Common use of Discretionary Investment Management Services Clause in Contracts

Discretionary Investment Management Services. The Subadviser shall act as sub-investment adviser with respect to each Fund in regard to those Fund assets as may be allocated by the Adviser to the Subadviser (the “Assets”). In said capacity, the Subadviser, subject to the supervision of the Adviser and oversight by the Board, regularly shall provide the Fund with investment research, advice, and supervision and shall furnish continuously an investment program, consistent with the investment objectives and policies of the Fund. The Subadviser shall determine, from time to time, what securities shall be purchased for the Fund, what securities shall be held or sold by the Fund, and what portion of the Fund’s Assets shall be held uninvested in cash, subject always to the provisions of the Trust’s Agreement and Declaration of Trust, the Trust’s By-Laws, and the Trust’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 to the investment objectives, policies, and restrictions of the Fund, as each of the same from time to time shall be in effect. To carry out these obligations, the Subadviser shall exercise full discretion and act for the Fund in the same manner and with the same force and effect as 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 said purchases, sales, or other transactions. No reference in this Agreement to the Subadviser having full discretionary authority over the Fund’s investments in any way shall limit the right of either the Adviser or the Board, in either the Adviser’s or the Board’s respective sole discretion, to establish or revise policies in connection with the management of the Fund’s Assets or otherwise to exercise either the Adviser’s or the Board’s respective right to control the overall management of 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”). For the avoidance of doubt, Subadviser 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 Subadviser 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 the Fund in regard to those with investment advice and supervision and shall furnish continuously an investment program for such Fund assets as may be allocated by the Adviser to the Subadviser (the “Assets”). In said capacity, the Subadviser, subject to the supervision of the Adviser and oversight by the Board, regularly shall provide the Fund with investment research, advice, and supervision and shall furnish continuously an investment programSub-Adviser, consistent with the investment objectives and policies of the Fund. The Subadviser Sub-Adviser shall determine, from time to time, what securities investments shall be purchased for the Fund, Fund and what such securities shall be held or sold by the Fund, and what portion of 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, the Trust’s By-Laws, Laws and the Trust’s 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 provided to the Sub-Adviser, and to the investment objectives, policies, policies and restrictions of the Fund, as each of the same shall be from time to time shall be in effecteffect and provided to the Sub-Adviser, and to the investment guidelines set forth on Schedule B to this Agreement (the "Investment Guidelines"). To carry out these such obligations, the Subadviser Sub-Adviser shall exercise full discretion and act for the Fund in the same manner and with the same force and effect as 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 said such purchases, sales, 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 Subadviser Sub-Adviser having full discretionary authority over the Fund’s 's investments shall in any way shall limit the right of either the Adviser or the BoardAdviser, in either the Adviser’s or the Board’s respective its sole discretion, 'to establish or revise policies in connection with the management of the Fund’s Assets 's assets or to otherwise to exercise either the Adviser’s or the Board’s respective its right to control the overall management of the Fund’s 's assets. As applicable and appropriate, and without limiting In the generality of event the foregoing, Adviser seeks to exercise such discretion over the Subadviser has the authority to enter into trading agreements on behalf assets of the Fund and to adhere on the Fund’s behalf allocated to the applicable International Swaps & Derivatives Association (“ISDA”) overSub-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, Subadviser shall have no liability for any act or omission of, or for the solvency ofAdviser, the custodian(s) required under Section 17(f) Adviser will provide the Sub-Adviser with prior written notice of the 1940 Act for any Fundnew or revised policy.

Discretionary Investment Management Services. The Subadviser Adviser shall act as sub-investment adviser with respect to each Fund in regard to those Fund assets as may be allocated by the Adviser to the Subadviser (the “Assets”)Fund. In said such capacity, the SubadviserAdviser shall, subject to the supervision of the Adviser and oversight by the Board, regularly shall provide the Fund with investment research, advice, advice and supervision and shall furnish continuously an investment programprogram for the Fund, consistent with the investment objectives and policies of the Fund. The Subadviser Adviser shall determine, from time to time, what securities shall be purchased for the Fund, what securities shall be held or sold by the Fund, Fund and what portion of the Fund’s Assets assets shall be held uninvested in cash, subject always to the provisions of the Trust’s Agreement and Declaration of Trust, the Trust’s By-Laws, Laws and the Trust’s 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 to the investment objectives, policies, policies and restrictions of the Fund, as each of the same shall be from time to time shall be in effect. To carry out these such obligations, the Subadviser Adviser shall exercise full discretion and act for the Fund in the same manner and with the same force and effect as 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 said such purchases, sales, sales or other transactions. No reference in this Agreement to the Subadviser Adviser having full discretionary authority over the Fund’s investments shall in any way shall limit the right of either the Adviser or the Board, in either the Adviser’s or the Board’s respective its sole discretion, to establish or revise policies in connection with the management of the Fund’s Assets assets or to otherwise to exercise either the Adviser’s or the Board’s respective its right to control the overall management of the Fund’s assets. As applicable and appropriate, and without Without limiting the generality of the foregoing, the Subadviser has Adviser’s discretionary authority includes 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 & and 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., “i.e. SEFs”). For the avoidance of doubt, Subadviser 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 Subadviser Sub-Adviser shall act as sub-investment adviser with respect to the Funds. In such capacity, the Sub-Adviser shall, subject to the supervision of the Adviser and the Board, regularly provide each Fund in regard to those with investment research, advice and supervision and shall furnish continuously an investment program for such Fund assets as may be allocated by the Adviser to the Subadviser (the “Assets”). In said capacity, the Subadviser, subject to the supervision Sub-Adviser for purposes of the Adviser and oversight by the Board, regularly shall provide the investing Fund with investment research, advice, and supervision and shall furnish continuously an investment programassets, consistent with the investment objectives and policies of the each Fund. The Subadviser Sub-Adviser shall determine, from time to time, what securities investments shall be purchased for the Fund, Funds and what such securities shall be held or sold by the Fund, and what portion of the Fund’s Assets shall be held uninvested in cashFunds, subject always to the provisions of the Trust’s Agreement and Declaration of Trust, the Trust’s By-Laws, Laws and the Trust’s 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 to the investment objectives, policies, policies and restrictions of the FundFunds, as each of the same shall be from time to time shall be in effecteffect and set forth in the Registration Statement. To carry out these such obligations, the Subadviser Sub-Adviser shall exercise full discretion and act for the each Fund in the same manner and with the same force and effect as the each Fund itself might or could do with respect to purchases, sales, sales or other transactionstransactions and is hereby appointed each 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 each Fund. Notwithstanding the foregoing, the Adviser may, pursuant to the furtherance or conduct of said purchasesManagement Agreement and upon prior written instructions from the Adviser, saleseffect such portfolio transactions for each Fund as the Adviser may from time to time determine; provided however, 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 Subadviser Sub-Adviser having full discretionary authority over the each Fund’s investments shall in any way shall limit the right of either the Adviser or the BoardAdviser, in either the Adviser’s or the Board’s respective its sole discretion, to establish or revise policies in connection with the management of the each Fund’s Assets assets or to otherwise to exercise either the Adviser’s or the Board’s respective its right to control the overall management of the each 