Common use of Duties as Sub-Adviser Clause in Contracts

Duties as Sub-Adviser. (a) Subject to the supervision of the Trust's Board of Trustees ("Board") and Adviser, the Sub-Adviser will provide a continuous investment program for each Fund, including investment research and management, with respect to all or a portion of the securities and investments and cash equivalents of the Fund (the "Sub-Advised Assets"), such Sub-Advised Assets to be determined by the Adviser. The Sub-Adviser will determine from time to time what securities and other investments will be purchased, retained or sold with respect to the Sub-Advised Assets of each Fund, and the brokers and dealers through whom trades will be executed. (b) The Sub-Adviser agrees that, in placing orders with brokers and dealers, it will attempt to obtain the best net result in terms of price and execution. Consistent with this obligation, the Sub-Adviser may, in its discretion, purchase and sell portfolio securities from and to brokers and dealers who sell shares of the Funds or provide the Funds, Adviser's other clients, or Sub-Adviser's other clients with research, analysis, advice and similar services. The Sub-Adviser may pay to brokers and dealers, in return for such research and analysis, a higher commission or spread than may be charged by other brokers and dealers, subject to the Sub-Adviser determining in good faith that such commission or spread is reasonable in terms either of the particular transaction or of the overall responsibility of the Adviser and the Sub-Adviser to the Funds and their other clients and that the total commissions or spreads paid by each Fund will be reasonable in relation to the benefits to the Fund over the long term. In no instance will portfolio securities be purchased from or sold to the Sub-Adviser, or any affiliated person thereof, except in accordance with the applicable securities laws and the rules and regulations thereunder and any exemptive orders currently in effect. Whenever the Sub-Adviser simultaneously places orders to purchase or sell the same security on behalf of a Fund and one or more other accounts advised by the Sub-Adviser, such orders will be allocated as to price and amount among all such accounts in a manner believed to be equitable to each account. (c) The Sub-Adviser will maintain all required books and records with respect to the securities transactions of the Funds, and will furnish the Board and Adviser with such periodic and special reports as the Board or Adviser reasonably may request. Sub-Adviser hereby agrees that all records which it maintains for the Adviser are the property of the Adviser, and agrees to preserve for the periods prescribed by applicable law any records which it maintains for the Adviser and which are required to be maintained, and further agrees to surrender promptly to the Adviser any records which it maintains for the Adviser upon request by the Adviser.

Duties as Sub-Adviser. (a) Subject to the supervision of the TrustCompany's Board of Trustees ("Board") and Adviser, the Sub-Adviser will provide a continuous investment program for each Fund, including investment research and management, with respect to all or a portion of the securities and investments and cash equivalents of the Fund (the "Sub-Advised Assets"), such Sub-Advised Assets to be determined by the AdviserFund. The Sub-Adviser will determine from time to time what securities and other investments will be purchased, retained or sold with respect to the Sub-Advised Assets of by each Fund, and the brokers and dealers through whom trades will be executed. (b) The Sub-Adviser agrees that, in placing orders with brokers and dealers, it will attempt to obtain the best net result in terms of price and execution. Consistent with this obligation, the Sub-Adviser may, in its discretion, purchase and sell portfolio securities from and to brokers and dealers who sell shares of the Funds or provide the Funds, Adviser's other clients, or Sub-Adviser's other clients with research, analysis, advice and similar services. The Sub-Adviser may pay to brokers and dealers, in return for such research and analysis, a higher commission or spread than may be charged by other brokers and dealers, subject to the Sub-Adviser determining in good faith that such commission or spread is reasonable in terms either of the particular transaction or of the overall responsibility of the Adviser and the Sub-Adviser to the Funds and their other clients and that the total commissions or spreads paid by each Fund will be reasonable in relation to the benefits to the Fund over the long term. In no instance will portfolio securities be purchased from or sold to the Sub-Adviser, or any affiliated person thereof, except in accordance with the applicable federal securities laws and the rules and regulations thereunder and any exemptive orders currently in effect. Whenever the Sub-Adviser simultaneously places orders to purchase or sell the same security on behalf of a Fund and one or more other accounts advised by the Sub-Adviser, such orders will be allocated as to price and amount among all such accounts in a manner believed to be equitable to each account. (c) The Sub-Adviser will maintain all required books and records with respect to the securities transactions of the Funds, and will furnish the Board and Adviser with such periodic and special reports as the Board or Adviser reasonably may request. In compliance with the requirements of Rule 31a-3 under the 1940 Act, the Sub-Adviser hereby agrees that all records which it maintains for the Adviser Company are the property of the AdviserCompany, and agrees to preserve for the periods prescribed by applicable law Rule 31a-2 under the 1940 Act any records which it maintains for the Adviser Company and which are required to be maintainedmaintained by Rule 31a-1 under the 1940 Act, and further agrees to surrender promptly to the Adviser Company any records which it maintains for the Adviser Company upon request by the AdviserCompany.

