The Adviser shall act as investment adviser with respect to each Fundthe Company. In such said capacity, the Adviser shallAdviser, subject to the supervision of the Board, regularly shall provide each Fund the Company with investment research, advice and supervision and shall furnish continuously an investment program for each Fundthe Company, consistent with the respective investment objectives and policies of each Fundthe Company. The Adviser shall determine, from time to time, what securities shall be purchased for each Fundthe Company, what securities shall be held or sold by each Fund the Company, and what portion of each Fundthe Company’s assets shall be held uninvested in cash, subject always to the provisions of the TrustCompany’s Agreement Memorandum and Declaration Articles of Trust Association (hereinafter, said Memorandum and Articles of Association, as currently in effect, and as amended or supplemented from time to time, referred to as the “Declaration of TrustMemorandum”), as amended and supplemented (the “Declaration of Trust”), Bylaws and its Fund’s registration statement on Form N-1A (hereinafter, said registration statement, as currently in effect, and as amended or supplemented from time to time, referred to as the “Registration Statement”) under the 1940 Act, and under the Securities Act of 1933, as amended (the “1933 Act”), covering the Fund’s shares, as filed with the Securities and Exchange Commission (the “Commission”), and with to the investment objectives, policies policies, and restrictions of each the Company and the Fund, as each of the same shall be from time to time in effect. To carry out such said obligations, and to the extent not prohibited by any of the foregoing, the Adviser shall exercise full discretion and act for each Fund the Company in the same manner and with the same force and effect as each Fund the Company itself might or could do with respect to purchases, sales sales, or other transactions, as well as with respect to all other such things necessary or incidental to the furtherance or conduct of such said purchases, sales sales, or other transactions. No reference in this Agreement to the Adviser having full discretionary authority over each Fundthe Company’s investments shall in any way shall limit the right of the Board, in its the Board’s sole discretion, to establish or revise policies in connection with the management of a Fundthe Company’s assets or otherwise to otherwise exercise its the Board’s right to control the overall management of a Fundthe Company.

Discretionary Investment Management Services. The Sub-Adviser shall act as sub-investment adviser with respect to each Fundthe Fund in regard to those Fund assets as may be allocated by the Adviser to the Sub-Adviser (the “Assets”). In such said capacity, the Adviser shallSub-Adviser, subject to the supervision of the Adviser and the Board, regularly shall provide each the Fund with investment research, advice advice, and supervision and shall furnish continuously an investment program for each Fundprogram, consistent with the respective investment objectives and policies of each Fundthe Fund as agreed upon by the Sub-Adviser and the Adviser. The Sub-Adviser shall determine, from time to time, what securities assets shall be purchased for each the Fund, what securities shall be held or sold by each Fund the Fund, and what portion of each the Fund’s assets shall be held uninvested in cash, subject always to the provisions of the TrustFund’s Agreement and Declaration of Trust (“Declaration of Trust”), as amended the By-Laws, and supplemented (the “Declaration of Trust”), Bylaws and its registration statement on Form N-1A N-2 (the “Registration Statement”) under the 1940 Act, and under the Securities Act of 1933, as amended (the “1933 Act”), as filed with the Securities and Exchange Commission (the “Commission”), and with to the investment objectives, policies policies, and restrictions of each the Fund, as each of the same shall be from time to time shall be in effecteffect (the “Governing Documents”). To carry out such these obligations, and to the extent not prohibited by any of the foregoing, the Sub-Adviser shall exercise full discretion and act for each the Fund in the same manner and with the same force and effect as each the Fund itself might or could do with respect to purchases, sales sales, or other transactions, as well as with respect to all other such things necessary or incidental to the furtherance or conduct of such said purchases, sales sales, or other transactions. Notwithstanding the foregoing, the Sub-Adviser, upon written instructions from the Adviser, shall effect such portfolio transactions for the Fund as the Adviser from time to time may direct consistent with the Governing Documents; provided, however, that the Sub-Adviser shall not be responsible for any such portfolio transactions effected upon written instructions from the Adviser. No reference in this Agreement to the Sub-Adviser having full discretionary authority over each the Fund’s investments shall in any way shall limit the right of either the Adviser or the Board, in its either the Adviser’s or the Board’s respective sole discretion, to establish or revise policies in connection with the management of a the Fund’s assets or to otherwise exercise its either the Adviser’s or the Board’s respective right to control the overall management of a the Fund’s assets. As applicable and appropriate, and without limiting the generality of the foregoing, the Sub-Adviser has the authority to review, negotiate and execute any and all agreements, letters, instruments, certificates and other documentation necessary to facilitate, effect and manage the purchase, sale and holding of the Fund’s investments including, without limitation, such documentation identified in Schedule B. 1 References to the Fund may be to each individual investment company when the context requires.

Discretionary Investment Management Services. The Adviser shall act as investment adviser with respect to each the Fund. In such capacity, the Adviser shall, subject to the supervision of the Board, regularly provide each the Fund with investment research, advice and supervision and shall furnish continuously an investment program for each the Fund, consistent with the respective investment objectives and policies of each the Fund. The Adviser shall determine, from time to time, what securities shall be purchased for each the Fund, what securities shall be held or sold by each the Fund and what portion of each the Fund’s assets shall be held uninvested in cash, subject always to the provisions of the Trust’s Agreement and Declaration of Trust (“Declaration of Trust”), as amended and supplemented (the “Declaration of Trust”), Bylaws By-Laws and its registration statement on Form N-1A (the “Registration Statement”) under the 1940 Act, and under the Securities Act of 1933, as amended (the “1933 Act”), covering Fund shares, as filed with the Securities and Exchange Commission (the “Commission”), and with to the investment objectives, policies and restrictions of each the Fund, as each of the same shall be from time to time in effect. To carry out such obligations, and to the extent not prohibited by any of the foregoing, the Adviser shall exercise full discretion and act for each the Fund in the same manner and with the same force and effect as each the Fund itself might or could do with respect to purchases, sales or other transactions, as well as with respect to all other such things necessary or incidental to the furtherance or conduct of such purchases, sales or other transactions. No reference in this Agreement to the Adviser having full discretionary authority over each the Fund’s investments shall in any way limit the right of the Board, in its sole discretion, to establish or revise policies in connection with the management of a the Fund’s assets or to otherwise exercise its right to control the overall management of a the Fund.

Discretionary Investment Management Services. The Adviser shall act as investment adviser with respect to each the Fund. In such said capacity, the Adviser shallAdviser, subject to the supervision of the Board, regularly shall provide each the Fund with investment research, advice advice, and supervision supervision, and shall furnish continuously an investment program for each the Fund, consistent with the respective investment objectives and policies of each the Fund. The Adviser shall determine, from time to time, what securities shall be purchased for each the Fund, what securities shall be held or sold by each Fund the Fund, and what portion of each the Fund’s assets shall be held uninvested in cash, subject always to the provisions of the Trust’s Agreement and Declaration of Trust (“Declaration of Trust”), as amended the Trust’s By-Laws, and supplemented (the “Declaration of Trust”), Bylaws and its ’s registration statement on Form N-1A (the “Registration Statement”) under the 1940 Act, and under the Securities Act of 1933, as amended (the “1933 Act”), covering Fund shares, as filed with the Securities and Exchange Commission (the “Commission”), and with to the investment objectives, policies policies, and restrictions of each the Fund, as each of the same shall be from time to time shall be in effect. To carry out such these obligations, and to the extent not prohibited by any of the foregoing, the Adviser shall exercise full discretion and act for each the Fund in the same manner and with the same force and effect as each the Fund itself might or could do with respect to purchases, sales sales, or other transactions, as well as with respect to all other such things necessary or incidental to the furtherance or conduct of such said purchases, sales sales, or other transactions. The Adviser is permitted to use persons employed by an “affiliated person” (as defined in the 0000 Xxx) of the Adviser to provide, or assist in providing, certain non-discretionary investment advisory services under this Agreement to the extent not prohibited by, or inconsistent with, applicable law, including the requirements of the 1940 Act, the rules thereunder, and relevant positions of the Commission and its staff. In addition, the Adviser is permitted to use affiliates that are not registered as investment advisers with the SEC and employees of such affiliates, to provide certain non-discretionary investment advisory services, and in connection therewith, such affiliates are hereby authorized to execute, on behalf of the Fund, such brokerage or derivative-related agreements (including, without limitation, International Swaps & Derivatives Association (“ISDA”) documentation as the Adviser deems necessary or appropriate. The Adviser is also permitted to delegate certain administrative and “back office” functions, including portfolio reconciliation, and certain operational and compliance services, to any affiliate of the Adviser. Any delegation to affiliates, and the use of affiliated persons, shall be subject to Adviser’s responsibility and liability under the terms of this Agreement. No reference in this Agreement to the Adviser having full discretionary authority over each the Fund’s investments shall in any way shall limit the right of the Board, in its the Board’s sole discretion, to establish or revise policies in connection with the management of a the Fund’s assets or otherwise to otherwise exercise its the Board’s right to control the overall management of a the Fund. Without limiting the generality of the foregoing, the Adviser has the authority to enter into trading agreements on behalf of the Fund and adhere on the Fund’s behalf to the applicable ISDA over-the-counter (“OTC”) derivatives transaction protocols and to enter into client agency agreements or other documents that may be required to effect OTC derivatives transaction through swap execution facilities (i.e., “SEFs”).

Discretionary Investment Management Services. The Adviser shall act as investment adviser with respect to each Fundthe Funds. In such capacity, the Adviser shall, subject to the supervision of the Board, regularly provide each Fund the Funds with investment research, advice and supervision and shall furnish continuously an investment program for each Fund, consistent with the respective investment objectives and policies of each Fund. The Adviser shall determine, from time to time, what securities shall be purchased for each a Fund, what securities shall be held or sold by each a Fund and what portion of each a Fund’s 's assets shall be held uninvested in cash, subject always to the provisions of the Trust’s 's Agreement and Declaration of Trust (“Declaration of Trust”), as amended and supplemented (the “Declaration of Trust”), Bylaws By-Laws and its registration statement on Form N-1A (the “"Registration Statement”") under the 1940 Act, and under the Securities Act of 1933, as amended (the “"1933 Act”"), covering Fund shares, as filed with the Securities and Exchange Commission (the “"Commission”"), and with to the investment objectives, policies and restrictions of each Fundthe Funds, as each of the same shall be from time to time in effect. To carry out such obligations, and to the extent not prohibited by any of the foregoing, the Adviser shall exercise full discretion and act for each Fund the Funds in the same manner and with the same force and effect as each a Fund itself might or could do with respect to purchases, sales or other transactions, as well as with respect to all other such things necessary or incidental to the furtherance or conduct of such purchases, sales or other transactions. No reference in this Agreement to the Adviser having full discretionary authority over each a Fund’s 's investments shall in any way limit the right of the Board, in its sole discretion, to establish or revise policies in connection with the management of a Fund’s 's assets or to otherwise exercise its right to control the overall management of a Fund.