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”). For the avoidance of doubt, Subadviser 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 Subadviser Adviser shall act as sub-investment adviser with respect to each Fund in regard to those Fund assets as may be allocated by the Adviser to the Subadviser (the “Assets”)Funds. In said such capacity, the SubadviserAdviser shall, subject to the supervision of the Adviser and oversight by the Board, regularly shall provide the Fund Funds with investment research, advice, advice and supervision and shall furnish continuously an investment programprogram for the Fund, consistent with the investment objectives and policies of the FundFunds. The Subadviser Adviser shall determine, from time to time, what securities shall be purchased for the FundFunds, what securities shall be held or sold by the Fund, Funds and what portion of the Fund’s Assets Funds’ assets shall be held uninvested in cash, subject always to the provisions of the Trust’s Agreement and Declaration of Trust, the Trust’s By-Laws, Laws and the Trust’s 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 to the investment objectives, policies, policies and restrictions of the FundFunds, as each of the same shall be from time to time shall be in effect. To carry out these such obligations, the Subadviser Adviser shall exercise full discretion and act for the Fund Funds in the same manner and with the same force and effect as the Fund Funds 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 said such purchases, sales, sales or other transactions. No reference in this Agreement to the Subadviser Adviser having full discretionary authority over the Fund’s Funds’ investments shall in any way shall limit the right of either the Adviser or the Board, in either the Adviser’s or the Board’s respective its sole discretion, to establish or revise policies in connection with the management of the Fund’s Assets Funds’ assets or to otherwise to exercise either the Adviser’s or the Board’s respective its right to control the overall management of the Fund’s assetsFunds. As applicable and appropriate, and without Without limiting the generality of the foregoing, the Subadviser Adviser has the authority to enter into trading agreements on behalf of the Fund Funds and to adhere on the Fund’s Funds’ behalf to the applicable International Swaps & and 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., “i.e. SEFs”). For the avoidance of doubt, Subadviser 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 Subadviser Sub-Adviser shall act as sub-investment adviser with respect to each Fund in regard to those Fund assets as may be allocated by the Adviser to the Subadviser Sub-Adviser (the “Assets”). In said capacity, the SubadviserSub-Adviser, subject to the supervision of the Adviser and oversight by the Board, regularly shall provide the Fund with investment research, advice, and supervision and shall furnish continuously an investment program, consistent with the investment objectives and policies of the Fund. The Subadviser Sub-Adviser shall determine, from time to time, what securities shall be purchased for the Fund, what securities shall be held or sold by the Fund, and what portion of the Fund’s Assets assets shall be held uninvested in cash, subject always to the provisions of the Trust’s Agreement and Declaration of Trust, the Trust’s By-Laws, and the Trust’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 to the investment objectives, policies, and restrictions of the Fund, as each of the same from time to time shall be in effect. To carry out these obligations, the Subadviser Sub-Adviser shall exercise full discretion and act for the Fund in the same manner and with the same force and effect as 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 said purchases, sales, or other transactions. No reference in this Agreement to the Subadviser Sub-Adviser having full discretionary authority over the Fund’s investments in any way shall limit the right of either the Adviser or the Board, in either the Adviser’s or the Board’s respective sole discretion, to establish or revise policies in connection with the management of the Fund’s Assets assets or to otherwise to exercise either the Adviser’s or the Board’s respective right to control the overall management of the Fund’s assets. As applicable and appropriate, and without limiting the generality of the foregoing, the Subadviser Sub-Adviser has the authority to enter into trading and clearing 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”). For the avoidance of doubt, Subadviser 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 Subadviser Sub-Adviser shall act as sub-investment adviser with respect to each Fund in regard to those Fund assets as may be allocated by the Adviser to the Subadviser Sub-Adviser (the “Assets”). In said capacity, the SubadviserSub-Adviser, subject to the supervision of the Adviser and oversight by the Board, regularly shall provide the Fund with investment research, advice, and supervision and shall furnish continuously an investment program, consistent with the investment objectives and policies of the Fund. The Subadviser Sub-Adviser shall determine, from time to time, what securities shall be purchased for the Fund, what securities shall be held or sold by the Fund, and what portion of the Fund’s Assets assets shall be held uninvested in cash, subject always to the provisions of the Trust’s Agreement and Declaration of Trust, the Trust’s By-Laws, and the Trust’s registration statement on Form N-1A N-l A (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 to the investment objectives, policies, and restrictions of the Fund, as each of the same from time to time shall be in effect. To carry out these obligations, the Subadviser Sub-Adviser shall exercise full discretion and act for the Fund in the same manner and with the same force and effect as 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 said purchases, sales, or other transactions. No reference in this Agreement to the Subadviser Sub-Adviser having full discretionary authority over the Fund’s investments in any way shall limit the right of either the Adviser or the Board, in either the Adviser’s or the Board’s respective sole discretion, to establish or revise policies in connection with the management of the Fund’s Assets assets or to otherwise to exercise either the Adviser’s or the Board’s respective right to control the overall management of the Fund’s assets. As applicable and appropriate, and without limiting the generality of the foregoing, the Subadviser 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”). For the avoidance of doubt, Subadviser 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 Subadviser shall act as sub-investment adviser with respect to each Fund in regard to those Fund assets as may be allocated by the Adviser to the Subadviser (the “"Assets”"). In said capacity, the Subadviser, subject to the supervision of the Adviser and oversight by the Board, regularly shall provide the Fund with investment research, advice, and supervision and shall furnish continuously an investment program, consistent with the investment objectives and policies of the FundFund (collectively, the "Investment Strategy"). The Subadviser shall determine, from time to time, what securities shall be purchased for the Fund, what securities shall be held or sold by the Fund, and what portion of 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, the Trust’s 's By-Laws, and the Trust’s '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 to the investment objectives, policies, and restrictions of the Fund, as each of the same from time to time shall be in effect. To carry out these obligations, the Subadviser shall exercise full discretion and act for the Fund Assets in the same manner and with the same force and effect as 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 said purchases, sales, or other transactions. No reference in this Agreement to the Subadviser having full discretionary authority over the Fund’s 's investments in any way shall limit the right of either the Adviser or the Board, in either the Adviser’s 's or the Board’s 's respective sole discretion, to establish or revise policies in connection with the management of the Fund’s Assets 's assets or to otherwise to exercise either the Adviser’s 's or the Board’s 's respective right to control the overall management of the Fund’s '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 with respect to the Assets and to adhere on the Fund’s 's behalf to the applicable International Swaps & Derivatives Association (“"ISDA”'') over-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”"), and, to this extent, has the authority to utilize counterparties and/or clearing members for prime brokerage, futures clearing, listed and OTC option, and swap services, ISDA services, and other transactions in financial derivative instruments under agreements set up by, and in the name of, the Adviser or the Fund. The Subadviser shall provide reasonable assistance to the Adviser in negotiating trading terms and other arrangements with counterparties and/or clearing members upon reasonable request. For the avoidance of doubt, except as expressly set forth in this Agreement, the Subadviser shall have no liability not be responsible for aspects of any act or omission ofFund's investment program, or for which investment program the solvency ofAdviser shall be responsible, other than the custodian(s) required under Section 17(f) management of the 1940 Act for any FundAssets in accordance with the Investment Strategy.