Duties as Sub-Adviser. (a) Subject to the supervision of the Trust's Board of Trustees ("Board") and the Adviser, if and to the extent requested by the Adviser, each Sub-Adviser will shall provide a continuous investment program for all or a portion of the assets of each FundFund (with respect to each Sub-Adviser, its “Sub-Advised Assets”), including investment research and management, with respect to all or a portion of the securities and investments and cash equivalents of the Fund (Fund, in accordance with the "investment objective, policies, strategies and limitations of the Fund, as provided in the Trust’s registration statement, as currently in effect and amended from time to time. With respect to its Sub-Advised Assets"), such Sub-Advised Assets to be determined by the Adviser. The each Sub-Adviser will determine from time to time what securities and other investments will be purchased, retained or sold with respect to by each Fund, and, for any Fund for which the Sub-Advised Assets of each FundAdvisers are responsible for executing trades, and the brokers and dealers through whom trades will be executed. (b) The For any Fund, with respect to its Sub-Advised Assets, for which each Sub-Adviser is responsible for executing trades, each Sub-Adviser agrees that, in placing orders with brokers and dealers, it will attempt to obtain the best net result in terms of price and execution. Consistent with this obligation, the with respect to its Sub-Advised Assets, each Sub-Adviser may, in its discretion, purchase and sell portfolio securities from and to use brokers and or dealers who sell shares of the Funds or provide the Funds, the Adviser's ’s other clients, or the Sub-Adviser's ’s other clients with research, analysis, advice and similar services. The With respect to its Sub-Advised Assets, each Sub-Adviser may cause a Fund to pay to those brokers and dealers, dealers in return for such brokerage and research and analysisservices, a higher commission or spread than may be charged by other brokers and dealers, subject to the Sub-Adviser determining in good faith that such commission or spread is reasonable in terms either of the particular transaction or of the overall responsibility responsibilities of the Adviser and the Sub-Adviser to the Funds and their other clients a Fund and that the total commissions or spreads paid by each the Fund will be reasonable in relation to the benefits to the Fund over the long term. In no instance will portfolio securities be purchased from or sold to the Sub-AdviserAdviser(s), or any affiliated person thereof, except in accordance with the applicable federal securities laws and the rules and regulations thereunder and any exemptive orders currently in effect. Whenever With respect to its Sub-Advised Assets, on occasions when the Sub-Adviser simultaneously places orders to deems the purchase or sell the same security on behalf sale of a security to be in the best interests of the Fund and one or more as well as other accounts advised by clients, the Sub-AdviserAdviser may to the extent permitted by applicable laws and regulations, aggregate the securities to be sold or purchased in order to obtain best execution. In such event, orders will be allocated as to price and amount among all such accounts in a manner believed to be equitable to each account. With respect to its Sub-Advised Assets, each Sub-Adviser may buy or sell securities for a Fund and simultaneously sell or buy such securities for another client account. Subject to applicable legal and regulatory requirements and Trust procedures, the Sub-Adviser may effectuate cross transactions between the Fund and such other account if it deems this to be advantageous to both of the accounts involved. Each Sub-Adviser agrees that it shall not consult with any other sub-adviser engaged by the Adviser that is not a party to this Agreement, or each Sub-Adviser’s affiliates with respect to the securities transactions or other assets of the Fund or another sub-advised Fund, except to the extent permitted by certain exemptive rules under the 1940 Act that permit certain transactions with a sub-adviser or its affiliates. Notwithstanding the foregoing, each Sub-Adviser agrees that the Adviser shall have the right by written notice to identify securities that may not be purchased on behalf of a Fund and/or brokers or dealers through or with which portfolio transactions on behalf of the Fund may not be effected. Each Sub-Adviser shall refrain from purchasing such securities for the Fund or directing any portfolio transaction to any such broker or dealer on behalf of the Fund, unless and until the written approval of the Adviser or the Board, as the case may be, is obtained. (c) The Each Sub-Adviser will shall maintain all required books and records with respect to the securities transactions of the FundsSub-Advised Assets for any Fund for which the Sub-Adviser is responsible for executing trades, and will shall furnish the Board and Adviser with such periodic and special reports reports, balance sheets or financial information, and such other information with regard to its affairs as the Board or Adviser reasonably may request. Each Sub-Adviser shall also furnish to the Adviser any other information relating to the securities transactions of the Sub-Advised Assets that is required to be filed by the Adviser or the Trust with the U.S. Securities and Exchange Commission (“SEC”) or sent to shareholders pursuant to the federal securities laws or the rules thereunder. Each Sub-Adviser shall keep the Adviser informed of developments materially affecting a Fund or the Trust. The Adviser, the Trust’s officers and the Funds’ independent registered public accounting firm shall be permitted to inspect and audit such records pertaining to the Funds at reasonable times during regular business hours with advance notice. Each Sub-Adviser hereby agrees that all records which it maintains for the Adviser Trust are the property of the AdviserTrust, and agrees to preserve for the periods prescribed by applicable law any records which it maintains for the Adviser Trust and which are required to be maintained, and further agrees to surrender promptly to the Adviser Trust such records or to transfer said records to any records which it maintains for the Adviser successor sub-adviser upon request by the Trust. (d) Each Sub-Adviser shall make its officers and employees available to meet with the officers of the Adviser and the Trust and the Board, either in person or, at the mutual convenience of the Adviser, the Board and the Sub-Adviser, by telephone, on due notice to review a Fund’s investments. In addition, each Sub-Adviser shall, on each Sub-Adviser’s own initiative, and as reasonably requested by the Adviser, for itself and on behalf of the Trust, furnish to the Adviser from time to time whatever information the Adviser reasonably believes appropriate for this purpose. For any Fund for which a Sub-Adviser is responsible for executing trades, such Sub-Adviser, from time to time, shall furnish to the Adviser and Trust’s officers and to the Board, at such Sub-Adviser’s expense, reports on securities transactions and reports on issuers of securities held by a Fund, all in such detail as the Trust or the Adviser may reasonably request. In addition, with respect to its Sub-Advised Assets, each Sub-Adviser shall provide advice and assistance to the Adviser, as necessary, as to the determination of the value of securities held or to be acquired by a Fund for valuation purposes. (e) With respect to its Sub-Advised Assets, each Sub-Adviser shall provide to the Fund’s custodian each business day information relating to the Fund’s securities transactions. With respect to its Sub-Advised Assets, each Sub-Adviser shall provide sub-certifications, as reasonably requested by the Adviser or the Trust, in connection with the filings of Form N-CSR and Form N-Q. (f) As requested, each Sub-Adviser shall vote proxies with respect to securities held by the Fund in accordance with the guidelines established by the Sub-Adviser and approved by the Board. (g) Each Sub-Adviser is and shall, for all purposes herein provided, be deemed an independent contractor and, except as expressly provided herein or authorized in writing by the Adviser, no Sub-Adviser shall have authority to act for or represent the Funds or the Trust or otherwise be deemed an agent of the Fund, Trust or Adviser. Such designation of each Sub-Adviser as an independent contractor shall in no way limit each Sub-Adviser’s fiduciary duties under this Agreement.