Discretionary Investment Management Services. The Adviser shall act as investment adviser with respect to each the Fund. In such said capacity, the Adviser shallAdviser, subject to the supervision of the Board, regularly shall provide each the Fund with investment research, advice advice, and supervision supervision, and shall furnish continuously an investment program for each the Fund, consistent with the respective investment objectives and policies of each the Fund. The Adviser shall determine, from time to time, what securities shall be purchased for each the Fund, what securities shall be held or sold by each Fund the Fund, and what portion of each the Fund’s assets shall be held uninvested in cash, subject always to the provisions of the Trust’s Agreement and Declaration of Trust (“Declaration of Trust”), as amended the Trust’s By-Laws, and supplemented (the “Declaration of Trust”), Bylaws and its ’s registration statement on Form N-1A (the “Registration Statement”) under the 1940 Act, and under the Securities Act of 1933, as amended (the “1933 Act”), covering Fund shares, as filed with the Securities and Exchange Commission (the “Commission”), and with to the investment objectives, policies policies, and restrictions of each the Fund, as each of the same shall be from time to time shall be in effect. To carry out such these obligations, and to the extent not prohibited by any of the foregoing, the Adviser shall exercise full discretion and act for each the Fund in the same manner and with the same force and effect as each the Fund itself might or could do with respect to purchases, sales sales, or other transactions, as well as with respect to all other such things necessary or incidental to the furtherance or conduct of such said purchases, sales sales, or other transactions. No reference in this Agreement to the Adviser having full discretionary authority over each the Fund’s investments shall in any way shall limit the right of the Board, in its the Board’s sole discretion, to establish or revise policies in connection with the management of a the Fund’s assets or otherwise to otherwise exercise its the Board’s right to control the overall management of a the Fund. Without limiting the generality of the foregoing, the Adviser has the authority to enter into trading agreements on behalf of the Fund and adhere on the Fund’s behalf to the applicable International Swaps & Derivatives Association (“ISDA”) over-the-counter (“OTC”) derivatives transaction protocols and to enter into client agency agreements or other documents that may be required to effect OTC derivatives transaction through swap execution facilities (i.e., “SEFs”).

Discretionary Investment Management Services. The Sub-Adviser shall act as sub-investment adviser with respect to each the Fund. In such capacity, the Sub-Adviser shall, subject to the supervision of the Adviser and the Board, regularly provide each the Fund with investment research, advice and supervision and shall furnish continuously an investment program for each Fundsuch Fund assets as may be allocated by the Adviser to the Sub- Adviser (the “Assets”), consistent with the respective investment objectives and policies of each the Fund. The Sub-Adviser shall determine, from time to time, what securities investments shall be purchased for each Fund, the Fund and what such securities shall be held or sold by each Fund and what portion of each the Fund’s assets shall be held uninvested in cash, subject always to the provisions of the Trust’s Agreement and Declaration of Trust (“Declaration of Trust”), as amended and supplemented (the “Declaration of Trust”), Bylaws By-Laws and its registration statement on Form N-1A (the “Registration Statement”) under the Investment Company Act of 1940, as amended (the “1940 Act”), and under the Securities Act of 1933, as amended (the “1933 Act”), covering Fund shares, as filed with the Securities and Exchange Commission (the “Commission”), and with to the investment objectives, policies and restrictions of each the Fund, as each of the same shall be from time to time in effect. To carry out such obligations, and to the extent not prohibited by any of the foregoing, the Sub-Adviser shall exercise full discretion and act for each the Fund in the same manner and with the same force and effect as each the Fund itself might or could do with respect to purchases, sales or other transactions, as well as with respect to all other such things necessary or incidental to the furtherance or conduct of such purchases, sales or other transactions. Notwithstanding the foregoing, the Sub-Adviser shall, upon written instructions from the Adviser, effect such portfolio transactions for the Fund as the Adviser may from time to time direct; provided however, that the Sub-Adviser shall not be responsible for any such portfolio transactions effected upon written instructions from the Adviser. No reference in this Agreement to the Sub- Adviser having full discretionary authority over each the Fund’s investments shall in any way limit the right of the BoardAdviser, in its sole discretion, to establish or revise policies in connection with the management of a the Fund’s assets or to otherwise exercise its right to control the overall management of a the Fund’s assets.

Discretionary Investment Management Services. The Adviser shall act as investment adviser with respect to each Fund. In such said capacity, the Adviser shallAdviser, subject to the supervision of the Board, regularly shall provide each Fund with investment research, advice advice, and supervision supervision, and shall furnish continuously an investment program for each Fundof the Funds, consistent with the respective investment objectives and policies of the Fund. With respect to each Fund. The , the Adviser shall determine, from time to time, what securities shall be purchased for each the Fund, what securities shall be held or sold by each Fund the Fund, and what portion of each the Fund’s assets shall be held uninvested in cash, subject always to the provisions of the Trust’s Agreement and Declaration of Trust (“Declaration of Trust”), as amended the Trust’s By-Laws, and supplemented (the “Declaration of Trust”), Bylaws and its ’s registration statement on Form N-1A (the “Registration Statement”) under the 1940 Act, and under the Securities Act of 1933, as amended (the “1933 Act”), covering Fund shares, as filed with the Securities and & Exchange Commission (the “Commission” or the “SEC”), and with to the investment objectives, policies policies, and restrictions of each the Fund, as each of the same shall be from time to time shall be in effect. To carry out such these obligations, and to the extent not prohibited by any of the foregoing, the Adviser shall exercise full discretion and act for each Fund of the Funds in the same manner and with the same force and effect as each Fund itself might or could do with respect to purchases, sales sales, or other transactions, as well as with respect to all other such things necessary or incidental to the furtherance or conduct of such said purchases, sales sales, or other transactions. No reference in this Agreement to the Adviser having full discretionary authority over each Fund’s investments shall in any way shall limit the right of the Board, in its the Board’s sole discretion, to establish or revise policies in connection with the management of a the Fund’s assets or otherwise to otherwise exercise its the Board’s right to control the overall management of a the Fund. As applicable and appropriate, and without limiting the generality of the foregoing, the Adviser, in the Adviser’s sole discretion, has the authority to enter into trading agreements on behalf of each of the Funds and to adhere on each Fund’s behalf to the applicable International Swaps & Derivatives Association (“ISDA”) over-the-counter (“OTC”) derivatives transaction protocols and to enter into client agency agreements or other documents that may be required to effect OTC derivatives transaction through swap execution facilities (i.e., “SEFs”).

Discretionary Investment Management Services. The Sub-Adviser shall act as sub-investment adviser with respect to each the Fund. In such capacity, the Sub-Adviser shall, subject to the supervision of the Adviser and the Board, regularly provide each the Fund with investment research, advice and supervision and shall furnish continuously an investment program for each Fundsuch Fund assets as may be allocated by the Adviser to the Sub-Adviser for purposes of investing Fund assets, consistent with the respective investment objectives and policies of each the Fund. The Sub-Adviser shall determine, from time to time, what securities investments shall be purchased for each Fund, the Fund and what such securities shall be held or sold by each Fund and what portion of each the Fund’s assets shall be held uninvested in cash, subject always to the provisions of the Trust’s Agreement and Declaration of Trust (“Declaration of Trust”), as amended and supplemented (the “Declaration of Trust”), Bylaws By-Laws and its registration statement on Form N-1A (the “Registration Statement”) under the Investment Company Act of 1940, as amended (the “1940 Act”), and under the Securities Act of 1933, as amended (the “1933 Act”), covering Fund shares, as filed with the Securities and Exchange Commission (the “Commission”), and with to the investment objectives, policies and restrictions of each the Fund, as each of the same shall be from time to time in effecteffect and set forth in the Registration Statement. To carry out such obligations, and to the extent not prohibited by any of the foregoing, the Sub-Adviser shall exercise full discretion and act for each the Fund in the same manner and with the same force and effect as each the Fund itself might or could do with respect to purchases, sales or other transactionstransactions and is hereby appointed the Fund’s agent and attorney-in-fact for the limited purposes of executing account documentation, agreements, contracts and other documents as well as the Sub-Adviser shall be required by brokers, dealers, counterparties and other persons in connection with respect to all other such things necessary or incidental the Sub-Adviser’s management of the Fund. Notwithstanding the foregoing, the Adviser may, pursuant to the furtherance or conduct of Management Agreement and upon prior written instructions from the Adviser, effect such purchasesportfolio transactions for the Fund as the Adviser may from time to time determine; provided however, sales or other transactionsthat the Sub-Adviser shall not be responsible for any such portfolio transactions effected by the Adviser. No reference in this Agreement to the Sub-Adviser having full discretionary authority over each the Fund’s investments shall in any way limit the right of the BoardAdviser, in its sole discretion, to establish or revise policies in connection with the management of a the Fund’s assets or to otherwise exercise its right to control the overall management of a the Fund’s assets.

Discretionary Investment Management Services. The Adviser shall act as investment adviser with respect to each Fund. In such capacity, the Adviser shall, subject to the supervision oversight of the Board, regularly provide each Fund with investment research, advice and supervision and shall furnish continuously an investment program for each Fund, consistent with the respective investment objectives and policies of each Fund. The Adviser shall determine, from time to time, what securities shall be purchased for each Fund, what securities shall be held or sold by each Fund and what portion of each Fund’s assets shall be held uninvested in cash, subject always to the provisions of the Trust’s Agreement and Declaration of Trust (“Declaration of Trust”), as amended and supplemented from time to time (the “Declaration of Trust”), Bylaws By-laws and its registration statement on Form N-1A (the “Registration Statement”) under the 1940 Act, Act and under the Securities Act of 1933, as amended (the “1933 Act”), as filed with the Securities and Exchange Commission (the “Commission”), and with the investment objectives, policies and restrictions of each Fund, as each of the same shall be in effect from time to time in effecttime. To carry out such obligations, and to the extent not prohibited by any of the foregoing, the Adviser shall exercise full discretion and act for each Fund in the same manner and with the same force and effect as each Fund itself might or could do with respect to purchases, sales or other transactions, as well as with respect to all other such things necessary or incidental to the furtherance or conduct of such purchases, sales or other transactions. No reference in this Agreement to the Adviser having full discretionary authority over each Fund’s investments shall in any way limit the right of the Board, in its sole discretion, to establish or revise policies in connection with the management of a Fund’s assets or to otherwise exercise its right to control the overall management of a Fund.

Discretionary Investment Management Services. The Adviser shall act act, whether alone or as a co-investment adviser, as an investment adviser with respect to each Fundthe Funds and provide such services as outlined in this Agreement alone, or if with a co-investment adviser such specific service or services as the co-investment advisers determine among themselves and as approved by the Board. In such capacity, the Adviser shall, subject to the supervision of the Board, regularly provide each Fund the Funds with investment research, advice and supervision and shall furnish continuously an investment program for each Fundthe Funds, consistent with the respective investment objectives and policies of each Fund. The Adviser shall determine, from time to time, what securities shall be purchased for each Fundthe Funds, what securities shall be held or sold by each Fund the Funds and what portion of each Fund’s the Funds’ assets shall be held uninvested in cash, subject always to the provisions of the Trust’s Agreement and Declaration of Trust (“Declaration of Trust”), as amended and supplemented (the “Declaration of Trust”), Bylaws By-Laws and its registration statement on Form N-1A (the “Registration Statement”) under the 1940 Act, and under the Securities Act of 1933, as amended (the “1933 Act”), covering Fund shares, as filed with the U.S. Securities and Exchange Commission (the “Commission”), and with to the investment objectives, policies and restrictions of each Fundthe Funds, as each of the same shall be from time to time in effect. To carry out such obligations, and to the extent not prohibited by any of the foregoing, the Adviser shall exercise full discretion and act for each Fund the Funds in the same manner and with the same force and effect as each Fund itself the Funds themselves might or could do with respect to purchases, sales or other transactions, as well as with respect to all other such things necessary or incidental to the furtherance or conduct of such purchases, sales or other transactions. No reference in this Agreement to the Adviser having full discretionary authority over each Fund’s investments shall in any way limit the right of the Board, in its sole discretion, to establish or revise policies in connection with the management of a Fund’s assets or to otherwise exercise its right to control the overall management of a Fund.