Discretionary Investment Management Services. The Subadviser Sub-Adviser shall act as sub-investment adviser with respect to each Fund in regard to those Fund assets as may be allocated by the Adviser to the Subadviser Sub-Adviser (the “Assets”). In said capacity, the SubadviserSub-Adviser, subject to the supervision of the Adviser and oversight by the Board, regularly shall provide the Fund with investment research, advice, and supervision and shall furnish continuously an investment program, consistent with the investment objectives and policies of the FundFund that have been provided to Sub-Adviser by the Adviser. The Subadviser Sub-Adviser shall determine, from time to time, what securities shall be purchased for the Fund, what securities shall be held or sold by the Fund, and what portion of the Fund’s Assets assets shall be held uninvested in cash, subject always to the provisions of the Trust’s Agreement and Declaration of Trust, the Trust’s By-Laws, and the Trust’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 to the investment objectives, policies, and restrictions of the FundFund that have been provided to Sub-Adviser by the Adviser, as each of the same from time to time shall be in effect. To carry out these obligations, the Subadviser Sub-Adviser shall exercise full discretion and act for the Fund in the same manner and with the same force and effect as 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 said purchases, sales, or other transactions. No reference in this Agreement to the Subadviser Sub-Adviser having full discretionary authority over the Fund’s investments in any way shall limit the right of either the Adviser or the Board, in either the Adviser’s or the Board’s respective sole discretion, to establish or revise policies in connection with the management of the Fund’s Assets assets or to otherwise to exercise either the Adviser’s or the Board’s respective right to control the overall management of the Fund’s assets. As applicable and appropriate, and without limiting the generality of the foregoing, the Subadviser 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”). For the avoidance of doubt, Subadviser 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 Subadviser 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 the Fund in regard to those with advice and supervision and shall furnish continuously an investment program for such Fund assets as may be allocated by the Adviser to the Subadviser Sub-Adviser (the “"Assets”"). In said capacity, the Subadviser, subject to the supervision of the Adviser and oversight by the Board, regularly shall provide the Fund with investment research, advice, and supervision and shall furnish continuously an investment program, consistent with the investment objectives and policies of the FundFund and any investment guidelines established and modified from time to time by the Adviser and communicated in writing to the Sub-Adviser. The Subadviser Sub-Adviser shall determine, from time to time, what securities investments shall be purchased for the Fund, Fund and what securities such investment instruments shall be held or sold by the Fund, and what portion of 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, the Trust’s By-Laws, Laws and the Trust’s 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 to the investment objectives, policies, policies and restrictions of the Fund, as each of the same shall be from time to time shall be in effect, and to any investment guidelines established by the Adviser as referred to above. To carry out these such obligations, the Subadviser Sub-Adviser shall exercise full discretion and act for the Fund in the same manner and with the same force and effect as 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 said such purchases, sales, 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 Subadviser Sub-Adviser having full discretionary authority over the Fund’s 's investments shall in any way shall limit the right of either the Adviser or the BoardAdviser, in either the Adviser’s or the Board’s respective its sole discretion, to establish or revise policies in connection with the management of the Fund’s Assets 's assets or to otherwise to exercise either the Adviser’s or the Board’s respective its right to control the overall management of the Fund’s '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”). For the avoidance of doubt, Subadviser 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 Subadviser shall act as sub-investment adviser with respect to each Fund in regard to those Fund assets as may be allocated by the Adviser to the Subadviser (the “Assets”). In said capacity, the Subadviser, subject to the supervision of the Adviser and oversight by the Board, regularly shall provide the Fund with investment research, advice, and supervision and shall furnish continuously an investment program, consistent with the investment objectives and policies of the Fund. The Subadviser shall determine, from time to time, what securities shall be purchased for the Fund, what securities shall be held or sold by the Fund, and what portion of the Fund’s Assets shall be held uninvested in cash, subject always to the provisions of the Trust’s Agreement and Declaration of Trust, the Trust’s By-Laws, and the Trust’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 to the investment objectives, policies, and restrictions of the Fund, as each of the same from time to time shall be in effect. To carry out these obligations, the Subadviser shall exercise full discretion and act for the Fund in the same manner and with the same force and effect as 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 said purchases, sales, or other transactions. No reference in this Agreement to the Subadviser having full discretionary authority over the Fund’s investments in any way shall limit the right of either the Adviser or the Board, in either the Adviser’s or the Board’s respective sole discretion, to establish or revise policies in connection with the management of the Fund’s Assets or otherwise to exercise either the Adviser’s or the Board’s respective right to control the overall management of 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”). For the avoidance of doubt, Subadviser 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 Subadviser Adviser shall act as sub-investment adviser with respect to each Fund in regard to those Fund assets as may be allocated by the Adviser to the Subadviser (the “Assets”)Funds. In said capacity, the SubadviserAdviser, subject to the supervision of the Adviser and oversight by the Board, regularly shall provide the Fund with investment research, advice, and supervision and shall furnish continuously an investment programprogram for each of the Funds, consistent with the investment objectives and policies of the Fund. The Subadviser With respect to each Fund, the Adviser shall determine, from time to time, what securities shall be purchased for the Fund, what securities shall be held or sold by the Fund, and what portion of the Fund’s Assets assets shall be held uninvested in cash, subject always to the provisions of the Trust’s Agreement and Declaration of Trust, the Trust’s By-LawsByLaws, and the Trust’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 to the investment objectives, policies, and restrictions of the Fund, as each of the same from time to time shall be in effect. To carry out these obligations, the Subadviser Adviser shall exercise have full discretion and act for the Fund in the same manner and with the same force and effect as 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 said purchases, sales, or other transactions, including negotiating and accepting custom creation and redemption baskets. No reference in this Agreement to the Subadviser Adviser having full discretionary authority over the each Fund’s investments in any way shall limit the right of either the Adviser or the Board, in either the Adviser’s or the Board’s respective sole discretion, to establish or revise policies in connection with the management of the Fund’s Assets assets or otherwise to exercise either the Adviser’s or the Board’s respective right to control the overall management of the Fund’s assets. As applicable and appropriate, and without limiting the generality of the foregoing, the Subadviser Adviser has the authority to enter into trading agreements on behalf of each of the Fund Funds and to adhere on the 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, Subadviser 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 Subadviser shall act as sub-investment adviser with respect to each Fund in regard to those Fund assets as may be allocated by the Adviser to the Subadviser (the “Assets”). In said capacity, the Subadviser, subject to the supervision of the Adviser and oversight by of the Board, regularly shall provide the Fund with investment research, advice, and supervision and shall furnish continuously an investment program, consistent with the investment objectives and policies of the Fund. The Subadviser shall determine, from time to time, what securities shall