Duties as Sub-Adviser. (a) Subject to the supervision and direction of the Trust's Board of Trustees ("Board") and of the Adviser, and all written guidelines adopted by the Trust or the Adviser that are provided to the Sub-Adviser, the Sub-Adviser will provide a continuous investment program for each Fundwith respect to the Fund Account, including investment research and management, with respect to management for all or a portion of the securities and investments and cash equivalents of in the Fund (the "Sub-Advised Assets"), such Sub-Advised Assets to be determined by the AdviserAccount. The Sub-Adviser will determine from time to time what securities and other investments in the Fund Account will be purchased, retained or sold by the Fund. The Sub-Adviser will be responsible for placing purchase and sell orders for investments and for other related transactions with respect to the Fund Account. The Sub-Advised Assets Adviser will provide services under this Contract in accordance with the Fund's investment objective, policies and restrictions and the description of each Fundits investment strategy and style, all as stated in the Trust's registration statement under the 1940 Act, and any amendments or supplements thereto ("Registration Statement") of which the brokers and dealers through whom trades will be executedSub-Adviser has notice. (b) The Sub-Adviser agrees that, in placing orders with brokers and dealersbrokers, it will attempt seek to obtain the best net result in terms of price and execution. Consistent with this obligation; provided that, on behalf of the Fund, the Sub-Adviser may, in its discretion, purchase and sell portfolio securities from and to use brokers and dealers who sell shares (including brokers that may be affiliates of the Funds or Sub-Adviser to the extent permitted by Section 3(c) hereof) who provide the Funds, Adviser's other clients, or Sub-Adviser's other clients Adviser with research, analysis, advice and similar services. The services to execute portfolio transactions, and the Sub-Adviser may pay to those brokers and dealers, in return for such brokerage and research and analysis, services a higher commission or spread than may be charged by other brokers and dealersbrokers, subject to the Sub-Adviser Adviser's determining in good faith that such commission or spread is reasonable in terms either of the particular transaction or of the overall responsibility of the Adviser and the Sub-Adviser to the Funds Fund and their its other clients and that the total commissions or spreads paid by each the Fund will be reasonable in relation to the benefits to the Fund over the long term. In no instance will portfolio securities be purchased from or sold to the Sub-Adviser, or any affiliated person thereof, except in accordance with the applicable federal securities laws and the rules and regulations thereunder and any exemptive orders currently in effectthereunder. Whenever the Sub-Adviser simultaneously places orders to purchase or sell the same security on behalf of a the Fund and one or more other accounts advised by the Sub-Adviser, such the orders will be allocated as to price and amount among all such accounts in a manner believed to be equitable over time to each account. The Adviser recognizes that in some cases this procedure may adversely affect the results obtained for the Fund. (c) The Sub-Adviser will not execute without the prior written approval of the Adviser any portfolio transactions for the Fund Account with a broker which is (i) an affiliated person of the Trust, including the Adviser or any Sub-Adviser for any Fund of the Trust; (ii) a principal underwriter of the Fund's shares; or (iii) an affiliated person of such an affiliated person or principal underwriter. The Adviser agrees that it will provide the Sub-Adviser with a list of such brokers and dealers and will, from time to time, update such list as necessary. (d) The Sub-Adviser will maintain all required books and records required to be maintained pursuant to the 1940 Act and the rules and regulations promulgated thereunder with respect to actions by the securities transactions Sub-Adviser on behalf of the FundsFund, and will furnish the Board and the Adviser with such periodic and special reports as the Board or the Adviser reasonably may request. In compliance with the requirements of Rule 31a-3 under the 1940 Act, the Sub-Adviser hereby agrees that all records which that it maintains for the Adviser Fund are the property of the AdviserTrust, and agrees to preserve for the periods prescribed by applicable law Rule 31a-2 under the 1940 Act any records which that it maintains for the Adviser Trust and which that are required to be maintainedmaintained by Rule 31a-1 under the 1940 Act, and further agrees to surrender promptly to the Adviser Trust a complete set of any records which that it maintains for the Adviser Fund upon request by the Trust. (e) All transactions will be consummated by payment to or delivery by the custodian designated by the Trust (the "Custodian"), or such depositories or agents as may be designated by the Custodian in writing, of all cash and/or securities due to or from the Fund Account, and the Sub-Adviser shall not have possession or custody thereof. The Sub-Adviser shall advise the Custodian and confirm in writing to the Trust and to the Adviser or any other designated agent of the Fund all investment orders for the Fund Account placed by it with brokers and dealers at the time and in the manner set forth in Rule 31a-1 under the 1940 Act. For purposes of the foregoing sentence, communication to the Custodian via DTC is acceptable. The Trust shall issue to the Custodian such instructions as may be appropriate in connection with the settlement of any transaction initiated by the Sub-Adviser. The Trust shall be responsible for all custodial arrangements and the payment of all custodial charges and fees, and upon giving proper instructions to the Custodian, the Sub-Adviser shall have no responsibility or liability with respect to custodial arrangements or the acts, omissions or other conduct of the Custodian, except that it shall be the responsibility of the Sub-Adviser to communicate it to the Adviser if the Custodian fails to confirm in writing proper execution of the instructions. (f) At such times as shall be reasonably requested by the Board or the Adviser, the Sub-Adviser will provide the Board and the Adviser with economic and investment analyses and reports as well as quarterly reports setting forth the performance of the Fund Account and make available to the Board and Adviser any economic, statistical and investment services that the Sub-Adviser normally makes available to its institutional or other customers. (g) In accordance with procedures adopted by the Board, as amended from time to time, the Sub-Adviser is responsible for assisting in the fair valuation of all its portfolio securities and will use its reasonable effort to arrange for the provision of valuation information or a price (s) from a party(ies) independent of the Sub-Adviser for each portfolio security for which the custodian does not obtain prices in the ordinary course of business from an automated pricing service.