Discretionary Investment Management Services. The Sub-Adviser shall act as sub-investment adviser with respect to each the Fund. In such capacity, the Sub-Adviser shall, subject to the supervision of the Adviser and the Board, regularly provide each the Fund with investment research, advice and supervision and shall furnish continuously an investment program for each Fundsuch Fund assets as may be allocated by the Adviser to the Sub-Adviser, consistent with the respective investment objectives and policies of each the Fund. The Sub-Adviser shall determine, from time to time, what securities investments shall be purchased for each Fund, the Fund and what such securities shall be held or sold by each Fund and what portion of each the Fund’s assets shall be held uninvested in cash, subject always to the provisions of the Trust’s Agreement and Declaration of Trust (“Declaration of Trust”), as amended and supplemented (the “Declaration of Trust”), Bylaws By-Laws and its registration statement on Form N-1A (the “Registration Statement”) under the Investment Company Act of 1940, as amended (the “1940 Act”), and under the Securities Act of 1933, as amended (the “1933 Act”), covering Fund shares, as filed with the Securities and Exchange Commission (the “Commission”), and with to the investment objectives, policies and restrictions of each the Fund, as each of the same shall be from time to time in effect. To carry out such obligations, and to the extent not prohibited by any of the foregoing, the Sub-Adviser shall exercise full discretion and act for each the Fund in the same manner and with the same force and effect as each the Fund itself might or could do with respect to purchases, sales or other transactions, as well as with respect to all other such things necessary or incidental to the furtherance or conduct of such purchases, sales or other transactions. Notwithstanding the foregoing, the Sub-Adviser shall, upon written instructions from the Adviser, effect such portfolio transactions for the Fund as the Adviser may from time to time direct; provided however, that the Sub-Adviser shall not be responsible for any such portfolio transactions effected upon written instructions from the Adviser. No reference in this Agreement to the Sub- Adviser having full discretionary authority over each the Fund’s investments shall in any way limit the right of the BoardAdviser, in its sole discretion, to establish or revise policies in connection with the management of a the Fund’s assets or to otherwise exercise its right to control the overall management of a the Fund’s assets.

Discretionary Investment Management Services. The Trust hereby appoints the Adviser to act as the investment management adviser of certain Funds listed in Schedule A (as amended from time to time upon mutual agreement of the parties), and to provide certain related services set forth in this Agreement, and the Adviser hereby accepts such appointment under the terms and conditions hereinafter set forth. The Adviser shall act as investment adviser with respect to each Fundthe Funds. In such said capacity, the Adviser shallAdviser, subject to the supervision of the Board, regularly shall provide each Fund the Funds with investment research, advice advice, and supervision supervision, and shall furnish continuously an investment program for each Fundof the Funds, consistent with the respective investment objectives and policies of the Fund. With respect to each Fund. The , the Adviser shall determine, from time to time, what securities shall be purchased for each the Fund, what securities shall be held or sold by each Fund the Fund, and what portion of each the Fund’s assets shall be held uninvested in cash, subject always to the provisions of the Trust’s Agreement and Declaration of Trust (“Declaration of Trust”), as amended the Trust’s By-Laws, and supplemented (the “Declaration of Trust”), Bylaws and its ’s registration statement on Form N-1A (the “Registration Statement”) under the 1940 Act, and under the Securities Act of 1933, as amended (the “1933 Act”), covering Fund shares, as filed with the Securities and Exchange Commission (the “Commission”), and with to the investment objectives, policies policies, and restrictions of each the Fund, as each of the same shall be from time to time shall be in effect. Subject to the limitations described in the preceding sentence, the investments made by the Adviser in the Fund may include, but shall not be limited to, debt and equity securities, repurchase and reverse repurchase agreements, derivatives contracts, futures, options, options on futures, swaps, swaptions and foreign currency transactions. To carry out such these obligations, and to the extent not prohibited by any of the foregoing, the Adviser shall exercise full discretion and act for each Fund of the Funds in the same manner and with the same force and effect as each Fund itself might or could do with respect to purchases, sales sales, or other transactions, as well as with respect to all other such things necessary or incidental to the furtherance or conduct of such said purchases, sales sales, or other transactions. As applicable and appropriate, and without limiting the generality of the foregoing, the Adviser has the authority to enter into trading agreements as agent on behalf of each of the Funds and to adhere on each Fund’s behalf to the applicable International Swaps & Derivatives Association (“ISDA”) over-the-counter (“OTC”) derivatives transaction protocols and to enter into trading agreements or other documents that may be required to effect derivatives transaction through swap execution facilities (i.e., “SEFs”). In addition, the Adviser has authority, on behalf of each Fund, to establish accounts in the name of the Funds and to negotiate and enter into agency agreements (including, but not limited to, customer agreements, brokerage agreements, ISDA trading agreements and related schedules, credit support annexes and confirmations, foreign exchange agreements, clearing agreements, futures and options agreements, securities trading agreements, collateral and any other related agreements, documents, letters, or instruments) which the Advisor believes are appropriate or desirable in performing its services under the Agreement. No reference in this Agreement to the Adviser having full discretionary authority over each Fund’s investments shall in any way shall limit the right of the Board, in its the Board’s sole discretion, to establish or revise policies in connection with the management of a the Fund’s assets or otherwise to otherwise exercise its the Board’s right to control the overall management of a the Fund. The Advisor will be notified in writing about any new or revised policies applicable to the Fund.

Discretionary Investment Management Services. The Sub-Adviser shall act as sub-investment adviser with respect to each the Fund. In such capacity, the Sub-Adviser shall, subject to the supervision of the Adviser and the Board, regularly provide each the Fund with investment research, advice and supervision and shall furnish continuously an investment program for each Fundsuch Fund assets as may be allocated by the Adviser to the Sub-Adviser, consistent with the respective investment objectives and policies of each the Fund. The Sub-Adviser shall determine, from time to time, what securities investments shall be purchased for each Fund, the Fund and what such securities shall be held or sold by each Fund and what portion of each the Fund’s assets shall be held uninvested in cash, subject always to the provisions of the Trust’s 's Agreement and Declaration of Trust (“Declaration of Trust”), as amended and supplemented (the “Declaration of Trust”), Bylaws By-Laws and its registration statement on Form N-1A N-lA (the “"Registration Statement”") under the Investment Company Act of 1940, as amended (the "1940 Act"), and under the Securities Act of 1933, as amended (the “"1933 Act”"), covering Fund shares, as filed with the Securities and Exchange Commission (the “"Commission”"), and with to the investment objectives, policies and restrictions of each the Fund, as each of the same shall be from time to time in effect. To carry out such obligations, and to the extent not prohibited by any of the foregoing, the Sub-Adviser shall exercise full discretion and act for each the Fund in the same manner and with the same force and effect as each the Fund itself might or could do with respect to purchases, sales or other transactions, as well as with respect to all other such things necessary or incidental to the furtherance or conduct of such purchases, sales or other transactions. Notwithstanding the foregoing, the Sub-Adviser shall, upon written instructions from the Adviser, effect such portfolio transactions for the Fund as the Adviser may from time to time direct; provided however, that the Sub-Adviser shall not be responsible for any such portfolio transactions effected upon· written instructions from the Adviser. No reference in this Agreement to the Sub-Adviser having full discretionary authority over each the Fund’s 's investments shall in any way limit the right of the BoardAdviser, in its sole discretion, to establish or revise policies in connection with the management of a the Fund’s 's assets or to otherwise exercise its right to control the overall management of a the Fund's assets.

Discretionary Investment Management Services. The Adviser shall act as investment adviser with respect to each the Fund. In such capacity, the Adviser shall, subject to the supervision of the Board, regularly provide each the Fund with investment research, advice and supervision and shall furnish continuously an investment program for each the Fund, consistent with the respective investment objectives and policies of each the Fund. The Adviser shall determine, from time to time, what securities shall be purchased for each the Fund, what securities shall be held or sold by each the Fund and what portion of each the Fund’s assets shall be held uninvested in cash, subject always to the provisions of the Trust’s Agreement and Declaration of Trust (“Declaration of Trust”), as amended and supplemented (the “Declaration of Trust”), Bylaws By-Laws and its registration statement on Form N-1A (the “Registration Statement”) under the 1940 Act, and under the Securities Act of 1933, as amended (the “1933 Act”), covering Fund shares, as filed with the Securities and Exchange Commission (the “Commission”), and with to the investment objectives, policies and restrictions of each the Fund, as each of the same shall be from time to time in effect. To carry out such obligations, and to the extent not prohibited by any of the foregoing, the Adviser shall exercise full discretion and act for each the Fund in the same manner and with the same force and effect as each the Fund itself might or could do with respect to purchases, sales or other transactions, as well as with respect to all other such things necessary or incidental to the furtherance or conduct of such purchases, sales or other transactions. No reference in this Agreement to the Adviser having full discretionary authority over each the Fund’s investments shall in any way limit the right of the Board, in its sole discretion, to establish or revise policies in connection with the management of a the Fund’s assets or to otherwise exercise its right to control the overall management of a the Fund. Without limiting the generality of the foregoing, the Adviser has the authority to enter into trading agreements on behalf of the Fund and adhere on the Fund’s behalf to the applicable International Swaps and Derivatives Association (“ISDA”) over-the-counter (“OTC”) derivatives transaction protocols and enter into client agency agreements or other documents that may be required to effect OTC derivatives transaction through swap execution facilities (i.e. SEFs).

Discretionary Investment Management Services. The Sub-Adviser shall act as sub-investment adviser with respect to each the Fund. In such capacity, the Sub-Adviser shall, subject to the supervision of the Adviser and the Board, regularly provide each the Fund with investment research, advice and supervision and shall furnish continuously an investment program for each Fundsuch Fund assets as may be allocated by the Adviser to the Sub-Adviser (the "Assets"), consistent with the respective investment objectives and policies of each the Fund. The Sub-Adviser shall determine, from time to time, what securities investments shall be purchased for each Fund, the Fund and what such securities shall be held or sold by each Fund and what portion of each the Fund’s assets shall be held uninvested in cash, subject always to the provisions of the Trust’s 's Agreement and Declaration of Trust (“Declaration of Trust”), as amended and supplemented (the “Declaration of Trust”), Bylaws By-Laws and its registration statement on Form N-1A (the “"Registration Statement”") under the Investment Company Act of 1940, as amended (the "1940 Act"), and under the Securities Act of 1933, as amended (the “"1933 Act”"), covering Fund shares, as filed with the Securities and Exchange Commission (the “"Commission”"), and with to the investment objectives, policies and restrictions of each the Fund, as each of the same shall be from time to time in effect. To carry out such obligations, and to the extent not prohibited by any of the foregoing, the Sub-Adviser shall exercise full discretion and act for each the Fund in the same manner and with the same force and effect as each the Fund itself might or could do with respect to purchases, sales or other transactions, as well as with respect to all other such things necessary or incidental to the furtherance or conduct of such purchases, sales or other transactions. Notwithstanding the foregoing, the Sub-Adviser shall, upon written instructions from the Adviser, effect such portfolio transactions for the Fund as the Adviser may from time to time direct; provided however, that the Sub-Adviser shall not be responsible for any such portfolio transactions effected upon written instructions from the Adviser. No reference in this Agreement to the Sub-Adviser having full discretionary authority over each the Fund’s 's investments shall in any way limit the right of the BoardAdviser, in its sole discretion, to establish or revise policies in connection with the management of a the Fund’s 's assets or to otherwise exercise its right to control the overall management of a the Fund's assets.

Discretionary Investment Management Services. The Adviser shall act as investment adviser with respect to each Fund. In such capacity, the Adviser shall, subject to the supervision of the Board, regularly provide each Fund with investment research, advice and supervision and shall furnish continuously an investment program for each Fund, consistent with the respective investment objectives and policies of each Fund. The Adviser shall determine, from time to time, what securities shall be purchased for each Fund, what securities shall be held or sold by each Fund and what portion of each Fund’s assets shall be held uninvested in cash, subject always to the provisions of the Trust’s Agreement and Declaration of Trust (( “Declaration of Trust”), as amended and supplemented (the “Declaration of Trust”), Bylaws and its registration statement on Form N-1A (the “Registration Statement”) under the 1940 Act, and under the Securities Act of 1933, as amended (the “1933 Act”), as filed with the Securities and Exchange Commission (the “Commission”), and with the investment objectives, policies and restrictions of each Fund, as each of the same shall be from time to time in effect. To carry out such obligations, and to the extent not prohibited by any of the foregoing, the Adviser shall exercise full discretion and act for each Fund in the same manner and with the same force and effect as each Fund itself might or could do with respect to purchases, sales or other transactions, as well as with respect to all other such things necessary or incidental to the furtherance or conduct of such purchases, sales or other transactions. No reference in this Agreement to the Adviser having full discretionary authority over each Fund’s investments shall in any way limit the right of the Board, in its sole discretion, to establish or revise policies in connection with the management of a Fund’s assets or to otherwise exercise its right to control the overall management of a Fund.