be purchased for the Fund, what securities shall be held or sold by the Fund, and what portion of the Fund’s Assets assets shall be held uninvested in cash, subject always to the provisions of the Trust’s Agreement and Declaration of Trust, the Trust’s By-Laws, and the Trust’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 to the investment objectives, policies, and restrictions of the Fund, as each of the same from time to time shall be in effect. To carry out these obligations, the Subadviser shall exercise full discretion and act for the Fund in the same manner and with the same force and effect as 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 said purchases, sales, or other transactions. No reference in this Agreement to the Subadviser having full discretionary authority over the Fund’s investments in any way shall limit the right of either the Adviser or the Board, in either the Adviser’s or the Board’s respective sole discretion, to establish or revise policies in connection with the management of the Fund’s Assets assets or to otherwise to exercise either the Adviser’s or the Board’s respective right to control the overall management of 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”). For the avoidance of doubt, Subadviser 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 Subadviser 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 the Fund in regard to those with investment research, advice and supervision and shall furnish continuously an investment program for such Fund assets as may be allocated by the Adviser to the Subadviser Sub- Adviser (the “Assets”). In said capacity, the Subadviser, subject to the supervision of the Adviser and oversight by the Board, regularly shall provide the Fund with investment research, advice, and supervision and shall furnish continuously an investment program, consistent with the investment objectives and policies of the Fund. The Subadviser Sub-Adviser shall determine, from time to time, what securities investments shall be purchased for the Fund, Fund and what such securities shall be held or sold by the Fund, and what portion of the Fund’s Assets shall be held uninvested in cash, subject always to the provisions of the Trust’s Agreement and Declaration of Trust, the Trust’s By-Laws, Laws and the Trust’s 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 to the investment objectives, policies, policies and restrictions of the Fund, as each of the same shall be from time to time shall be in effect. To carry out these such obligations, the Subadviser Sub-Adviser shall exercise full discretion and act for the Fund in the same manner and with the same force and effect as 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 said such purchases, sales, 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 Subadviser Sub- Adviser having full discretionary authority over the Fund’s investments shall in any way shall limit the right of either the Adviser or the BoardAdviser, in either the Adviser’s or the Board’s respective its sole discretion, to establish or revise policies in connection with the management of the Fund’s Assets assets or to otherwise to exercise either the Adviser’s or the Board’s respective its right to control the overall management of the Fund’s assets. As applicable and appropriate, and without limiting Sub-Adviser will issue such instructions to the generality custodian or trustee of the foregoingAssets as may be appropriate in connection with the settlement of portfolio transactions. Sub-Adviser’s instructions shall be made in writing sent by first-class mail, the Subadviser has the authority to enter into trading agreements on behalf of the Fund electronically through SWIFT or other industry standard means or, at Sub-Adviser’s option, orally and to adhere on confirmed in writing as soon as practical thereafter. Sub-Adviser is hereby appointed as the Fund’s behalf attorney-in-fact to execute all documentation to facilitate investment in investments for the Assets, including without limitation, broker dealer agreements, counterparty agreements, and futures commission agreements and any other documentation deemed necessary to effect the Investments to the applicable International Swaps & Derivatives Association extent permitted by this Agreement and any investment guidelines (“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., “SEFsTrading Agreements”). For Sub-Adviser is authorized to execute amendments to the avoidance Trading Agreements, including without limitation “protocols” or similar agreements entered into to reflect the adoption of doubtindustry-wide standard terms and terms deemed applicable for meeting any regulatory compliance requirements. The Adviser acknowledges that the Trading Agreements and the “protocols” referred to in the previous paragraph typically contain provisions under which, Subadviser shall have no liability for any act or omission of, or for the solvency ofmatters arising in connection with those agreements, the custodian(sFund will agree to waive all immunities (including sovereign immunity), and to submit to service of process and jurisdiction and to waive any claim based upon improper venue. Sub-Adviser is hereby appointed as the Fund’s attorney-in-fact to consent to these provisions. Sub-Adviser is authorized, in its sole discretion, to exercise all voting rights, to execute consents and to exercise or sell stock subscription and conversion rights and to join in or oppose (jointly or with others) required under Section 17(f) of reorganizations, recapitalizations and liquidations and, in connection therewith, Sub-Adviser is hereby appointed as the 1940 Act for Fund’s attorney-in-fact to execute all documentation to facilitate any Fundreorganization, recapitalization or liquidation, unless the Adviser otherwise specifies in writing.

Discretionary Investment Management Services. The Subadviser Sub-Adviser shall act as sub-investment adviser with respect to each Fund in regard to those Fund assets as may be allocated by the Adviser to the Subadviser Sub-Adviser (the “"Assets”"). In said capacity, the SubadviserSub-Adviser, subject to the supervision of the Adviser and oversight by the Board, regularly shall provide the Fund with investment research, advice, and supervision and shall furnish continuously an investment program, consistent with the investment objectives and policies of the Fund. The Subadviser Sub-Adviser shall determine, from time to time, what securities shall be purchased for the Fund, what securities shall be held or sold by the Fund, and what portion of the Fund’s Assets 's assets shall be held uninvested in cash, subject always to the provisions of the Trust’s 's Agreement and Declaration of Trust, the Trust’s 's By-Laws, and the Trust’s '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 to the investment objectives, policies, and restrictions of the Fund, as each of the same from time to time shall be in effect. To carry out these obligations, the Subadviser Sub-Adviser shall exercise full discretion and act for the Fund in the same manner and with the same force and effect as 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 said purchases, sales, or other transactions. No reference in this Agreement to the Subadviser Sub-Adviser having full discretionary authority over the Fund’s 's investments in any way shall limit the right of either the Adviser or the Board, in either the Adviser’s 's or the Board’s 's respective sole discretion, to establish or revise policies in connection with the management of the Fund’s Assets 's assets or to otherwise to exercise either the Adviser’s 's or the Board’s 's respective right to control the overall management of the Fund’s 's assets. As applicable and appropriate, and without limiting the generality of the foregoing, the Subadviser Sub-Adviser has the authority to enter into futures and swaps trading and clearing agreements with a broker, dealer, futures commission merchant, bank or investment bank on behalf of the Fund and to adhere on the Fund’s '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 Adviser represents and warrants that the avoidance investment objectives, policies, and restrictions of doubteach Fund shall be as set forth in the Registration Statement from time to time; that Adviser shall provide Sub-Adviser with information (such as lists of screened securities) necessary to implement the investment objectives, Subadviser shall have no liability for policies, and restrictions of each Fund, including the ‎ fundamental investment policy of engaging in Catholic Responsible InvestingSM; and that Sub-Adviser is entitled to rely on such information provided by Adviser. Sub-Adviser may engage any act or omission ofof its affiliates to assist it with providing its services under this Agreement (including affiliates outside of the United States), or provided that Sub-Adviser will remain responsible for the solvency of, the custodian(s) required performance of its obligations under Section 17(f) of the 1940 Act for this Agreement and exercise oversight over any Fundsuch affiliates providing services under this Agreement.