Duties as Sub-Adviser. (a) Subject to the supervision and direction of the Trust's Board of Trustees ("Board") and of the Adviser, and all written guidelines adopted by the Trust or the Adviser that are provided to the Sub-Adviser, the Sub-Adviser will provide a continuous investment program for each Fundwith respect to the Fund Account, including investment research and management, with respect to management for all or a portion of the securities and investments and cash equivalents of in the Fund (the "Sub-Advised Assets"), such Sub-Advised Assets to be determined by the AdviserAccount. The Sub-Adviser will determine from time to time what securities and other investments in the Fund Account will be purchased, retained or sold by the Fund. The Sub-Adviser will be responsible for placing purchase and sell orders for investments and for other related transactions with respect to the Fund Account. The Sub-Advised Assets Adviser will provide services under this Contract in accordance with the Fund's investment objective, policies and restrictions and the description of each Fundits investment strategy and style, all as stated in the Trust's registration statement under the 1940 Act, and any amendments or supplements thereto ("Registration Statement") of which the brokers and dealers through whom trades will be executedSub-Adviser has notice. (b) The Sub-Adviser agrees that, in placing orders with brokers and dealersbrokers, it will attempt seek to obtain the best net result in terms of price and execution. Consistent with this obligation; provided that, on behalf of the Fund, the Sub-Adviser may, in its discretion, purchase and sell portfolio securities from and to use brokers and dealers who sell shares (including brokers that may be affiliates of the Funds or Sub-Adviser to the extent permitted by Section 3(c) hereof) who provide the Funds, Adviser's other clients, or Sub-Adviser's other clients Adviser with research, analysis, advice and similar services. The services to execute portfolio transactions, and the Sub-Adviser may pay to those brokers and dealers, in return for such brokerage and research and analysis, services a higher commission or spread than may be charged by other brokers and dealersbrokers, subject to the Sub-Adviser Adviser's determining in good faith that such commission or spread is reasonable in terms either of the particular transaction or of the overall responsibility of the Adviser and the Sub-Adviser to the Funds Fund and their its other clients and that the total commissions or spreads paid by each the Fund will be reasonable in relation to the benefits to the Fund over the long term. In no instance will portfolio securities be purchased from or sold to the Sub-Adviser, or any affiliated person thereof, except in accordance with the applicable federal securities laws and the rules and regulations thereunder and any exemptive orders currently in effectthereunder. Whenever the Sub-Adviser simultaneously places orders to purchase or sell the same security on behalf of a the Fund and one or more other accounts advised by the Sub-Adviser, such the orders will be allocated as to price and amount among all such accounts in a manner believed to be equitable over time to each account. The Adviser recognizes that in some cases this procedure may adversely affect the results obtained for the Fund. (c) The Sub-Adviser will not execute without the prior written approval of the Adviser any portfolio transactions for the Fund Account with a broker which is (i) an affiliated person of the Trust, including the Adviser or any Sub-Adviser for any Fund of the Trust; (ii) a principal underwriter of the Fund's shares; or (iii) an affiliated person of such an affiliated person or principal underwriter. The Adviser agrees that it will provide the Sub-Adviser with a list of such brokers and dealers and will, from time to time, update such list as necessary. (d) The Sub-Adviser will maintain all required books and records required to be maintained pursuant to the 1940 Act and the rules and regulations promulgated thereunder with respect to actions by the securities transactions Sub-Adviser on behalf of the FundsFund, and will furnish the Board and the Adviser with such periodic and special reports as the Board or the Adviser reasonably may request. In compliance with the requirements of Rule 31a-3 under the 1940 Act, the Sub-Adviser hereby agrees that all records which that it maintains for the Adviser Fund are the property of the AdviserTrust, and agrees to preserve for the periods prescribed by applicable law Rule 31a-2 under the 1940 Act any records which that it maintains for the Adviser Trust and which that are required to be maintainedmaintained by Rule 31a-1 under the 1940 Act, and further agrees to surrender promptly to the Adviser Trust a complete set of any records which that it maintains for the Adviser Fund upon request by the Trust. (e) All transactions will be consummated by payment to or delivery by the custodian designated by the Trust (the "Custodian"), or such depositories or agents as may be designated by the Custodian in writing, of all cash and/or securities due to or from the Fund Account, and the Sub-Adviser shall not have possession or custody thereof. The Sub-Adviser shall advise the Custodian and confirm in writing to the Trust and to the Adviser or any other designated agent of the Fund all investment orders for the Fund Account placed by it with brokers and dealers at the time and in the manner set forth in Rule 31a-1 under the 1940 Act. For purposes of the foregoing sentence, communication to the Custodian via DTC is acceptable. The Trust shall issue to the Custodian such instructions as may be appropriate in connection with the settlement of any transaction initiated by the Sub-Adviser. The Trust shall be responsible for all custodial arrangements and the payment of all custodial charges and fees, and, upon giving proper instructions to the Custodian, the Sub-Adviser shall have no responsibility or liability with respect to custodial arrangements or the acts, omissions or other conduct of the Custodian, except that it shall be the responsibility of the Sub-Adviser to communicate it to the Adviser if the Custodian fails to confirm in writing proper execution of the instructions. (f) At such times as shall be reasonably requested by the Board or the Adviser, the Sub-Adviser will provide the Board and the Adviser with economic and investment analyses and reports as well as quarterly reports setting forth the performance of the Fund Account and make available to the Board and Adviser any economic, statistical and investment services that the Sub-Adviser normally makes available to its institutional or other customers. (g) In accordance with procedures adopted by the Board, as amended from time to time, the Sub-Adviser is responsible for assisting in the fair valuation of all portfolio securities and will use its reasonable efforts to arrange for the provision of valuation information or a price(s) from a party(ies) independent of the Sub-Adviser for each portfolio security for which the custodian does not obtain prices in the ordinary course of business from an automated pricing service.