Discretionary Investment Management Services. The Adviser shall act as investment adviser with respect to each Fundthe Funds. In such said capacity, the Adviser shallAdviser, subject to the supervision of the Board, regularly shall provide each Fund the Funds with investment research, advice advice, and supervision supervision, and shall furnish continuously an investment program for each Fundof the Funds, consistent with the respective investment objectives and policies of the Fund. With respect to each Fund. The , the Adviser shall determine, from time to time, what securities shall be purchased for each the Fund, what securities shall be held or sold by each Fund the Fund, and what portion of each the Fund’s assets shall be held uninvested in cash, subject always to the provisions of the Trust’s Agreement and Declaration of Trust (“Declaration of Trust”), as amended the Trust’s ByLaws, and supplemented (the “Declaration of Trust”), Bylaws and its ’s registration statement on Form N-1A (the “Registration Statement”) under the 1940 Act, and under the Securities Act of 1933, as amended (the “1933 Act”), covering Fund shares, as filed with the Securities and Exchange Commission (the “Commission”), and with to the investment objectives, policies policies, and restrictions of each the Fund, as each of the same shall be from time to time shall be in effect, as notified to the Adviser in writing. Subject to Board or other approval(s) as may be necessary or required (e.g., 1940 Act requirements), changes may be proposed to a Fund’s investment objectives, policies, and restrictions on reasonable prior written notice. To carry out such these obligations, and to the extent not prohibited by any of the foregoing, the Adviser shall exercise full discretion and act for each Fund of the Funds in the same manner and with the same force and effect as each Fund itself might or could do with respect to purchases, sales sales, or other transactions, as well as with respect to all other such things necessary or incidental to the furtherance or conduct of such said purchases, sales sales, or other transactions. No reference in this Agreement to the Adviser having full discretionary authority over each Fund’s investments shall in any way shall limit the right of the Board, in its the Board’s sole discretion, to establish or revise policies in connection with the management of a the Fund’s assets or otherwise to otherwise exercise its the Board’s right to control the overall management of a the Fund. As applicable and appropriate, and without limiting the generality of the foregoing, the Adviser has the authority to enter into trading agreements on behalf of each of the Funds and to adhere on each Fund’s behalf to the applicable International Swaps & Derivatives Association (“ISDA”) over-the-counter (“OTC”) derivatives transaction protocols and to enter into client agency agreements or other documents that may be required to effect OTC derivatives transaction through swap execution facilities (i.e., “SEFs”). For the avoidance of doubt, Adviser shall have no liability for any act or omission of, or for the solvency of, the custodian(s) required under Section 17(f) of the 1940 Act for any Fund.

Discretionary Investment Management Services. The Adviser shall act as investment adviser with respect to each Fundthe Funds. In such said capacity, the Adviser shallAdviser, subject to the supervision of the Board, regularly shall provide each Fund the Funds with investment researchresearch and advice, advice and supervision and shall furnish continuously an investment program for each Fundof the Funds, consistent with the respective investment objectives and policies of the Fund. With respect to each Fund. The , the Adviser shall determine, from time to time, what securities shall be purchased for each the Fund, what securities shall be held or sold by each Fund the Fund, and what portion of each the Fund’s assets shall be held uninvested in cash, subject always to the provisions of the Trust’s Agreement and Declaration of Trust (“Declaration of Trust”), as amended the Trust’s Bylaws, and supplemented (the “Declaration of Trust”), Bylaws and its ’s registration statement on Form N-1A (the “Registration Statement”) under the 1940 Act, and under the Securities Act of 1933, as amended (the “1933 Act”), covering Fund shares, as filed with the Securities and Exchange Commission (the “Commission”), and with to the investment objectives, policies policies, and restrictions of each the Fund, as each of the same shall be from time to time shall be in effect. To carry out such these obligations, and to the extent not prohibited by any of the foregoing, the Adviser shall exercise full discretion and act for each Fund of the Funds in the same manner and with the same force and effect as each Fund itself might or could do with respect to purchases, sales sales, or other transactions, as well as with respect to all other such things necessary or incidental to the furtherance or conduct of such said purchases, sales sales, or other transactions. No reference in this Agreement to the Adviser having full discretionary authority over each Fund’s investments shall in any way shall limit the right of the Board, in its the Board’s sole discretion, to establish or revise policies in connection with the management of a the Fund’s assets or otherwise to otherwise exercise its the Board’s right to control the overall management of a the Fund. As applicable and appropriate, and without limiting the generality of the foregoing, the Adviser has the authority to enter into trading agreements on behalf of each of the Funds and to adhere on each Fund’s behalf to the applicable International Swaps & Derivatives Association (“ISDA”) over-the-counter (“OTC”) derivatives transaction protocols and to enter into client agency agreements or other documents that may be required to effect OTC derivatives transaction through swap execution facilities (i.e., “SEFs”).

Discretionary Investment Management Services. The Adviser shall act as investment adviser with respect to each Fundthe Funds. In such said capacity, the Adviser shallAdviser, subject to the supervision of the Board, regularly shall provide each Fund the Funds with investment research, advice advice, and supervision supervision, and shall furnish continuously an investment program for each Fundof the Funds, consistent with the respective investment objectives and policies of the Fund. With respect to each Fund. The , the Adviser shall determine, from time to time, what securities shall be purchased for each the Fund, what securities shall be held or sold by each Fund the Fund, and what portion of each the Fund’s assets shall be held uninvested in cash, subject always to the provisions of the Trust’s Agreement and Declaration of Trust (“Declaration of Trust”), as amended the Trust’s By-Laws, and supplemented (the “Declaration of Trust”), Bylaws and its ’s registration statement on Form N-1A (the “Registration Statement”) under the 1940 Act, and under the Securities Act of 1933, as amended (the “1933 Act”), covering Fund shares, as filed with the Securities and Exchange Commission (the “Commission”), and with to the investment objectives, policies policies, and restrictions of each the Fund, as each of the same shall be from time to time shall be in effect. To carry out such these obligations, and to the extent not prohibited by any of the foregoing, the Adviser shall exercise full discretion and act for each Fund of the Funds in the same manner and with the same force and effect as each Fund itself might or could do with respect to purchases, sales sales, or other transactions, as well as with respect to all other such things necessary or incidental to the furtherance or conduct of such said purchases, sales sales, or other transactions. No reference in this Agreement to the Adviser having full discretionary authority over each Fund’s investments shall in any way shall limit the right of the Board, in its the Board’s sole discretion, to establish or revise policies in connection with the management of a the Fund’s assets or otherwise to otherwise exercise its the Board’s right to control the overall management of a the Fund. As applicable and appropriate, and without limiting the generality of the foregoing, the Adviser has the authority to enter into trading agreements (collectively, “Account Agreements”) on behalf of each of the Funds and to adhere on each Fund’s behalf to the applicable International Swaps & Derivatives Association (“ISDA”) over-the-counter (“OTC”) derivatives transaction protocols and to enter into client agency agreements or other documents that may be required to effect OTC derivatives transaction through swap execution facilities (i.e., “SEFs”). To the extent permitted by law, the services to be furnished by the Adviser under this Agreement may be furnished through the medium of any of the Adviser’s partners, officers, employees or control affiliates; provided, however that the use of such mediums does not relieve the Adviser from any obligation or duty under this Agreement.

Discretionary Investment Management Services. The Adviser shall act as investment adviser with respect to each Fundthe Funds. In such said capacity, the Adviser shallAdviser, subject to the supervision of the Board, regularly shall provide each Fund the Funds with investment researchresearch and advice, advice and supervision and shall furnish continuously an investment program for each Fundof the Funds, consistent with the respective investment objectives and policies of the Fund. With respect to each Fund. The , the Adviser shall determine, from time to time, what securities shall be purchased for each the Fund, what securities shall be held or sold by each Fund the Fund, and what portion of each the Fund’s assets shall be held uninvested in cash, subject always to the provisions of the Trust’s Agreement and Declaration of Trust (“Declaration of Trust”), as amended the Trust’s Bylaws, and supplemented (the “Declaration of Trust”), Bylaws and its ’s registration statement on Form N-1A N-lA (the “Registration Statement”) under the 1940 Act, and under the Securities Act of 1933, as amended (the “1933 Act”), covering Fund shares, as filed with the Securities and Exchange Commission (the “Commission”), and with to the investment objectives, policies policies, and restrictions of each the Fund, as each of the same shall be from time to time shall be in effect. To carry out such these obligations, and to the extent not prohibited by any of the foregoing, the Adviser shall exercise full discretion and act for each Fund of the Funds in the same manner and with the same force and effect as each Fund itself might or could do with respect to purchases, sales sales, or other transactions, as well as with respect to all other such things necessary or incidental to the furtherance or conduct of such said purchases, sales sales, or other transactions. No reference in this Agreement to the Adviser having full discretionary authority over each Fund’s investments shall in any way shall limit the right of the Board, in its the Board’s sole discretion, to establish or revise policies in connection with the management of a the Fund’s assets or otherwise to otherwise exercise its the Board’s right to control the overall management of a the Fund. As applicable and appropriate, and without limiting the generality of the foregoing, the Adviser has the authority to enter into trading agreements on behalf of each of the Funds and to adhere on each Fund’s behalf to the applicable International Swaps & Derivatives Association (“ISDA”) over-the-counter (“OTC”) derivatives transaction protocols and to enter into client agency agreements or other documents that may be required to effect OTC derivatives transaction through swap execution facilities (i.e., “SEFs”).

Discretionary Investment Management Services. The Adviser shall act as investment adviser with respect to each the Fund. In such capacity, the Adviser shall, subject to the supervision of the Board, regularly provide each the Fund with investment research, advice and supervision and shall continuously furnish continuously an investment program for each the Fund, consistent with the respective investment objectives and policies of each Fund. The Adviser shall determine, from time to time, what securities or other assets shall be purchased for each the Fund, what securities or other assets shall be held or sold by each the Fund and what portion of each the Fund’s assets shall be held uninvested in cash, subject always to the provisions of the Trust’s Agreement and Declaration of Trust (“Declaration of Trust”), as amended Amended and supplemented (the “Declaration of Trust”), Bylaws Restated By-Laws and its registration statement on Form N-1A (the “Registration Statement”) under the 1940 Act, Act and under the Securities Act of 1933, as amended (the “1933 Act”), covering Fund shares, as filed with the U.S. Securities and Exchange Commission (the “Commission”), and with to the investment objectives, policies and restrictions of each the Fund, as each of the same shall be from time to time in effect. To carry out such obligations, and to the extent not prohibited by any of the foregoing, the Adviser shall exercise full discretion and act for each the Fund in the same manner and with the same force and effect as each the Fund itself might or could do with respect to purchases, sales or other transactions, as well as with respect to all other such things necessary or incidental to the furtherance or conduct of such purchases, sales or other transactions. No reference in this Agreement to the Adviser having full discretionary authority over each Fund’s investments shall in any way limit the right of the Board, in its sole discretion, to establish or revise policies in connection with the management of a the Fund’s assets or to otherwise exercise its right to control the overall management of a the Fund.