Discretionary Investment Management Services. The Subadviser Sub-Adviser shall act as sub-investment adviser with respect to each Fund in regard to those Fund assets as may be allocated by the Adviser to the Subadviser Sub-Adviser (the “Assets”). In said capacity, the SubadviserSub-Adviser, subject to the supervision of the Adviser and oversight by the Board, regularly shall provide the Fund with investment research, advice, and supervision and shall furnish continuously an investment program, consistent with the investment objectives and policies of the Fund. The Subadviser Sub-Adviser shall determine, from time to time, what securities shall be purchased for the Fund, what securities shall be held or sold by the Fund, and what portion of the Fund’s Assets assets shall be held uninvested in cash, subject always to the provisions of the Trust’s Agreement and Declaration of Trust, the Trust’s By-Laws, and the Trust’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 to the investment objectives, policies, and restrictions of the Fund, as each of the same from time to time shall be in effect. To carry out these obligations, the Subadviser Sub-Adviser shall exercise full discretion and act for the Fund in the same manner and with the same force and effect as 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 said purchases, sales, or other transactions. No reference in this Agreement to the Subadviser Sub-Adviser having full discretionary authority over the Fund’s investments in any way shall limit the right of either the Adviser or the Board, in either the Adviser’s or the Board’s respective sole discretion, to establish or revise policies in connection with the management of the Fund’s Assets assets or to otherwise to exercise either the Adviser’s or the Board’s respective right to control the overall management of the Fund’s assets. As applicable and appropriate, and without limiting the generality of the foregoing, the Subadviser 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”). For Sub-Adviser may engage any of its affiliates to assist it with providing its services under this Agreement (including affiliates outside of the avoidance of doubtUnited States), Subadviser shall have no liability for any act or omission of, or provided that Sub-Adviser will remain responsible for the solvency of, performance of its obligations under the custodian(s) required under Section 17(f) of the 1940 Act for any FundAgreement.

Discretionary Investment Management Services. The Subadviser Adviser shall act as sub-investment adviser with respect to each Fund in regard to those Fund assets as may be allocated by the Adviser to the Subadviser (the “Assets”)Company. In said capacity, the SubadviserAdviser, subject to the supervision of the Adviser and oversight by the Board, regularly shall provide the Fund Company with investment research, advice, advice and supervision and shall furnish continuously an investment programprogram for the Company, consistent with the investment objectives and policies of the FundCompany. The Subadviser Adviser shall determine, from time to time, what securities shall be purchased for the FundCompany, what securities shall be held or sold by the FundCompany, and what portion of the FundCompany’s Assets assets shall be held uninvested in cash, subject always to the provisions of the TrustCompany’s Agreement Memorandum and Declaration Articles of TrustAssociation (hereinafter, said Memorandum and Articles of Association, as currently in effect, and as amended or supplemented from time to time, referred to as the Trust’s By-Laws“Memorandum”), and the TrustFund’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 the Fund’s shares, as filed with the Securities and Exchange Commission (the “Commission”), and to the investment objectives, policies, and restrictions of the Company and the Fund, as each of the same shall be from time to time shall be in effect. To carry out these said obligations, the Subadviser Adviser shall exercise full discretion and act for the Fund Company in the same manner and with the same force and effect as the Fund Company 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 said purchases, sales, or other transactions. No reference in this Agreement to the Subadviser Adviser having full discretionary authority over the FundCompany’s investments in any way shall limit the right of either the Adviser or the Board, in either the Adviser’s or the Board’s respective sole discretion, to establish or revise policies in connection with the management of the FundCompany’s Assets assets or otherwise to exercise either the Adviser’s or the Board’s respective right to control the overall management of the Fund’s assetsCompany. As applicable and appropriate, and without limiting the generality of the foregoing, the Subadviser Adviser has the authority to enter into trading agreements (collectively, “Account Agreements”) on behalf of each of the Fund Company 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”). For the avoidance of doubt, Subadviser 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 Subadviser Sub-Adviser shall act as sub-investment adviser with respect to each Fund in regard to those Fund assets as may be allocated by the Adviser to the Subadviser Sub-Adviser (the “Assets”). In said capacity, the SubadviserSub-Adviser, subject to the supervision of the Adviser and oversight by the Board, regularly shall provide the Fund Funds with investment research, advice, and supervision and shall furnish continuously an investment program, consistent with the investment objectives and policies of the FundFunds. The Subadviser Sub-Adviser shall determine, from time to time, what securities shall be purchased for the FundFunds, what securities shall be held or sold by the FundFunds, and what portion of the each Fund’s Assets assets shall be held uninvested in cash, subject always to the provisions of the Trust’s Agreement and Declaration of Trust, the Trust’s By-Laws, and the Trust’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 to the investment objectives, policies, and restrictions of the FundFunds, as each of the same from time to time shall be in effect. To carry out these obligations, the Subadviser Sub-Adviser shall exercise full discretion and act for the Fund Funds in the same manner and with the same force and effect as the 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 said purchases, sales, or other transactions. Notwithstanding the foregoing, the Sub-Adviser, upon written instructions from the Adviser, shall effect such portfolio transactions for the Funds as the Adviser from time to time may direct; provided, however, that the Sub-Adviser shall not be responsible or liable for any such portfolio transactions effected upon written instructions from the Adviser. No reference in this Agreement to the Subadviser Sub-Adviser having full discretionary authority over the Fund’s Funds’ investments in any way shall limit the right of either the Adviser or the Board, in either the Adviser’s or the Board’s respective sole discretion, to establish or revise policies in connection with the management of the Fund’s Assets Funds; assets or to otherwise to exercise either the Adviser’s or the Board’s respective right to control the overall management of the Fund’s Funds’ assets. As applicable and appropriate, and without limiting the generality of the foregoing, the Subadviser Sub-Adviser has the authority to enter into trading agreements on behalf of the Fund Funds and to adhere on the Fund’s Funds’ 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, Subadviser 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 Subadviser Sub-Adviser shall act as sub-investment adviser with respect to each Fund in regard to those Fund assets as may be allocated by the Adviser to the Subadviser Sub-Adviser (the “Assets”). In said capacity, the SubadviserSub-Adviser, subject to the supervision of the Adviser and oversight by the Board, regularly shall provide the Fund with investment research, advice, and supervision and shall furnish continuously an investment program, consistent with the investment objectives and policies of the Fund. The Subadviser Sub-Adviser shall determine, from time to time, what securities shall be purchased for the Fund, what securities shall be held or sold by the Fund, and what portion of the Fund’s Assets assets shall be held uninvested in cash, subject always to the provisions of the Trust’s Agreement and Declaration of Trust, the Trust’s By-Laws, and the Trust’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 to the investment objectives, policies, and restrictions of the Fund, as each of the same from time to time shall be in effect, provided, however, that Adviser shall provide Sub-Adviser with copies of the foregoing documents and will provide Sub-Adviser with reasonable notice and opportunity to review prior to the effectiveness of any amendment or restatement of such documents. To carry out these obligations, the Subadviser Sub-Adviser shall exercise full discretion and act for the Fund in the same manner and with the same force and effect as 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 said purchases, sales, or other transactions. No reference in this Agreement to the Subadviser Sub-Adviser having full discretionary authority over the Fund’s investments in any way shall limit the right of either the Adviser or the Board, in either the Adviser’s or the Board’s respective sole discretion, to establish or revise policies in connection with the management of the Fund’s Assets assets or to otherwise to exercise either the Adviser’s or the Board’s respective