Duties as Sub-Adviser. (a) Subject to the supervision of the TrustCompany's Board of Trustees ("Board") and Adviser, the Sub-Adviser will provide a continuous investment program for each Fund, including investment research and management, with respect to all or a portion of the securities and investments and cash equivalents of the Fund (the "Sub-Advised Assets"), such Sub-Advised Assets to be determined by the AdviserFund. The Sub-Adviser will determine from time to time what securities and other investments will be purchased, retained or sold with respect to the Sub-Advised Assets of each Fund, and the brokers and dealers through whom trades will be executed. (b) The Sub-Adviser agrees that, in placing orders with brokers and dealersbrokers, it will attempt to obtain the best net result in terms of price and execution. Consistent with this obligation, the Sub-Adviser may, in its discretion, purchase and sell portfolio securities from and to brokers and dealers who sell shares of the Funds or provide the Funds, Adviser's other clients, or Sub-Adviser's other clients with research, analysis, advice and similar services. The Sub-Adviser may pay to brokers and dealers, in return for such research and analysis, a higher commission or spread than may be charged by other brokers and dealers, subject to the Sub-Adviser Adviser's determining in good faith that such commission or spread is reasonable in terms either of the particular transaction or of the overall responsibility of the Adviser and the Sub-Adviser to the Funds and their other clients and that the total commissions or spreads paid by each Fund will be reasonable in relation to the benefits to the Fund over the long term. In no instance will portfolio securities be purchased from or sold to the Sub-Adviser, or any affiliated person thereof, except in accordance with the applicable federal securities laws and the rules and regulations thereunder and any exemptive orders currently in effect. Whenever the Sub-Adviser simultaneously places orders to purchase or sell the same security on behalf of a Fund and one or more other accounts advised by the Sub-Adviser, such orders will be allocated as to price and amount among all such accounts in a manner believed to be equitable to each account. The Company recognizes that in some cases this procedure may adversely affect the results attained for each Fund. (c) The Sub-Adviser will maintain all required books and records with respect to the securities transactions of the Funds, and will furnish the Board and Adviser with such periodic and special reports as the Board or Adviser reasonably may request. In compliance with the requirements of Rule 31a-3 under the 1940 Act, the Sub-Adviser hereby agrees that all records which it maintains for the Adviser Company are the property of the AdviserCompany, and agrees to preserve for the periods prescribed by applicable law Rule 31a-2 under the 1940 Act any records which it maintains for the Adviser Company and which are required to be maintainedmaintained by Rule 31a-1 under the 1940 Act, and further agrees to surrender promptly to the Adviser Company any records which it maintains for the Adviser Company upon request by the AdviserCompany.

Duties as Sub-Adviser. (a) Subject to the supervision and direction of the Trust's Board of Trustees ("Board") and Adviserreview by Xxxxxxxx Xxxxxxxx, and any written guidelines adopted by the Board or Xxxxxxxx Xxxxxxxx, the Sub-Adviser will provide a continuous investment program for each Fundall or a designated portion of the assets ("Segment") of the Series, including investment research and management, discretionary management with respect to all or a portion of the securities and investments and cash equivalents of in the Fund (the "Sub-Advised Assets"), such Sub-Advised Assets to be determined by the AdviserSeries or Segment. The Sub-Adviser will determine from time to time what securities and other investments will be purchased, retained or sold with respect to by the Series or Segment. The Sub-Advised Assets Adviser will be responsible for placing purchase and sell orders for investments and for other related transactions for the Series or Segment. The Sub-Adviser will be responsible for voting proxies of each Fundissuers of securities held by the Series or Segment. The Sub-Adviser understands that the Series' assets need to be managed so as to permit it to qualify or to continue to qualify as a regulated investment company under Subchapter M of the Internal Revenue Code, as amended ("Code"). The Sub-Adviser will provide services under this Contract in accordance with the Series' investment objective, policies and restrictions as stated in the Trust's currently effective registration statement under the 1940 Act, and the brokers and dealers through whom trades will be executedany amendments or supplements thereto ("Registration Statement"). (b) The Sub-Adviser agrees that, in placing orders with brokers and dealersbrokers, it will attempt to obtain the best net result in terms of price and execution. Consistent with this obligation; provided that, on behalf of the Series, the Sub-Adviser may, in its discretion, purchase and sell portfolio securities from and to use brokers and dealers who sell shares of the Funds or that provide the Funds, Adviser's other clients, or Sub-Adviser's other clients Adviser with research, analysis, advice and similar services. The services to execute portfolio transactions on behalf of the Series or Segment, and the Sub-Adviser may pay to those brokers and dealers, in return for such brokerage and research and analysis, services a higher commission or spread than may be charged by other brokers and dealersbrokers, subject to the Sub-Adviser Adviser's determining in good faith that such commission or spread is reasonable in terms either of the particular transaction or of the overall responsibility of the Adviser and the Sub-Adviser to the Funds Series and their its other clients and that the total commissions or spreads paid by each Fund the Series or Segment will be reasonable in relation to the benefits to the Fund Series over the long term. In no instance will portfolio securities be purchased from or sold to Xxxxxxxx Xxxxxxxx or the Sub-Adviser, or any affiliated person thereof, except in accordance with the applicable federal securities laws and the rules and regulations thereunder thereunder. The Sub-Adviser may aggregate sales and any exemptive purchase orders currently in effectwith respect to the assets of the Series or Segment with similar orders being made simultaneously for other accounts advised by the Sub-Adviser or its affiliates. Whenever the Sub-Adviser simultaneously places orders to purchase or sell the same security on behalf of a Fund the Series and one or more other accounts advised by the Sub-Adviser, such the orders will be allocated as to price and amount among all such accounts in a manner believed to be equitable over time to each account. Xxxxxxxx Xxxxxxxx recognizes that in some cases this procedure may adversely affect the results obtained for the Series or Segment. (c) The Sub-Adviser will maintain all required books and records required to be maintained pursuant to the 1940 Act and the rules and regulations promulgated thereunder with respect to transactions by the securities transactions Sub-Adviser on behalf of the FundsSeries or Segment, and will furnish the Board and Adviser Xxxxxxxx Xxxxxxxx with such periodic and special reports as the Board or Adviser Xxxxxxxx Xxxxxxxx reasonably may request. In compliance with the requirements of Rule 31a-3 under the 1940 Act, the Sub-Adviser hereby agrees that all records which that it maintains for the Adviser Series are the property of the AdviserTrust, and agrees to preserve for the periods prescribed by applicable law Rule 31a-2 under the 1940 Act any records which that it maintains for the Adviser Trust and which that are required to be maintainedmaintained by Rule 31a-1 under the 1940 Act, and further agrees to surrender promptly to the Adviser Trust any records which that it maintains for the Adviser Series upon request by the AdviserTrust. (d) At such times as shall be reasonably requested by the Board or Xxxxxxxx Xxxxxxxx, the Sub-Adviser will provide the Board and Xxxxxxxx Xxxxxxxx with economic and investment analyses and reports as well as quarterly reports setting forth the performance of the Series or Segment and make available to the Board and Xxxxxxxx Xxxxxxxx any economic, statistical and investment services that the Sub-Adviser normally makes available to its institutional or other customers. (e) In accordance with procedures adopted by the Board, as amended from time to time, the Sub-Adviser is responsible for assisting in the fair valuation of all portfolio securities in the Series or Segment and will use its reasonable efforts to arrange for the provision of a price from one or more parties independent of the Sub-Adviser for each portfolio security for which the custodian does not obtain prices in the ordinary course of business from an automated pricing service.