Discretionary Investment Management Services. The Adviser shall act as investment adviser with respect to each Fundthe Funds. In such said capacity, the Adviser shallAdviser, subject to the supervision oversight of the Board, regularly shall provide each Fund the Funds with investment research, advice advice, and supervision supervision, and shall furnish continuously an investment program for each Fundof the Funds, consistent with the respective investment objectives and policies of the Fund. With respect to each Fund. The , the Adviser shall determine, from time to time, what securities shall be purchased for each the Fund, what securities shall be held or sold by each Fund the Fund, and what portion of each the Fund’s assets shall be held uninvested in cash, subject always to the provisions of the Trust’s Agreement and Declaration of Trust (“Declaration of Trust”), as amended the Trust’s By-Laws, and supplemented (the “Declaration of Trust”), Bylaws and its ’s registration statement on Form N-1A (the “Registration Statement”) under the 1940 Act, and under the Securities Act of 1933, as amended (the “1933 Act”), covering Fund shares, as filed with the Securities and Exchange Commission (the “Commission”), and with to the investment objectives, policies policies, and restrictions of each the Fund, as each of the same shall be from time to time shall be in effect. To carry out such these obligations, and to the extent not prohibited by any of the foregoing, the Adviser shall exercise full discretion and act for each Fund of the Funds in the same manner and with the same force and effect as each Fund itself might or could do with respect to purchases, sales sales, or other transactions, as well as with respect to all other such things necessary or incidental to the furtherance or conduct of such said purchases, sales sales, or other transactions. No reference in this Agreement to the Adviser having full discretionary authority over each Fund’s investments shall in any way shall limit the right of the Board, in its the Board’s sole discretion, to establish or revise policies in connection with the management of a the Fund’s assets or otherwise to otherwise exercise its the Board’s right to control the overall management of a the Fund. As applicable and appropriate, and without limiting the generality of the foregoing, the Adviser has the authority to enter into trading agreements on behalf of each of the Funds and to adhere on each Fund’s behalf to the applicable International Swaps & Derivatives Association (“ISDA”) over-the-counter (“OTC”) derivatives transaction protocols and to enter into client agency agreements or other documents that may be required to effect OTC derivatives transaction through swap execution facilities (i.e., “SEFs”).

Discretionary Investment Management Services. The Adviser shall act as investment adviser with respect to each Fundthe Funds. In such capacity, the Adviser shall, subject to the supervision of the Board, regularly provide each Fund the Funds with investment research, advice and supervision and shall furnish continuously an investment program for each Fundof the Funds, consistent with the respective investment objectives and policies of the Fund. With respect to each Fund. The , the Adviser shall determine, from time to time, what securities or other investments (collectively, “securities”) shall be purchased for each the Fund, what securities shall be held or sold by each the Fund and what portion of each the Fund’s assets shall be held uninvested in cash, subject always to the provisions of the Trust’s Agreement and Declaration of Trust (“Declaration of Trust”), as amended and supplemented (the “Declaration of Trust”), Bylaws By-Laws and its registration statement on Form N-1A (the “Registration Statement”) under the 1940 Act, and under the Securities Act of 1933, as amended (the “1933 Act”), covering Fund shares, as filed with the Securities and Exchange Commission (the “Commission”), and with to the investment objectives, policies and restrictions of each the Fund, as each of the same shall be from time to time in effect. To carry out such obligations, and to the extent not prohibited by any of the foregoing, the Adviser shall exercise full discretion and act for each Fund of the Funds in the same manner and with the same force and effect as each Fund itself might or could do with respect to purchases, sales or other transactions, as well as with respect to all other such things necessary or incidental to the furtherance or conduct of such purchases, sales or other transactions. No reference in this Agreement to the Adviser having full discretionary authority over each Fund’s investments shall in any way limit the right of the Board, in its sole discretion, to establish or revise policies in connection with the management of a the Fund’s assets or to otherwise exercise its right to control the overall management of a the Fund.

Discretionary Investment Management Services. The Sub-Adviser shall act as sub-investment adviser with respect to each the Fund. In such capacity, the Sub-Adviser shall, subject to the supervision of the Adviser and the Board, regularly provide each the Fund with investment research, advice and supervision and shall furnish continuously an investment program for each Fundsuch Fund assets as may be allocated by the Adviser to the Sub-Adviser (the "Assets"), consistent with the respective investment objectives and policies of each the Fund. The Sub-Adviser shall determine, from time to time, what securities investments shall be purchased for each Fund, the Fund and what such securities shall be held or sold by each Fund and what portion of each the Fund’s assets shall be held uninvested in cash, subject always to the provisions of the Trust’s 's Agreement and Declaration of Trust (“Declaration of Trust”), as amended and supplemented (the “Declaration of Trust”), Bylaws By-Laws and its registration statement on Form N-1A N-lA (the “"Registration Statement”") under the Investment Company Act of 1940, as amended (the "1940 Act"), and under the Securities Act of 1933, as amended (the “"1933 Act”"), covering Fund shares, as filed with the Securities and Exchange Commission (the “"Commission”"), and with to the investment objectives, policies and restrictions of each the Fund, as each of the same shall be from time to time in effect. To carry out such obligations, and to the extent not prohibited by any of the foregoing, the Sub-Adviser shall exercise full discretion and act for each the Fund in the same manner and with the same force and effect as each the Fund itself might or could do with respect to purchases, sales or other transactions, including but not limited to entering into cash management sweep arrangements on behalf of each Fund, choosing banks, brokers, futures commission merchants and other counterparties, executing agreements and other documents as the Fund's agent, as well as with respect to all other such things necessary or incidental to the furtherance or conduct of such purchases, sales or other transactions. Without limiting the generality of the foregoing, the Adviser has the authority to adhere on the Fund's behalf to the applicable International Swaps and Derivatives Association ("ISDA") over-the-counter ("OTC") derivatives transaction protocols and enter into client agency agreements or other documents that may be required to effect OTC derivatives transaction through swap execution facilities (i.e. SEFs). Notwithstanding the foregoing, the Sub-Adviser shall, upon written instructions from the Adviser, effect such portfolio transactions for the Fund as the Adviser may from time to time direct; provided however, that the Sub-Adviser shall not be responsible for any such portfolio transactions effected upon written instructions from the Adviser. No reference in this Agreement to the Sub- Adviser having full discretionary authority over each the Fund’s 's investments shall in any way limit the right of the BoardAdviser, in its sole discretion, to establish or revise policies in connection with the management of a the Fund’s 's assets or to otherwise exercise its right to control the overall management of a the Fund's assets.

Discretionary Investment Management Services. The Adviser shall act as investment adviser with respect to each the Fund. In such capacity, the Adviser shall, subject to the supervision of the Board, regularly provide each the Fund with investment research, advice and supervision and shall furnish continuously an investment program for each the Fund, consistent with the respective investment objectives and policies of each the Fund. The Adviser shall determine, from time to time, what securities shall be purchased for each the Fund, what securities shall be held or sold by each the Fund and what portion of each the Fund’s assets shall assets, be held uninvested in cash, subject always to the provisions of the Trust’s Agreement and Declaration of Trust (“Declaration of Trust”), as amended and supplemented (the “Declaration of Trust”), Bylaws By-Laws and its registration statement on Form N-1A N-2 (the “Registration Statement”) under the 1940 Act, and under the Securities Act of 1933, as amended (the “1933 Act”), covering Fund shares, as filed with the Securities and Exchange Commission (the “Commission”), and with to the investment objectives, policies and restrictions of each the Fund, as each of the same shall be from time to time in effect. To carry out such obligations, and to the extent not prohibited by any of the foregoing, the Adviser shall exercise full discretion and act for each the Fund in the same manner and with the same force and effect as each the Fund itself might or could do with respect to purchases, sales sales, or other transactions, as well as with respect to all other such things necessary or incidental to the furtherance or conduct of such purchases, sales sales, or other transactions. No reference in this Agreement to the Adviser having full discretionary authority over each the Fund’s investments shall in any way limit the right of the Board, in its sole discretion, to establish or revise policies in connection with the management of a the Fund’s assets or to otherwise exercise its right to control the overall management of a the Fund.

Discretionary Investment Management Services. The Sub-Adviser shall act as sub-investment adviser with respect to each the Fund. In such capacity, the Sub-Adviser shall, subject to the supervision of the Adviser and the Board, regularly provide each the Fund with investment research, advice and supervision and shall furnish continuously an investment program for each Fundsuch Fund assets as may be allocated by the Adviser to the Sub-Adviser (the "Assets"), consistent with the respective investment objectives and policies of each the Fund. The Sub-Adviser shall determine, from time to time, what securities investments shall be purchased for each Fund, the Fund and what such securities shall be held or sold by each Fund and what portion of each the Fund’s assets shall be held uninvested in cash, subject always to the provisions of the Trust’s 's Agreement and Declaration of Trust (“Declaration of Trust”), as amended and supplemented (the “Declaration of Trust”), Bylaws By-Laws and its registration statement on Form N-1A N-lA (the “"Registration Statement”") under the Investment Company Act of 1940, as amended (the "1940 Act"), and under the Securities Act of 1933, as amended (the “"1933 Act”"), covering Fund shares, as filed with the Securities and Exchange Commission (the “"Commission”"), and with to the investment objectives, policies and restrictions of each the Fund, as each of the same shall be from time to time in effect. To carry out such obligations, and to the extent not prohibited by any of the foregoing, the Sub-Adviser shall exercise full discretion and act for each the Fund in the same manner and with the same force and effect as each the Fund itself might or could do with respect to purchases, sales or other transactions, as well as with respect to all other such things necessary or incidental to the furtherance or conduct of such purchases, sales or other transactions. Notwithstanding the foregoing, the Sub-Adviser shall, upon written instructions from the Adviser, effect such portfolio transactions for the Fund as the Adviser may from time to time direct; provided however, that the Sub-Adviser shall not be responsible for any such portfolio transactions effected upon written instructions from the Adviser. No reference in this Agreement to the Sub-Adviser having full discretionary authority over each the Fund’s 's investments shall in any way limit the right of the BoardAdviser, in its sole discretion, to establish or revise policies in connection with the management of a the Fund’s 's assets or to otherwise exercise its right to control the overall management of a the Fund's assets.

Discretionary Investment Management Services. The Sub-Adviser shall act as sub-investment adviser with respect to each the Fund. In such capacity, the Sub-Adviser shall, subject to the supervision of the Adviser and the Board, regularly provide each the Fund with investment research, advice and supervision and shall furnish continuously an investment program for each Fundsuch Fund assets as may be allocated by the Adviser to the Sub- Adviser (the “Assets”), consistent with the respective investment objectives and policies of each the Fund. The Sub-Adviser shall determine, from time to time, what securities investments shall be purchased for each Fund, the Fund and what such securities shall be held or sold by each Fund and what portion of each the Fund’s assets shall be held uninvested in cash, subject always to the provisions of the Trust’s Agreement and Declaration of Trust (“Declaration of Trust”), as amended and supplemented (the “Declaration of Trust”), Bylaws By-Laws and its registration statement on Form N-1A (the “Registration Statement”) under the Investment Company Act of 1940, as amended (the “1940 Act”), and under the Securities Act of 1933, as amended (the “1933 Act”), covering Fund shares, as filed with the Securities and Exchange Commission (the “Commission”), and with to the investment objectives, policies and restrictions of each the Fund, as each of the same shall be from time to time in effect. To carry out such obligations, and to the extent not prohibited by any of the foregoing, the Sub-Adviser shall exercise full discretion and act for each the Fund in the same manner and with the same force and effect as each the Fund itself might or could do with respect to purchases, sales or other transactions, including but not limited to entering into cash management sweep arrangements on behalf of each Fund, choosing banks, brokers, futures commission merchants and other counterparties, executing agreements and other documents as the Fund’s agent, as well as with respect to all other such things necessary or incidental to the furtherance or conduct of such purchases, sales or other transactions. Without limiting the generality of the foregoing, the Adviser has the authority to adhere on the Fund’s behalf to the applicable International Swaps and Derivatives Association (“ISDA”) over-the-counter (“OTC”) derivatives transaction protocols and enter into client agency agreements or other documents that may be required to effect OTC derivatives transaction through swap execution facilities (i.e. SEFs). Notwithstanding the foregoing, the Sub-Adviser shall, upon written instructions from the Adviser, effect such portfolio transactions for the Fund as the Adviser may from time to time direct; provided however, that the Sub-Adviser shall not be responsible for any such portfolio transactions effected upon written instructions from the Adviser. No reference in this Agreement to the Sub- Adviser having full discretionary authority over each the Fund’s investments shall in any way limit the right of the BoardAdviser, in its sole discretion, to establish or revise policies in connection with the management of a the Fund’s assets or to otherwise exercise its right to control the overall management of a the Fund’s assets.