right to control the overall management of the Fund’s assets. As applicable and appropriate, and without limiting the generality of the foregoing, the Subadviser 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”). For the avoidance of doubt, Subadviser 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 Subadviser Sub-Adviser shall act as investment 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 the Fund in regard to those with investment research, advice and supervision and shall furnish continuously an investment program for such Fund assets as may be allocated by the Adviser to the Subadviser Sub-Adviser (the “"Assets”"). In said capacity, the Subadviser, subject to the supervision of the Adviser and oversight by the Board, regularly shall provide the Fund with investment research, advice, and supervision and shall furnish continuously an investment program, consistent with the investment objectives and policies of the Fund. The Subadviser shall determine, Fund and any investment guidelines established and modified from time to timetime by the Adviser and communicated in writing to the Sub-Adviser; provided that the Adviser shall provide the Sub-Adviser with prior written notice of any material changes to the Fund's objectives, what securities policies or investment guidelines that would affect the Sub-Adviser's management of the Assets and the Sub-Adviser shall use commercially reasonable efforts to implement such changes. The Sub-Adviser shall determine which investments shall be purchased for the Fund, what Fund and which such securities shall be held or sold by the Fund, and what portion of 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, the Trust’s By-Laws, Laws and the Trust’s 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 to the investment objectives, policies, policies and restrictions of the Fund, as each of the same shall be from time to time shall be 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 these such obligations, the Subadviser Sub-Adviser shall exercise full discretion and act for the Fund in the same manner and with the same force and effect as 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 said such purchases, sales, sales or other transactions. Notwithstanding the foregoing, the Sub-Adviser shall, upon written instructions from the Adviser, effect such portfolio transactions with respect to the Assets 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 Subadviser Sub-Adviser having full discretionary authority over the Fund’s investments investment of the Assets shall in any way shall limit the right of either the Adviser or the BoardAdviser, in either the Adviser’s or the Board’s respective its sole discretion, to establish or revise policies in connection with the management of the Fund’s Assets or to otherwise to exercise either the Adviser’s or the Board’s respective its right to control the overall management of 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”). For the avoidance of doubt, Subadviser 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 Subadviser shall act as sub-investment adviser with respect to each Fund in regard to those Fund assets as may be allocated by the Adviser to the Subadviser (the “Assets”). In said capacity, the Subadviser, subject to the supervision of the Adviser and oversight by the Board, regularly shall provide the Fund with investment research, advice, and supervision and shall furnish continuously an investment program, consistent with the investment objectives and policies of the Fund. The Subadviser shall determine, from time to time, what securities shall be purchased for the Fund, what securities shall be held or sold by the Fund, and what portion of the Fund’s Assets shall be held uninvested in cash, subject always to the provisions of the Trust’s Agreement and Declaration of Trust, the Trust’s By-Laws, and the Trust’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 to the investment objectives, policies, and restrictions of the Fund, as each of the same from time to time shall be in effect. To carry out these obligations, the Subadviser shall exercise full discretion and act for the Fund in the same manner and with the same force and effect as 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 said purchases, sales, or other transactions. No reference in this Agreement to the Subadviser having full discretionary authority over the Fund’s investments in any way shall limit the right of either the Adviser or the Board, in either the Adviser’s or the Board’s respective sole discretion, to establish or revise policies in connection with the management of the Fund’s Assets or otherwise to exercise either the Adviser’s or the Board’s respective right to control the overall management of 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”). For the avoidance of doubt, Subadviser 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 Subadviser Adviser shall act as sub-investment adviser with respect to each Fund in regard to those Fund assets as may be allocated by the Adviser to the Subadviser (the “Assets”)Fund. In said this capacity, the SubadviserAdviser, subject to the supervision of the Adviser and oversight by the Board, shall regularly shall provide the Fund with investment research, advice, and supervision and shall furnish continuously an investment programprogram for the Fund, consistent with the investment objectives and policies of the Fund. The Subadviser Adviser shall determine, from time to time, what securities shall be purchased for the Fund, what securities shall be held or sold by the Fund, and what portion of the Fund’s Assets assets shall be held uninvested in cash, subject always to the provisions of the Trust’s Agreement and Declaration of Trust, the Trust’s By-Laws, and the Trust’s registration statement on Form N-1A with respect to the Fund (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 to the investment objectives, policies, and restrictions of the Fund, as each of the same from time to time shall be in effect. To carry out these obligations, the Subadviser Adviser shall exercise full discretion and act for the Fund in the same manner and with the same force and effect as 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 said purchases, sales, or other transactions. No reference in this Agreement to the Subadviser Adviser having full discretionary authority over the Fund’s investments shall in any way shall limit the right of either the Adviser or the Board, in either the Adviser’s or the Board’s respective sole discretion, to establish or revise policies in connection with the management of the Fund’s Assets assets or otherwise to exercise either the Adviser’s or the Board’s respective right to control the overall management of the Fund’s assets. As applicable and appropriate, and without Without limiting the generality of the foregoing, the Subadviser has Adviser’s discretionary authority includes 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 & and 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, Subadviser 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 Subadviser shall act as sub-investment adviser with respect to each Fund in regard to those Fund assets as may be allocated by the Adviser to the Subadviser (the “Assets”). In said capacity, the Subadviser, subject to the supervision of the Adviser and oversight by the Board, regularly shall provide the Fund with investment research, advice, and supervision and shall furnish continuously an investment program, consistent with the investment objectives and policies of the Fund. The Subadviser shall determine, from time to time, what securities shall be purchased for the Fund, what securities shall be held or sold by the Fund, and what portion of the Fund’s Assets shall be held uninvested in cash, subject always to the provisions of the Trust’s Agreement and Declaration of Trust, the Trust’s By-Laws, and the Trust’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 to the investment objectives, policies, and restrictions of the Fund, as each of the same from time to time shall be in effect. To carry out these obligations, the Subadviser shall exercise full discretion and act for the Fund Assets in the same manner and with the same force and effect as 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 said purchases, sales, or other transactions. No reference in this Agreement to the Subadviser having full discretionary authority over the Fund’s investments Assets in any way shall limit the right of either the Adviser or the Board, in either the Adviser’s or the Board’s respective sole discretion, to establish or revise policies in connection with the management of the Fund’s Assets assets or to otherwise to exercise either the Adviser’s or the Board’s respective right to control the overall management of 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 with respect to the Assets 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”). For Further, the avoidance Subadviser is authorized to execute standard “give-up” agreements through Accelerate Docs, the electronic platform administered by the Futures Industry Association (FIA) (said agreements hereinafter referred to as “Give-Up Agreements”), on behalf of doubt, Subadviser the Fund and promptly shall have no liability provide a complete copy of each executed Give-Up Agreement to the Adviser and the Fund. The Adviser will be responsible for managing any act or omission of, or collateral and margin requirements associated with investments made for the solvency of, the custodian(s) required under Section 17(f) of the 1940 Act for any FundAllocated Portion.