Duties as Sub-Adviser. (a) Subject to the supervision of the Trust's Board of Trustees ("Board") and the Adviser, if and to the extent requested by the Adviser, each Sub-Adviser will shall provide a continuous investment program for all or a portion of the assets of each FundFund (with respect to each Sub-Adviser, its “Sub-Advised Assets”), including investment research and management, with respect to all or a portion of the securities and investments and cash equivalents of the Fund (Fund, in accordance with the "investment objective, policies, strategies and limitations of the Fund, as provided in the Trust’s registration statement, as currently in effect and amended from time to time. With respect to its Sub-Advised Assets"), such Sub-Advised Assets to be determined by the Adviser. The each Sub-Adviser will determine from time to time what securities and other investments will be purchased, retained or sold with respect to by each Fund, and, for any Fund for which the Sub-Advised Assets of each FundAdvisers are responsible for executing trades, and the brokers and dealers through whom trades will be executed. (b) The For any Fund, with respect to its Sub-Advised Assets, for which each Sub-Adviser is responsible for executing trades, each Sub-Adviser agrees that, in placing orders with brokers and dealers, it will attempt to obtain the best net result in terms of price and execution. Consistent with this obligation, the with respect to its Sub-Advised Assets, each Sub-Adviser may, in its discretion, purchase and sell portfolio securities from and to use brokers and or dealers who sell shares of the Funds or provide the Funds, the Adviser's ’s other clients, or the Sub-Adviser's ’s other clients with research, analysis, advice and similar services. The With respect to its Sub-Advised Assets, each Sub-Adviser may cause a Fund to pay to those brokers and dealers, dealers in return for such brokerage and research and analysisservices, a higher commission or spread than may be charged by other brokers and dealers, subject to the Sub-Adviser determining in good faith that such commission or spread is reasonable in terms either of the particular transaction or of the overall responsibility responsibilities of the Adviser and the Sub-Adviser to the Funds and their other clients a Fund and that the total commissions or spreads paid by each the Fund will be reasonable in relation to the benefits to the Fund over the long term. In no instance will portfolio securities be purchased from or sold to the Sub-AdviserAdviser(s), or any affiliated person thereof, except in accordance with the applicable federal securities laws and the rules and regulations thereunder and any exemptive orders currently in effect. Whenever With respect to its Sub-Advised Assets, on occasions when the Sub-Adviser simultaneously places orders to deems the purchase or sell the same security on behalf sale of a security to be in the best interests of the Fund and one or more as well as other accounts advised by clients, the Sub-AdviserAdviser may to the extent permitted by applicable laws and regulations, aggregate the securities to be sold or purchased in order to obtain best execution. In such event, orders will be allocated as to price and amount among all such accounts in a manner believed to be equitable to each account. With respect to its Sub-Advised Assets, each Sub-Adviser may buy or sell securities for a Fund and simultaneously sell or buy such securities for another client account. Subject to applicable legal and regulatory requirements and Trust procedures, the Sub-Adviser may effectuate cross transactions between the Fund and such other account if it deems this to be advantageous to both of the accounts involved. Each Sub-Adviser agrees that it shall not consult with any other sub-adviser engaged by the Adviser that is not a party to this Agreement, or each Sub-Adviser’s affiliates with respect to the securities transactions or other assets of the Fund or another sub-advised Fund, except to the extent permitted by certain exemptive rules under the 1940 Act that permit certain transactions with a sub-adviser or its affiliates. Notwithstanding the foregoing, each Sub-Adviser agrees that the Adviser shall have the right by written notice to identify securities that may not be purchased on behalf of a Fund and/or brokers or dealers through or with which portfolio transactions on behalf of the Fund may not be effected. Each Sub-Adviser shall refrain from purchasing such securities for the Fund or directing any portfolio transaction to any such broker or dealer on behalf of the Fund, unless and until the written approval of the Adviser or the Board, as the case may be, is obtained. (c) The Each Sub-Adviser will shall maintain all required books and records with respect to the securities transactions of the FundsSub-Advised Assets for any Fund for which the Sub-Adviser is responsible for executing trades, and will shall furnish the Board and Adviser with such periodic and special reports reports, balance sheets or financial information, and such other information with regard to its affairs as the Board or Adviser reasonably may request. Each Sub-Adviser shall also furnish to the Adviser any other information relating to the securities transactions of the Sub-Advised Assets that is required to be filed by the Adviser or the Trust with the U.S. Securities and Exchange Commission (“SEC”) or sent to shareholders pursuant to the federal securities laws or the rules thereunder. Each Sub-Adviser shall keep the Adviser informed of developments materially affecting a Fund or the Trust. The Adviser, the Trust’s officers and the Funds’ independent registered public accounting firm shall be permitted to inspect and audit such records pertaining to the Funds at reasonable times during regular business hours with advance notice. Each Sub-Adviser hereby agrees that all records which it maintains for the Adviser Trust are the property of the AdviserTrust, and agrees to preserve for the periods prescribed by applicable law any records which it maintains for the Adviser Trust and which are required to be maintained, and further agrees to surrender promptly to the Adviser Trust such records or to transfer said records to any records which it maintains for the Adviser successor sub-adviser upon request by the Trust. (d) Each Sub-Adviser shall make its officers and employees available to meet with the officers of the Adviser and the Trust and the Board, either in person or, at the mutual convenience of the Adviser, the Board and the Sub-Adviser, by telephone, on due notice to review a Fund’s investments. In addition, each Sub-Adviser shall, on each Sub-Adviser’s own initiative, and as reasonably requested by the Adviser, for itself and on behalf of the Trust, furnish to the Adviser from time to time whatever information the Adviser reasonably believes appropriate for this purpose. For any Fund for which a Sub-Adviser is responsible for executing trades, such Sub-Adviser, from time to time, shall furnish to the Adviser and Trust’s officers and to the Board, at such Sub-Adviser’s expense, reports on securities transactions and reports on issuers of securities held by a Fund, all in such detail as the Trust or the Adviser may reasonably request. In addition, with respect to its Sub-Advised Assets, each Sub-Adviser shall provide advice and assistance to the Adviser, as necessary, as to the determination of the value of securities held or to be acquired by a Fund for valuation purposes. (e) With respect to its Sub-Advised Assets, each Sub-Adviser shall provide to the Fund’s custodian each business day information relating to the Fund’s securities transactions. With respect to its Sub-Advised Assets, each Sub-Adviser shall provide sub-certifications, as reasonably requested by the Adviser or the Trust, in connection with the filings of Form N-CSR or Form N-Q. (f) As requested, each Sub-Adviser shall vote proxies with respect to securities held by the Fund in accordance with the guidelines established by the Sub-Adviser and approved by the Board. (g) Each Sub-Adviser is and shall, for all purposes herein provided, be deemed an independent contractor and, except as expressly provided herein or authorized in writing by the Adviser, no Sub-Adviser shall have authority to act for or represent the Funds or the Trust or otherwise be deemed an agent of the Fund, Trust or Adviser. Such designation of each Sub-Adviser as an independent contractor shall in no way limit each Sub-Adviser’s fiduciary duties under this Agreement.