Discretionary Investment Management Services. The Adviser shall act as investment adviser with respect to each Fund. In such capacity, the Adviser shall, subject to the supervision of the Board, regularly provide each Fund with investment research, advice and supervision and shall furnish continuously an investment program for each Fund, consistent with the respective investment objectives and policies of each Fund. The Adviser shall determine, from time to time, what securities shall be purchased for each Fund, what securities shall be held or sold by each Fund and what portion of each Fund’s assets shall be held uninvested in cash, subject always to the provisions of the Trust’s Agreement and Declaration of Trust (“Declaration of Trust”), as amended and supplemented (the “Declaration of Trust”), Bylaws and its registration statement on Form N-1A (the “Registration Statement”) under the 1940 Act, and under the Securities Act of 1933, as amended (the “1933 Act”), as filed with the Securities and Exchange Commission (the “Commission”), and with to the investment objectives, policies and restrictions of each Fund, as each of the same shall be from time to time in effect. To carry out such obligations, and to the extent not prohibited by any of the foregoing, the Adviser shall exercise full discretion and act for each Fund in the same manner and with the same force and effect as each Fund itself might or could do with respect to purchases, sales or other transactions, as well as with respect to all other such things necessary or incidental to the furtherance or conduct of such purchases, sales or other transactions. No reference in this Agreement to the Adviser having full discretionary authority over each Fund’s investments shall in any way limit the right of the Board, in its sole discretion, to establish or revise policies in connection with the management of a Fund’s assets or to otherwise exercise its right to control the overall management of a Fund.

Discretionary Investment Management Services. The Sub-Adviser shall act as sub-investment adviser with respect to each the Fund. In such capacity, the Sub-Adviser shall, subject to the supervision of the Adviser and the Board, regularly provide each the Fund with investment research, advice and supervision and shall furnish continuously an investment program for each Fundsuch Fund assets as may be allocated by the Adviser to the Sub- Adviser (the "Assets"), consistent with the respective investment objectives and policies of each the Fund. The Sub-Adviser shall determine, from time to time, what securities investments shall be purchased for each Fund, the Fund and what such securities shall be held or sold by each Fund and what portion of each the Fund’s assets shall be held uninvested in cash, subject always to the provisions of the Trust’s 's Agreement and Declaration of Trust (“Declaration of Trust”), as amended and supplemented (the “Declaration of Trust”), Bylaws By-Laws and its registration statement on Form N-1A (the “"Registration Statement”") under the Investment Company Act of 1940, as amended (the "1940 Act"), and under the Securities Act of 1933, as amended (the “"1933 Act”"), covering Fund shares, as filed with the Securities and Exchange Commission (the “"Commission”"), and with to the investment objectives, policies and restrictions of each the Fund, as each of the same shall be from time to time in effect. To carry out such obligations, and to the extent not prohibited by any of the foregoing, the Sub-Adviser shall exercise full discretion and act for each the Fund in the same manner and with the same force and effect as each the Fund itself might or could do with respect to purchases, sales or other transactions, including but not limited to entering into cash management sweep arrangements on behalf of each Fund, choosing banks, brokers, futures commission merchants and other counterparties, executing agreements and other documents as the Fund's agent, as well as with respect to all other such things necessary or incidental to the furtherance or conduct of such purchases, sales or other transactions. Without limiting the generality of the foregoing, the Adviser has the authority to adhere on the Fund's behalf to the applicable International Swaps and Derivatives Association ("ISDA") over-the-counter ("OTC") derivatives transaction protocols and enter into client agency agreements or other documents that may be required to effect OTC derivatives transaction through swap execution facilities (i.e. SEFs). Notwithstanding the foregoing, the Sub-Adviser shall, upon written instructions from the Adviser, effect such portfolio transactions for the Fund as the Adviser may from time to time direct; provided however, that the Sub-Adviser shall not be responsible for any such portfolio transactions effected upon written instructions from the Adviser. No reference in this Agreement to the Sub- Adviser having full discretionary authority over each the Fund’s 's investments shall in any way limit the right of the BoardAdviser, in its sole discretion, to establish or revise policies in connection with the management of a the Fund’s 's assets or to otherwise exercise its right to control the overall management of a the Fund's assets.

Discretionary Investment Management Services. The Adviser shall act as investment adviser with respect to each Fundthe Funds. In such said capacity, the Adviser shallAdviser, subject to the supervision of the Board, regularly shall provide each Fund the Funds with investment research, advice advice, and supervision supervision, and shall furnish continuously an investment program for each Fundof the Funds, consistent with the respective investment objectives and policies of the Fund. With respect to each Fund. The , the Adviser shall determine, from time to time, what securities shall be purchased for each the Fund, what securities shall be held or sold by each Fund the Fund, and what portion of each the Fund’s assets shall be held uninvested in cash, subject always to the provisions of the Trust’s Agreement and Declaration of Trust (“Declaration of Trust”), as amended the Trust’s By-Laws, and supplemented (the “Declaration of Trust”), Bylaws and its ’s registration statement on Form N-1A (the “Registration Statement”) under the 1940 Act, and under the Securities Act of 1933, as amended (the “1933 Act”), covering Fund shares, as filed with the Securities and Exchange Commission (the “Commission”), and with to the investment objectives, policies policies, and restrictions of each the Fund, as each of the same shall be from time to time shall be in effect. To carry out such these obligations, and to the extent not prohibited by any of the foregoing, the Adviser shall exercise full discretion and act for each Fund of the Funds in the same manner and with the same force and effect as each Fund itself might or could do with respect to purchases, sales sales, or other transactions, as well as with respect to all other such things necessary or incidental to the furtherance or conduct of such said purchases, sales sales, or other transactions. The Adviser is permitted to use persons employed by an “affiliated person” (as defined in the 1000 Xxx) of the Adviser to provide, or to assist in providing, any or all of the services or functions provided by the Adviser under this Agreement to the extent not prohibited by, or inconsistent with, applicable law, including the requirements of the 1940 Act, the rules thereunder, and relevant positions of the Commission and the Commission’s staff. The Adviser also is permitted to delegate certain administrative and “back office” functions, including portfolio reconciliation, and certain operational and compliance services, to any affiliate of the Adviser. Any delegation to said affiliates, and the use of affiliated persons, shall be subject to Adviser’s responsibility and liability under the terms of this Agreement. No reference in this Agreement to the Adviser having full discretionary authority over each Fund’s investments shall in any way shall limit the right of the Board, in its the Board’s sole discretion, to establish or revise policies in connection with the management of a the Fund’s assets or otherwise to otherwise exercise its the Board’s right to control the overall management of a the Fund. As applicable and appropriate, and without limiting the generality of the foregoing, the Adviser has the authority to enter into trading agreements on behalf of each of the Funds and to adhere on each Fund’s behalf to the applicable International Swaps & Derivatives Association (“ISDA”) over-the-counter (“OTC”) derivatives transaction protocols and to enter into client agency agreements or other documents that may be required to effect OTC derivatives transaction through swap execution facilities (i.e., “SEFs”).

Discretionary Investment Management Services. The Adviser Advisor shall act as investment adviser advisor with respect to each the Fund. In such capacity, the Adviser Advisor shall, subject to the supervision of the Board, regularly provide each the Fund with investment research, advice and supervision and shall furnish continuously an investment program for each the Fund, consistent with the respective investment objectives and policies of each the Fund. The Adviser Advisor shall determine, from time to time, what securities or real estate investments shall be purchased for each the Fund, what securities and/or real estate investments shall be held or sold by each the Fund and what portion of each the Fund’s assets shall be held uninvested in cash, subject always to the provisions of the Trust’s Agreement and Declaration of Trust (“Declaration of Trust”), as amended and supplemented (the “Declaration of Trust”), Bylaws and its registration statement on Form N-1A N-2 (the “Registration Statement”) under the 1940 Act, and under the Securities Act of 1933, as amended (the “1933 Act”), as filed with the Securities and Exchange Commission (the “Commission”), and with the investment objectives, policies and restrictions of each the Fund, as each of the same shall be from time to time in effect. To carry out such obligations, and to the extent not prohibited by any of the foregoing, the Adviser Advisor shall exercise full discretion and act for each the Fund in the same manner and with the same force and effect as each the Fund itself might or could do with respect to purchases, sales or other transactions, as well as with respect to all other such things necessary or incidental to the furtherance or conduct of such purchases, sales or other transactions. No reference in this Agreement to the Adviser Advisor having full discretionary authority over each the Fund’s investments shall in any way limit the right of the Board, in its sole discretion, to establish or revise policies in connection with the management of a the Fund’s assets or to otherwise exercise its right to control the overall management of a the Fund.

Discretionary Investment Management Services. The Adviser Advisor shall act as investment adviser advisor with respect to each the Fund. In such capacity, the Adviser Advisor shall, subject to the supervision of the Board, regularly provide each the Fund with investment research, advice and supervision and shall furnish continuously an investment program for each the Fund, consistent with the respective investment objectives and policies of each the Fund. The Adviser Advisor shall determine, from time to time, what securities or commodity interests shall be purchased for each the Fund, what securities shall be held or sold by each the Fund and what portion of each the Fund’s assets shall be held uninvested in cash, subject always to the provisions of the Trust’s Agreement and Declaration of Trust (“Declaration of Trust”), as amended and supplemented (the “Declaration of Trust”), Bylaws and its registration statement on Form N-1A N-2 (the “Registration Statement”) under the 1940 Act, and under the Securities Act of 1933, as amended (the “1933 Act”), as filed with the Securities and Exchange Commission (the “Commission”), and with the investment objectives, policies and restrictions of each the Fund, as each of the same shall be from time to time in effect. To carry out such obligations, and to the extent not prohibited by any of the foregoing, the Adviser Advisor shall exercise full discretion and act for each the Fund in the same manner and with the same force and effect as each the Fund itself might or could do with respect to purchases, sales or other transactions, as well as with respect to all other such things necessary or incidental to the furtherance or conduct of such purchases, sales or other transactions. No reference in this Agreement to the Adviser Advisor having full discretionary authority over each the Fund’s investments shall in any way limit the right of the Board, in its sole discretion, to establish or revise policies in connection with the management of a the Fund’s assets or to otherwise exercise its right to control the overall management of a the Fund.

Discretionary Investment Management Services. The Adviser shall act as investment adviser with respect to each the Fund. In such capacity, the Adviser shall, subject to the supervision of the Board of Trustees of the Trust (the “Board”), regularly provide each the Fund with investment research, advice and supervision and shall furnish continuously an investment program for each the Fund, consistent with the respective investment objectives and policies of each the Fund. The Adviser shall determine, from time to time, what securities shall be purchased for each the Fund, what securities shall be held or sold by each the Fund and what portion of each the Fund’s 's assets shall be held uninvested in cash, subject always to the provisions of the Trust’s 's Agreement and Declaration of Trust (“Declaration of Trust”), as amended and supplemented (the “Declaration of Trust”), Bylaws By-Laws and its registration statement on Form N-1A (the “"Registration Statement”") under the 1940 Act, and under the Securities Act of 1933, as amended (the “"1933 Act”"), covering Fund shares, as filed with the Securities and Exchange Commission (the “"Commission”"), and with to the investment objectives, policies and restrictions of each the Fund, as each of the same shall be from time to time in effect. To carry out such obligations, and to the extent not prohibited by any of the foregoing, the Adviser shall exercise have full investment discretion and act for each on behalf of the Fund in the same manner and with the same force and effect as each Fund itself might or could do with respect to purchases, sales or other transactions, as well as with respect to all other such things necessary or incidental to the furtherance or conduct of such purchases, sales or other transactions, including by taking such steps as may be necessary to implement such advice and recommendations (e.g., placing orders), as well as with respect to all other such things necessary or incidental to the furtherance or conduct or such purchases, sales or other transactions. No reference in this Agreement to the Adviser having full discretionary authority over each the Fund’s 's investments shall in any way limit the right of the Board, in its sole discretion, to establish or revise investment policies in connection with governing the management of a the Fund’s assets or 's assets. The investment policies and investment actions of the Fund are, and shall at all times be, subject to otherwise exercise its right to the control and direction of the overall management of a FundBoard.