Discretionary Investment Management Services. The Subadviser shall act as sub-investment adviser with respect to each Fund in regard to those Fund assets as may be allocated by the Adviser to the Subadviser (the “Assets”). In said capacity, the Subadviser, subject to the supervision of the Adviser and oversight by the Board, regularly shall provide the Fund with investment research, advice, and supervision and shall furnish continuously an investment program, consistent with the investment objectives and policies of the Fund. The Subadviser shall determine, from time to time, determine what securities shall be purchased for the Fund, what securities shall be held or sold by the Fund, and what portion of the Fund’s Assets shall be held uninvested in cash, subject always to the provisions of the Trust’s Agreement and Declaration of Trust, the Trust’s By-Laws, and the Trust’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 to the investment objectives, policies, and restrictions of the Fund, as each of the same from time to time shall be Fund that are in effect. effect To carry out these obligations, the Subadviser shall exercise full discretion and act for the Fund Assets in the same manner and with the same force and effect as 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 said purchases, sales, or other transactions. No reference in this Agreement to the Subadviser having full discretionary authority over the Fund’s investments Assets in any way shall limit the right of either the Adviser or the Board, in either the Adviser’s or the Board’s respective sole discretion, to establish or revise policies in connection with the management of the Fund’s Assets assets or to otherwise to exercise either the Adviser’s or the Board’s respective right to control the overall management of 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 with respect to the Assets 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”). For the avoidance of doubt, Subadviser 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 Subadviser shall act as sub-investment adviser with respect to each Fund the Company in regard to those Fund Company assets as may be allocated by the Adviser to the Subadviser (the “Assets”). In said capacity, the Subadviser, subject to the supervision of the Adviser and oversight by the Board, regularly shall provide the Fund Company with investment research, advice, and supervision and shall furnish continuously an investment program, consistent with the investment objectives and policies of the FundCompany. The Subadviser shall determine, from time to time, what securities shall be purchased for the FundCompany, what securities shall be held or sold by the FundCompany, and what portion of the Fund’s Assets shall be held uninvested in cash, subject always to the provisions of the TrustCompany’s Agreement Memorandum and Declaration Articles of TrustAssociation (hereinafter, said Memorandum and Articles of Association, as currently in effect, and as amended or supplemented from time to time, referred to as the Trust’s By-Laws“Memoranda”), and the Trust’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 to the investment objectives, policies, and restrictions of the FundCompany, as each of the same from time to time shall be in effect. To carry out these obligations, the Subadviser shall exercise full discretion and act for the Fund Assets in the same manner and with the same force and effect as the Fund Company 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 said purchases, sales, or other transactions. No reference in this Agreement to the Subadviser having full discretionary authority over the Fund’s investments Assets in any way shall limit the right of either the Adviser or the Board, in either the Adviser’s or the Board’s respective sole discretion, to establish or revise policies in connection with the management of the FundCompany’s Assets assets or to otherwise to exercise either the Adviser’s or the Board’s respective right to control the overall management of the FundCompany’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 Company with respect to the Assets and to adhere on the FundCompany’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 Further, the avoidance Subadviser is authorized to execute standard “give-up” agreements through Accelerate Docs, the electronic platform administered by the Futures Industry Association (FIA) (said agreements hereinafter referred to as “Give-Up Agreements”), on behalf of doubt, Subadviser the Company and promptly shall have no liability provide a complete copy of each executed Give-Up Agreement to the Adviser and the Company. The Adviser will be responsible for managing any act or omission of, or collateral and margin requirements associated with investments made for the solvency of, the custodian(s) required under Section 17(f) of the 1940 Act for any FundAssets.

Discretionary Investment Management Services. The Subadviser shall act as sub-investment adviser with respect to each Fund in regard to those that portion of Fund assets as may be allocated by the Adviser to the Subadviser (the “Assets”). In said capacity, the Subadviser, subject to the supervision of the Adviser and oversight by the Board, regularly shall provide the Fund with investment research, advice, and supervision and shall furnish continuously an investment program, consistent with the investment objectives and policies of the Fund. The Subadviser shall determine, from time to time, what securities shall be purchased for the Fund, what securities shall be held or sold by the Fund, and what portion of the Fund’s Assets shall be held uninvested in cash, subject always to the provisions of the Trust’s Agreement and Declaration of Trust, the Trust’s By-Laws, and the Trust’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 to the investment objectives, policies, and restrictions of the FundFund set forth in the Registration Statement, as each of the same from time to time shall be in effecteffect (collectively, the “Governing Documents”). To carry out these obligations, the Subadviser shall exercise full discretion and act for the Fund Assets in the same manner and with the same force and effect as 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 said purchases, sales, or other transactions. No reference in this Agreement to the Subadviser having full discretionary authority over the Fund’s investments Assets in any way shall limit the right of either the Adviser or the Board, in either the Adviser’s or the Board’s respective sole discretion, to establish or revise policies in connection with the management of the Fund’s Assets assets or to otherwise to exercise either the Adviser’s or the Board’s respective right to control the overall management of 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 with respect to the Assets 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”). For the avoidance of doubt, Subadviser 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 Subadviser shall act as sub-investment adviser with respect to each Fund in regard to those Fund assets as may be allocated by the Adviser to the Subadviser (the “Assets”). In said capacity, the Subadviser, subject to the supervision of the Adviser and oversight by the Board, regularly shall provide the Fund with investment research, advice, and supervision and shall furnish continuously an investment program, consistent with the investment objectives and policies of the Fund. The Subadviser shall shall, pursuant to the instructions and directions of the Adviser pursuant to mutually agreed upon notification protocols, determine, from time to time, what securities shall be purchased for the Fund, what securities shall be held or sold by the Fund, and what portion of the Fund’s Assets assets shall be held uninvested in cash, subject always to the provisions of the Trust’s Agreement and Declaration of Trust, the Trust’s By-Laws, and the Trust’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 to the investment objectives, policies, and restrictions of the Fund, as each of the same from time to time shall be in effect. To carry out these obligations, the Subadviser shall exercise full discretion and act for the Fund in the same manner and with the same force and effect as 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 said purchases, sales, or other transactions. No reference in this Agreement to the Subadviser having full discretionary authority over the Fund’s investments in any way shall limit the right of either the Adviser or the Board, in either the Adviser’s or the Board’s respective sole discretion, to establish or revise policies in connection with the management of the Fund’s Assets assets or to otherwise to exercise either the Adviser’s or the Board’s respective right to control the overall management of 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”). For The Adviser acknowledges that the avoidance of doubtSub-Adviser performs investment advisory services for various other clients in addition to the Funds and, Subadviser shall have no liability for any act or omission of, or for to the solvency ofextent it is consistent with applicable law and the Sub-Adviser’s fiduciary obligations, the custodian(s) required under Section 17(f) Sub-Adviser may give advice and take action with respect to any of those other clients which may differ from the 1940 Act advice given or the timing or nature of action taken for any a particular Fund.