Duties as Sub-Adviser. (a) Subject to the supervision and direction of the Trust's Board of Trustees (the "Board") and Adviserreview by Xxxxxxxx Xxxxxxxx, and any written guidelines adopted by the Board or Xxxxxxxx Xxxxxxxx, the Sub-Adviser will provide a continuous investment program for each Fundall or a designated portion of the assets ("Segment") of the Portfolio, including investment research and management, discretionary management with respect to all or a portion of the securities and investments and cash equivalents of in the Fund (the "Sub-Advised Assets"), such Sub-Advised Assets to be determined by the AdviserPortfolio or Segment. The Sub-Adviser will determine from time to time what securities and other investments will be purchased, retained or sold with respect to by the Portfolio or Segment. The Sub-Advised Assets Adviser will be responsible for placing purchase and sell orders for investments and for other related transactions for the Portfolio or Segment. The Sub-Adviser will be responsible for voting proxies of each Fundissuers of securities held by the Portfolio or Segment. The Sub-Adviser understands that the Portfolio's assets need to be managed so as to permit the Portfolio to qualify or to continue to qualify as a regulated investment company under Subchapter M of the Internal Revenue Code, as amended ("Code"). The Sub-Adviser will provide services under this Agreement in accordance with the Portfolio's investment objective, policies and restrictions as stated in the Trust's currently effective registration statement under the 1940 Act, and the brokers and dealers through whom trades will be executedany amendments or supplements thereto ("Registration Statement"). (b) The Sub-Adviser agrees that, in placing orders with brokers and dealersbrokers, it will attempt to obtain the best net result in terms of price and execution. Consistent with this obligation; provided that, on behalf of the Portfolio, the Sub-Adviser may, in its discretion, purchase and sell portfolio securities from and to use brokers and dealers who sell shares of the Funds or that provide the Funds, Adviser's other clients, or Sub-Adviser's other clients Adviser with research, analysis, advice and similar services. The services to execute portfolio transactions on behalf of the Portfolio, and the Sub-Adviser may pay to those brokers and dealers, in return for such brokerage and research and analysis, services a higher commission or spread than may be charged by other brokers and dealersbrokers, subject to the Sub-Adviser determining Adviser's determination in good faith that such commission or spread is reasonable in terms either of the particular transaction or of the overall responsibility of the Adviser and the Sub-Adviser to the Funds Portfolio and their its other clients and that the total commissions or spreads paid by each Fund the Portfolio or Segment will be reasonable in relation to the benefits to the Fund Portfolio over the long term. In no instance will portfolio securities be purchased from or sold to Xxxxxxxx Xxxxxxxx or the Sub-Adviser, or any affiliated person thereof, except in accordance with the applicable federal securities laws and the rules and regulations thereunder thereunder. The Sub-Adviser may aggregate sales and any exemptive purchase orders currently in effectwith respect to the assets of the Portfolio or Segment with similar orders being made simultaneously for other accounts advised by the Sub-Adviser or its affiliates. Whenever the Sub-Adviser simultaneously places orders to purchase or sell the same security on behalf of a Fund the Portfolio and one or more other accounts advised by the Sub-Adviser, such the orders will be allocated as to price and amount among all such accounts in a manner believed to be equitable over time to each account. Xxxxxxxx Xxxxxxxx recognizes that in some cases this procedure may adversely affect the results obtained for the Portfolio or Segment. (c) The Sub-Adviser will maintain all required books and records required to be maintained pursuant to the 1940 Act and the rules and regulations promulgated thereunder with respect to transactions by the securities transactions Sub-Adviser on behalf of the FundsPortfolio or Segment, and will furnish the Board and Adviser Xxxxxxxx Xxxxxxxx with such periodic and special reports as the Board or Adviser Xxxxxxxx Xxxxxxxx reasonably may request. In compliance with the requirements of Rule 31a-3 under the 1940 Act, the Sub-Adviser hereby agrees that all records which it maintains for the Adviser Portfolio are the property of the AdviserTrust, and agrees to preserve for the periods prescribed by applicable law Rule 31a-2 under the 1940 Act any records which that it maintains for the Adviser Portfolio and which that are required to be maintainedmaintained by Rule 31a-1 under the 1940 Act, and further agrees to surrender promptly to the Adviser Trust any records which it maintains for the Adviser Portfolio upon request by the AdviserTrust. (d) At such times as shall be reasonably requested by the Board or Xxxxxxxx Xxxxxxxx, the Sub-Adviser will provide the Board and Xxxxxxxx Xxxxxxxx with economic and investment analyses and reports as well as quarterly reports setting forth the performance of the Portfolio or Segment and make available to the Board and Xxxxxxxx Xxxxxxxx any economic, statistical and investment services that the Sub-Adviser normally makes available to its institutional or other customers. (e) In accordance with procedures adopted by the Board, as amended from time to time, the Sub-Adviser is responsible for assisting in the fair valuation of all portfolio securities in the Portfolio or Segment and will use its reasonable efforts to arrange for the provision of a price or prices from one or more parties independent of the Sub-Adviser for each portfolio security for which the custodian does not obtain prices in the ordinary course of business from an automated pricing service.