Discretionary Investment Management Services. The Sub-Adviser shall act as sub-investment adviser with respect to each the Fund. In such capacity, the Sub-Adviser shall, subject to the supervision of the Adviser and the Board, regularly provide each the Fund with investment research, advice and supervision and shall furnish continuously an investment program for each Fundsuch Fund assets as may be allocated by the Adviser to the Sub-Adviser, consistent with the respective investment objectives and policies of each the Fund. The Sub-Adviser shall determine, from time to time, what securities investments shall be purchased for each Fund, the Fund and what such securities shall be held or sold by each Fund and what portion of each the Fund’s assets shall be held uninvested in cash, subject always to the provisions of the Trust’s 's Agreement and Declaration of Trust (“Declaration of Trust”), as amended and supplemented (the “Declaration of Trust”), Bylaws By-Laws and its registration statement on Form N-1A N-IA (the “"Registration Statement”") under the Investment Company Act of 1940, as amended (the "1940 Act"), and under the Securities Act of 1933, as amended (the “"1933 Act”"), covering Fund shares, as filed with the Securities and Exchange Commission (the “"Commission”"), and with to the investment objectives, policies and restrictions of each the Fund, as each of the same shall be from time to time in effect. To carry out such obligations, and to the extent not prohibited by any of the foregoing, the Sub-Adviser shall exercise full discretion and act for each the Fund in the same manner and with the same force and effect as each the Fund itself might or could do with respect to purchases, sales or other transactions, as well as with respect to all other such things necessary or incidental to the furtherance or conduct of such purchases, sales or other transactions. Notwithstanding the foregoing, the Sub-Adviser shall, upon written instructions from the Adviser, effect such portfolio transactions for the Fund as the Adviser may from time to time direct; provided however, that the Sub-Adviser shall not be responsible for any such portfolio transactions effected upon written instructions from the Adviser. No reference in this Agreement to the Sub-Adviser having full discretionary authority over each the Fund’s 's investments shall in any way limit the right of the BoardAdviser, in its sole discretion, to establish or revise policies in connection with the management of a the Fund’s 's assets or to otherwise exercise its right to control the overall management of a the Fund's assets.

Discretionary Investment Management Services. The Adviser shall act as investment adviser with respect to each the Fund. In such capacity, the Adviser shall, subject to the supervision of the Board, regularly provide each the Fund with investment research, advice and supervision and shall furnish continuously an investment program for each the Fund, consistent with the respective investment objectives and policies of each the Fund. The Adviser shall determine, from time to time, what securities shall be purchased for each the Fund, what securities shall be held or sold by each the Fund and what portion of each the Fund’s assets shall be held uninvested in cash, subject always to the provisions of the Trust’s Agreement and Declaration of Trust (“Declaration of Trust”), as amended and supplemented (the “Declaration of Trust”), Bylaws and its registration statement on Form N-1A N-2 (the “Registration Statement”) under the 1940 Act, and under the Securities Act of 1933, as amended (the “1933 Act”), as filed with the Securities and Exchange Commission (the “Commission”), and with the investment objectives, policies and restrictions of each the Fund, as each of the same shall be from time to time in effect. To carry out such obligations, and to the extent not prohibited by any of the foregoing, the Adviser shall exercise full discretion and act for each the Fund in the same manner and with the same force and effect as each the Fund itself might or could do with respect to purchases, sales or other transactions, as well as with respect to all other such things necessary or incidental to the furtherance or conduct of such purchases, sales or other transactions. No reference in this Agreement to the Adviser having full discretionary authority over each the Fund’s investments shall in any way limit the right of the Board, in its sole discretion, to establish or revise policies in connection with the management of a the Fund’s assets or to otherwise exercise its right to control the overall management of a the Fund.

Discretionary Investment Management Services. The Adviser shall act as investment adviser with respect to each the Fund. In such capacity, the Adviser shall, subject to the supervision of the Board, regularly provide each the Fund with investment research, advice and supervision and shall furnish continuously an investment program for each the Fund, consistent with the respective investment objectives and policies of each the Fund. The Adviser shall determine, from time to time, what securities shall be purchased for each the Fund, what securities shall be held or sold by each the Fund and what portion of each the Fund’s assets shall be held uninvested in cash, subject always to the provisions of the Trust’s Agreement and Declaration of Trust (“Declaration of Trust”), as amended and supplemented (the “Declaration of Trust”), Bylaws and its registration statement on Form N-1A (the “Registration Statement”) under the 1940 Act, and under the Securities Act of 1933, as amended (the “1933 Act”), as filed with the Securities and Exchange Commission (the “Commission”), and with the investment objectives, policies and restrictions of each the Fund, as each of the same shall be from time to time in effect. To carry out such obligations, and to the extent not prohibited by any of the foregoing, the Adviser shall exercise full discretion and act for each the Fund in the same manner and with the same force and effect as each the Fund itself might or could do with respect to purchases, sales or other transactions, as well as with respect to all other such things necessary or incidental to the furtherance or conduct of such purchases, sales or other transactions. No reference in this Agreement to the Adviser having full discretionary authority over each the Fund’s investments shall in any way limit the right of the Board, in its sole discretion, to establish or revise policies in connection with the management of a the Fund’s assets or to otherwise exercise its right to control the overall management of a the Fund.

Discretionary Investment Management Services. The Adviser shall act as investment adviser with respect to each Fundthe Funds. In such said capacity, the Adviser shallAdviser, subject to the supervision of the Board, regularly shall provide each Fund the Funds with investment research, advice advice, and supervision supervision, and shall furnish continuously an investment program for each Fundof the Funds, consistent with the respective investment objectives and policies of the Fund. With respect to each Fund. The , the Adviser shall determine, from time to time, what securities shall be purchased for each the Fund, what securities shall be held or sold by each Fund the Fund, and what portion of each the Fund’s assets shall be held uninvested in cash, subject always to the provisions of the Trust’s Agreement and Declaration of Trust (“Declaration of Trust”), as amended the Trust’s ByLaws, and supplemented (the “Declaration of Trust”), Bylaws and its ’s registration statement on Form N-1A (the “Registration Statement”) under the 1940 Act, and under the Securities Act of 1933, as amended (the “1933 Act”), covering Fund shares, as filed with the Securities and Exchange Commission (the “Commission”), and with to the investment objectives, policies policies, and restrictions of each the Fund, as each of the same shall be from time to time shall be in effect. To carry out such these obligations, and to the extent not prohibited by any of the foregoing, the Adviser shall exercise full discretion and act for each Fund of the Funds in the same manner and with the same force and effect as each Fund itself might or could do with respect to purchases, sales sales, or other transactions, as well as with respect to all other such things necessary or incidental to the furtherance or conduct of such said purchases, sales sales, or other transactions. No reference in this Agreement to the Adviser having full discretionary authority over each Fund’s investments shall in any way shall limit the right of the Board, in its the Board’s sole discretion, to establish or revise policies in connection with the management of a the Fund’s assets or otherwise to otherwise exercise its the Board’s right to control the overall management of a the Fund. As applicable and appropriate, and without limiting the generality of the foregoing, the Adviser has the authority to enter into trading agreements on behalf of each of the Funds and to adhere on each Fund’s behalf to the applicable International Swaps & Derivatives Association (“ISDA”) over-the-counter (“OTC”) derivatives transaction protocols and to enter into client agency agreements or other documents that may be required to effect OTC derivatives transaction through swap execution facilities (i.e., “SEFs”).

Discretionary Investment Management Services. The Adviser shall act as investment adviser with respect to each Fundthe Funds. In such said capacity, the Adviser shallAdviser, subject to the supervision of the Board, regularly shall provide each Fund the Funds with investment research, advice advice, and supervision supervision, and shall furnish continuously an investment program for each Fundof the Funds, consistent with the respective investment objectives and policies of the Fund. With respect to each Fund. The , the Adviser shall determine, from time to time, what securities shall be purchased for each the Fund, what securities shall be held or sold by each Fund the Fund, and what portion of each the Fund’s 's assets shall be held uninvested in cash, subject always to the provisions of the Trust’s 's Agreement and Declaration of Trust (“Declaration of Trust”), as amended the Trust's By-Laws, and supplemented (the “Declaration of Trust”), Bylaws and its 's registration statement on Form N-1A (the “"Registration Statement”") under the 1940 Act, and under the Securities Act of 1933, as amended (the “"1933 Act”"), covering Fund shares, as filed with the Securities and Exchange Commission (the “"Commission”"), and with to the investment objectives, policies policies, and restrictions of each the Fund, as each of the same shall be from time to time shall be in effect. To carry out such these obligations, and to the extent not prohibited by any of the foregoing, the Adviser shall exercise full discretion and act for each Fund of the Funds in the same manner and with the same force and effect as each Fund itself might or could do with respect to purchases, sales sales, or other transactions, as well as with respect to all other such things necessary or incidental to the furtherance or conduct of such said purchases, sales sales, or other transactions. No reference in this Agreement to the Adviser having full discretionary authority over each Fund’s 's investments shall in any way shall limit the right of the Board, in its the Board's sole discretion, to establish or revise policies in connection with the management of a the Fund’s 's assets or otherwise to otherwise exercise its the Board's right to control the overall management of a the Fund. As applicable and appropriate, and without limiting the generality of the foregoing, the Adviser has the authority to enter into trading agreements (collectively, "Account Agreements") on behalf of each of the Funds and to adhere on each Fund's behalf to the applicable International Swaps & Derivatives Association ("ISDA") over-the-counter ("OTC") derivatives transaction protocols and to enter into client agency agreements or other documents that may be required to effect OTC derivatives transaction through swap execution facilities (i.e., "SEFs"). To the extent permitted by law, the services to be furnished by the Adviser under this Agreement may be furnished through the medium of any of the Adviser's partners, officers, employees or control affiliates; provided, however that the use of such mediums does not relieve the Adviser from any obligation or duty under this Agreement.

Discretionary Investment Management Services. The Sub-Adviser shall act as investment sub-adviser with respect to each the Fund. In such capacity, the Sub-Adviser shall, subject to the supervision of the Adviser and the Board, regularly provide each the Fund with investment research, advice and supervision and shall furnish continuously an investment program for each Fundsuch Fund assets as may be allocated by the Adviser to the Sub-Adviser (the "Assets"), consistent with the respective investment objectives and policies of each Fundthe Fund and any investment guidelines established and modified from time to time by the Adviser and communicated in writing to the Sub-Adviser. The Sub-Adviser shall determine, from time to time, what securities which investments shall be purchased for each Fund, what the Fund and which such securities shall be held or sold by each Fund and what portion of each the Fund’s assets shall be held uninvested in cash, subject always to the provisions of the Trust’s 's Agreement and Declaration of Trust (“Declaration of Trust”), as amended and supplemented (the “Declaration of Trust”), Bylaws By-Laws and its registration statement on Form N-1A (the “"Registration Statement”") under the Investment Company Act of 1940, as amended (the "1940 Act"), and under the Securities Act of 1933, as amended (the “"1933 Act”"), covering Fund shares, as filed with the Securities and Exchange Commission (the “"Commission”"), and with to the investment objectives, policies and restrictions of each the Fund, as each of the same shall be from time to time in effect, and to any investment guidelines established by the Adviser as referred to above and provided to the Sub-Adviser in writing. To carry out such obligations, and to the extent not prohibited by any of the foregoing, the Sub-Adviser shall exercise full discretion and act for each the Fund in the same manner and with the same force and effect as each the Fund itself might or could do with respect to purchases, sales or other transactions, as well as with respect to all other such things necessary or incidental to the furtherance or conduct of such purchases, sales or other transactions. Notwithstanding the foregoing, the Sub-Adviser shall, upon written instructions from the Adviser, effect such portfolio transactions for the Fund as the Adviser may from time to time direct; provided however, that the Sub-Adviser shall not be responsible for any such portfolio transactions effected upon written instructions from the Adviser. No reference in this Agreement to the Sub-Adviser having full discretionary authority over each the Fund’s 's investments shall in any way limit the right of the BoardAdviser, in its sole discretion, to establish or revise policies in connection with the management of a the Fund’s 's assets or to otherwise exercise its right to control the overall management of a the Fund's assets.