Discretionary Investment Management Services. The Subadviser 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 the Fund in regard to those with investment research, advice and supervision and shall furnish continuously an investment program for such Fund assets as may be allocated by the Adviser to the Subadviser Sub- Adviser (the “Assets”). In said capacity, the Subadviser, subject to the supervision of the Adviser and oversight by the Board, regularly shall provide the Fund with investment research, advice, and supervision and shall furnish continuously an investment program, consistent with the investment objectives and policies of the Fund. The Subadviser Sub-Adviser shall determine, from time to time, what securities investments shall be purchased for the Fund, Assets and what such securities shall be held or sold by the Fund, and what portion of the Fund’s Assets shall be held uninvested in cashAssets, subject always to the provisions of the Trust’s Agreement and Declaration of Trust, the Trust’s By-Laws, Laws and the Trust’s 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 to the investment objectives, policies, policies and restrictions of the Fund, as each of the same shall be from time to time shall be in effect. To carry out these such obligations, the Subadviser Sub-Adviser shall exercise full discretion and act for the Fund in the same manner and with the same force and effect as 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 said such purchases, sales, sales or other transactions. Notwithstanding the foregoing, the Sub-Adviser shall, upon written instructions from the Adviser, effect such portfolio transactions for the Assets 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 Subadviser Sub- Adviser having full discretionary authority over the Fund’s investments shall in any way shall limit the right of either the Adviser or the BoardAdviser, in either the Adviser’s or the Board’s respective its sole discretion, to establish or revise policies in connection with the management of the Fund’s Assets assets or to otherwise to exercise either the Adviser’s or the Board’s respective its right to control the overall management of 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”). For the avoidance of doubt, Subadviser 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 Subadviser Adviser shall act as sub-investment adviser with respect to each Fund in regard to those Fund assets as may be allocated by the Adviser to the Subadviser (the “Assets”)Funds. In said capacity, the SubadviserAdviser, subject to the supervision of the Adviser and oversight by the Board, regularly shall provide the Fund Funds with investment research, advice, and supervision supervision, and shall furnish continuously an investment programprogram for each of the Funds, consistent with the investment objectives and policies of the Fund. The Subadviser With respect to each Fund, the Adviser shall determine, from time to time, what securities shall be purchased for the Fund, what securities shall be held or sold by the Fund, and what portion of the Fund’s Assets assets shall be held uninvested in cash, subject always to the provisions of the Trust’s Agreement and Declaration of Trust, the Trust’s By-LawsByLaws, and the Trust’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 to the investment objectives, policies, and restrictions of the Fund, as each of the same from time to time shall be in effect. To carry out these obligations, the Subadviser Adviser shall exercise full discretion and act for each of the Fund Funds in the same manner and with the same force and effect as the 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 said purchases, sales, or other transactions. No reference in this Agreement to the Subadviser Adviser having full discretionary authority over the each Fund’s investments in any way shall limit the right of either the Adviser or the Board, in either the Adviser’s or the Board’s respective sole discretion, to establish or revise policies in connection with the management of the Fund’s Assets assets or otherwise to exercise either the Adviser’s or the Board’s respective right to control the overall management of the Fund’s assets. As applicable and appropriate, and without limiting the generality of the foregoing, the Subadviser Adviser has the authority to enter into trading agreements on behalf of each 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 Funds 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, Subadviser 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 Fundtransactions.

Discretionary Investment Management Services. The Subadviser Sub-Adviser shall act as sub-investment adviser with respect to each Fund in regard to those Fund assets as may be allocated by the Adviser to the Subadviser Sub-Adviser (the “Assets”). In said capacity, the SubadviserSub-Adviser, subject to the supervision of the Adviser and oversight by the Board, regularly shall provide the Fund with investment research, advice, and supervision and shall furnish continuously an investment program, consistent with the investment objectives and policies of the Fund. The Subadviser Sub-Adviser shall determine, from time to time, what securities shall be purchased for the Fund, what securities shall be held or sold by the Fund, and what portion of the Fund’s Assets assets shall be held uninvested in cash, subject always to the provisions of the Trust’s Agreement and Declaration of Trust, the Trust’s By-Laws, and the Trust’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 to the investment objectives, policies, and restrictions of the Fund, as each of the same from time to time shall be in effect. To carry out these obligations, the Subadviser Sub-Adviser shall exercise full discretion and act for the Fund in the same manner and with the same force and effect as 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 said purchases, sales, or other transactions. No reference in this Agreement to the Subadviser Sub-Adviser having full discretionary authority over the Fund’s investments in any way shall limit the right of either the Adviser or the Board, in either the Adviser’s or the Board’s respective sole discretion, to establish or revise policies in connection with the management of the Fund’s Assets assets or to otherwise to exercise either the Adviser’s or the Board’s respective right to control the overall management of the Fund’s assets. As applicable and appropriate, and without limiting the generality of the foregoing, the Subadviser 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”). For Adviser represents and warrants that the avoidance investment objectives, policies, and restrictions of doubteach Fund shall be as set forth in the Registration Statement from time to time; that Adviser shall provide Sub-Adviser with information (such as lists of screened securities) necessary to implement the investment objectives, Subadviser shall have no liability for any act or omission ofpolicies, or for and restrictions of each Fund, including the solvency of, the custodian(s) required under Section 17(f) ‎ fundamental investment policy of the 1940 Act for any Fundengaging in Catholic Responsible InvestingSM; and that Sub-Adviser is entitled to rely on such information provided by Adviser.

Discretionary Investment Management Services. The Subadviser Sub-Adviser shall act as sub-investment adviser with respect to each Fund in regard to those Fund assets as may be allocated by the Adviser to the Subadviser Sub-Adviser (the “Assets”). In said capacity, the SubadviserSub-Adviser, subject to the supervision of the Adviser and oversight by the Board, regularly shall provide the Fund with investment research, advice, and supervision and shall furnish continuously an investment program, consistent with the investment objectives and policies of the Fund. The Subadviser Sub-Adviser shall determine, from time to time, what securities and other instruments shall be purchased for the Fund, what securities and other instruments shall be held or sold by the Fund, and what portion of the Fund’s Assets assets shall be held uninvested in cash, subject always to the provisions of the Trust’s Agreement and Declaration of Trust, the Trust’s By-Laws, and the Trust’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 to the investment objectives, policies, and restrictions of the Fund, as each of the same from time to time shall be in effecteffect and as soon as practical after each has been provided to the Sub-Adviser by the Adviser. To carry out these obligations, the Subadviser Sub-Adviser shall exercise full discretion and act for the Fund in the same manner and with the same force and effect as 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 said purchases, sales, or other transactions, and may buy, sell or exercise rights and warrants to subscribe for securities and exercise conversion and redemption, exchange and retraction privileges pertaining to securities held. No reference in this Agreement to the Subadviser Sub-Adviser having full discretionary authority over the Fund’s investments in any way shall limit the right of either the Adviser or the Board, in either the Adviser’s or the Board’s respective sole discretion, to establish or revise policies in connection with the management of the Fund’s Assets assets or to otherwise to exercise either the Adviser’s or the Board’s respective right to control the overall management of the Fund’s assets. As applicable and appropriate, and without limiting the generality of the foregoing, the Subadviser 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”). For the avoidance of doubt, Subadviser 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.