Discretionary Investment Management Services. The Sub-Adviser shall act as sub-investment adviser with respect to each the Fund. In such capacity, the Sub-Adviser shall, subject to the supervision of the Adviser and the Board, regularly provide each the Fund with investment research, advice and supervision and shall furnish continuously an investment program for each Fundsuch Fund assets as may be allocated by the Adviser to the Sub-Adviser, consistent with the respective investment objectives and policies of each the Fund. The Sub-Adviser shall determine, from time to time, what securities investments shall be purchased for each Fund, the Fund and what such securities shall be held or sold by each Fund and what portion of each the Fund’s assets shall be held uninvested in cash, subject always to the provisions of the Trust’s 's Agreement and Declaration of Trust (“Declaration of Trust”), as amended and supplemented (the “Declaration of Trust”), Bylaws By-Laws and its registration statement on Form N-1A (the “"Registration Statement”") under the Investment Company Act of 1940, as amended (the "1940 Act"), and under the Securities Act of 1933, as amended (the “"1933 Act”"), covering Fund shares, as filed with the Securities and Exchange Commission (the “"Commission”"), and with to the investment objectives, policies and restrictions of each the Fund, as each of the same shall be from time to time in effect. To carry out such obligations, and to the extent not prohibited by any of the foregoing, the Sub-Adviser shall exercise full discretion and act for each the Fund in the same manner and with the same force and effect as each the Fund itself might or could do with respect to purchases, sales or other transactions, as well as with respect to all other such things necessary or incidental to the furtherance or conduct of such purchases, sales or other transactions. Notwithstanding the foregoing, the Sub-Adviser shall, upon written instructions from the Adviser, effect such portfolio transactions for the Fund as the Adviser may from time to time direct; provided however, that the Sub-Adviser shall not be responsible for any such portfolio transactions effected upon written instructions from the Adviser. No reference in this Agreement to the Sub-Adviser having full discretionary authority over each the Fund’s 's investments shall in any way limit the right of the BoardAdviser, in its sole discretion, to establish or revise policies in connection with the management of a the Fund’s 's assets or to otherwise exercise its right to control the overall management of a the Fund's assets.

Discretionary Investment Management Services. The Adviser shall act as investment adviser with respect to each Fundthe Funds. In such capacity, the Adviser shall, subject to the supervision of the Board, regularly provide each Fund the Funds with investment research, advice and supervision and shall furnish continuously an investment program for each Fundthe Funds, consistent with the respective investment objectives and policies of each Fund. The Adviser shall determine, from time to time, what securities shall be purchased for each Fundthe Funds, what securities shall be held or sold by each Fund the Funds and what portion of each Fund’s the Funds’ assets shall be held uninvested in cash, subject always to the provisions of the Trust’s Agreement and Declaration of Trust (“Declaration of Trust”), as amended and supplemented (the “Declaration of Trust”), Bylaws By-Laws and its registration statement on Form N-1A (the “Registration Statement”) under the 1940 Act, and under the Securities Act of 1933, as amended (the “1933 Act”), covering Fund shares, as filed with the Securities and Exchange Commission (the “CommissionSEC”), and with to the investment objectives, policies and restrictions of each Fundthe Funds, as each of the same shall be from time to time in effect. To carry out such obligations, and to the extent not prohibited by any of the foregoing, the Adviser shall exercise full discretion and act for each Fund the Funds in the same manner and with the same force and effect as each Fund itself the Funds themselves might or could do with respect to purchases, sales or other transactions, as well as with respect to all other such things necessary or incidental to the furtherance or conduct of such purchases, sales or other transactions. No reference in this Agreement to the Adviser having full discretionary authority over each Fund’s investments shall in any way limit the right of the Board, in its sole discretion, to establish or revise policies in connection with the management of a Fund’s assets or to otherwise exercise its right to control the overall management of a Fund.

Discretionary Investment Management Services. The Adviser shall act as investment adviser with respect to each the Fund. In such capacity, the Adviser shall, subject to the supervision of the Board, regularly provide each the Fund with investment research, advice and supervision and shall furnish continuously an investment program for each the Fund, consistent with the respective investment objectives and policies of each the Fund. The Adviser shall determine, from time to time, what securities shall be purchased for each the Fund, what securities shall be held or sold by each the Fund and what portion of each the Fund’s assets shall be held uninvested in cash, subject always to the provisions of the Trust’s Agreement and Declaration of Trust (“Declaration of Trust”), as amended and supplemented (the “Declaration of Trust”), Bylaws and its registration statement on Form N-1A (the “Registration Statement”) under the 1940 Act, and under the Securities Act of 1933, as amended (the “1933 Act”), as filed with the Securities and Exchange Commission (the “Commission”), and with the investment objectives, policies and restrictions of each the Fund, as each of the same shall be from time to time in effect. To carry out such obligations, and to the extent not prohibited by any of the foregoing, the Adviser shall exercise full discretion and act for each the Fund in the same manner and with the same force and effect as each the Fund itself might or could do with respect to purchases, sales or other transactions, as well as with respect to all other such things necessary or incidental to the furtherance or conduct of such purchases, sales or other transactions. No reference in this Agreement to the Adviser having full discretionary authority over each the Fund’s investments shall in any way limit the right of the Board, in its sole discretion, to establish or revise policies in connection with the management of a the Fund’s assets or to otherwise exercise its right to control the overall management of a the Fund.

Discretionary Investment Management Services. The Adviser shall act as investment adviser with respect to each Fundthe Funds. In such capacity, the Adviser shall, subject to the supervision of the Board, regularly provide each Fund the Funds with investment research, advice and supervision and shall furnish continuously an investment program for each Fundthe Funds, consistent with the respective investment objectives and policies of each Fund. The Adviser may utilize the services of the Adviser’s affiliates in performance of its duties under the Agreement. The Adviser shall determine, from time to time, what securities shall be purchased for each Fundthe Funds, what securities shall be held or sold by each Fund the Funds and what portion of each Fund’s the Funds’ assets shall be held uninvested in cash, subject always to the provisions of the Trust’s Agreement and Declaration of Trust (“Declaration of Trust”), as amended and supplemented (the “Declaration of Trust”), Bylaws By-Laws and its registration statement on Form N-1A (the “Registration Statement”) under the 1940 Act, and under the Securities Act of 1933, as amended (the “1933 Act”), covering Fund shares, as filed with the Securities and Exchange Commission (the “Commission”), and with to the investment objectives, policies and restrictions of each Fundthe Funds, as each of the same shall be from time to time in effect. To carry out such obligations, and to the extent not prohibited by any of the foregoing, the Adviser shall exercise full discretion and act for each Fund the Funds in the same manner and with the same force and effect as each Fund itself the Funds themselves might or could do with respect to purchases, sales or other transactions, as well as with respect to all other such things necessary or incidental to the furtherance or conduct of such purchases, sales or other transactions. No reference in this Agreement to the Adviser having full discretionary authority over each Fund’s investments shall in any way limit the right of the Board, in its sole discretion, to establish or revise policies in connection with the management of a Fund’s assets or to otherwise exercise its right to control the overall management of a Fund.

Discretionary Investment Management Services. The Sub-Adviser shall act as the sole sub-investment adviser with respect to each the Fund. In such capacity, the Sub-Adviser shall, subject to the supervision of the Adviser and the Board, regularly provide each the Fund with investment research, advice and supervision and shall furnish continuously an investment program for each Fundsuch Fund assets as may be allocated by the Adviser to the Sub-Adviser (the "Assets"), consistent with the respective investment objectives and policies of each the Fund. The Sub-Adviser shall determine, from time to time, determine what securities investments shall be purchased for each Fund, the Fund and what such securities shall be held or sold by each Fund and what portion of each the Fund’s assets shall be held uninvested in cash, subject always to the provisions of the Trust’s 's Agreement and Declaration of Trust (“Declaration of Trust”), as amended and supplemented (the “Declaration of Trust”), Bylaws By-Laws and its registration statement on Form N-1A N-lA (the “"Registration Statement”") under the Investment Company Act of 1940, as amended (the "1940 Act"), and under the Securities Act of 1933, as amended (the “"1933 Act”"), covering Fund shares, as filed with the Securities and Exchange Commission (the “"Commission”"), and with to the investment objectives, policies and restrictions of each the Fund, as each of the same shall be from time to time in effect. To carry out such obligations, and to the extent not prohibited by any of the foregoing, the Sub-Adviser shall exercise full discretion and act for each the Fund in the same manner and with the same force and effect as each the Fund itself might or could do with respect to purchases, sales or other transactions, as well as with respect to all other such things necessary or incidental to the furtherance or conduct of such purchases, sales or other transactions. Notwithstanding the foregoing, the Sub-Adviser shall, upon written instructions from the Adviser, effect such portfolio transactions for the Fund as the Adviser may from time to time direct; provided however, that the Sub-Adviser shall not be responsible for any such portfolio transactions effected upon written instructions from the Adviser. No reference in this Agreement to the Sub-Adviser having full discretionary authority over each the Fund’s 's investments shall in any way limit the right of the BoardAdviser, in its sole discretion, to establish or revise policies in connection with the management of a the Fund’s 's assets or to otherwise exercise its right to control the overall management of a the Fund's assets.

Discretionary Investment Management Services. The Adviser shall act as investment adviser with respect to each the Fund. In such capacity, the Adviser shall, subject to the supervision of the Board, regularly provide each the Fund with investment research, advice and supervision and shall furnish continuously an investment program for each the Fund, consistent with the respective investment objectives and policies of each the Fund. The Adviser shall determine, from time to time, what securities shall be purchased for each the Fund, what securities shall be held or sold by each the Fund and what portion of each the Fund’s 's assets shall be held uninvested in cash, subject always to the provisions of the Trust’s 's Agreement and Declaration of Trust (“Declaration of Trust”), as amended and supplemented (the “Declaration of Trust”), Bylaws By-Laws and its registration statement on Form N-1A N-lA (the “"Registration Statement”") under the 1940 Act, and under the Securities Act of 1933, as amended (the “"1933 Act”"), covering Fund shares, as filed with the Securities and Exchange Commission (the “"Commission”"), and with to the investment objectives, policies and restrictions of each the Fund, as each of the same shall be from time to time in effect. To carry out such obligations, and to the extent not prohibited by any of the foregoing, the Adviser shall exercise full discretion and act for each the Fund in the same manner and with the same force and effect as each the Fund itself might or could do with respect to purchases, sales or other transactions, as well as with respect to all other such things necessary or incidental to the furtherance or conduct of such purchases, sales or other transactions. No reference in this Agreement to the Adviser having full discretionary authority over each the Fund’s 's investments shall in any way limit the right of the Board, in its sole discretion, to establish or revise policies in connection with the management of a the Fund’s 's assets or to otherwise exercise its right to control the overall management of a the Fund.