Duties as Sub-Adviser. (a) Subject to the supervision and direction of the Trust's ’s Board of Trustees ("the “Board"”) and review by Manager, and any written guidelines adopted by the Board or Manager and furnished to the Sub-Adviser, the Sub-Adviser will provide a continuous investment program for each Fundall or a designated portion of the assets (“Segment”) of the Series, including investment research and management, discretionary management with respect to all or a portion of the securities and investments and cash equivalents of in the Fund (the "Sub-Advised Assets"), such Sub-Advised Assets to be determined by the AdviserSeries or Segment. The Sub-Adviser will determine from time to time what securities and other investments will be purchased, retained or sold by the Series or Segment. The Sub-Adviser will be responsible for placing purchase and sell orders with respect to broker-dealers, which may include broker-dealers affiliated with the Sub-Advised Assets Adviser, subject to compliance with Rule 17e-1 under the Investment Company Act of each Fund1940, as amended (the “1940 Act”) and other applicable legal requirements, for investments and for other related transactions for the Series or Segment. Manager delegates to Sub-Adviser and Sub-Adviser shall have the responsibility and authority to vote proxies solicited by, or with respect to, the issuers of securities held in the Series or the Sub-Adviser’s Segment of the Series. Manager shall provide (or cause the Series’ custodian to provide) to Sub-Adviser all proxy solicitation materials that it receives and shall assist Sub-Adviser in its efforts to conduct the proxy voting process. The Sub-Adviser will provide services under this Contract in accordance with the Series’ investment objective, policies and restrictions as stated in the Trust’s currently effective registration statement under the 1940 Act, and any amendments or supplements thereto (the brokers and dealers through whom trades will be executed“Registration Statement”). (b) The Sub-Adviser agrees that, in placing orders with brokers and broker-dealers, it will attempt seek to obtain the best net result in terms of price and execution. Consistent with this obligation; provided that, on behalf of the Series, the Sub-Adviser may, in its discretion, purchase and sell portfolio securities from and to brokers and use broker-dealers who sell shares of the Funds or that provide the Funds, Adviser's other clients, or Sub-Adviser's other clients Adviser with research, analysis, advice and similar services. The services to execute portfolio transactions on behalf of the Series or Segment, and the Sub-Adviser may pay to brokers and dealers, those broker-dealers in return for such brokerage and research and analysis, services a higher commission or spread than may be charged by other brokers and broker-dealers, subject to the Sub-Adviser Adviser’s determining in good faith that such commission or spread is reasonable in terms either of the particular transaction or of the overall responsibility of the Adviser and the Sub-Adviser and its affiliates to the Funds and their Series or its other clients over which they have investment discretion and that the total commissions or spreads paid by each Fund the Series or Segment will be reasonable in relation to the benefits to the Fund Series over the long term. In no instance will portfolio securities be purchased from or sold to the Manager, the Trust or the Sub-Adviser, or any affiliated person thereof, except in accordance with the applicable federal securities laws and the rules and regulations thereunder thereunder. The Sub-Adviser may aggregate sales and any exemptive purchase orders currently in effectwith respect to the assets of the Series or Segment with similar orders being made simultaneously for other accounts advised by the Sub-Adviser or its affiliates. Whenever the Sub-Adviser simultaneously places orders to purchase or sell the same security on behalf of a Fund the Series and one or more other accounts advised by the Sub-Adviser, such the orders will be allocated as to price and amount among all such accounts in over a manner believed to be period of time on a fair and equitable basis relative to each account. Manager recognizes that in some cases this procedure may adversely affect the results obtained for the Series or Segment. (c) The Sub-Adviser will maintain maintain, in connection with the Sub-Adviser’s investment advisory obligations provided to the Series, all required books and records required to be maintained pursuant to the 1940 Act and the rules and regulations promulgated thereunder with respect to transactions by the securities transactions Sub-Adviser on behalf of the FundsSeries or Segment, and will furnish the Board and Adviser Manager with such periodic and special reports as the Board or Adviser Manager reasonably may request. In compliance with the requirements of Rule 31a-3 under the 1940 Act, the Sub-Adviser hereby agrees that all records which that it maintains for the Adviser Series are the property of the AdviserTrust, and agrees to preserve for the periods prescribed by applicable law Rule 31a-2 under the 1940 Act any records which that it maintains for the Adviser Trust and which that are required to be maintainedmaintained by Rule 31a-1 under the 1940 Act, and further agrees to surrender promptly to the Adviser Trust any records which or copies thereof that it maintains for the Adviser Series upon request by the AdviserTrust or Manager; provided, however, that Sub-Adviser may retain copies of any records to the extent required for it to comply with applicable law. Notwithstanding the foregoing, the Sub-Adviser has no responsibility for the maintenance of the Trust’s records, except insofar as directly related to the services provided to the Series. (d) At such times as shall be reasonably requested by the Board or Manager, the Sub-Adviser will provide the Board and Manager with economic and investment analyses and reports as well as quarterly reports setting forth the performance of the Series or Segment and make available to the Board and Manager any economic, statistical and investment services that the Sub-Adviser normally makes available to its institutional or other customers. (e) The Sub-Adviser shall make its portfolio management, compliance and other personnel available to consult with the Board and Manager, including by facilitating their attendance as may reasonably be requested at Board meetings, and provide such reports as the Manager or the Board shall reasonably request from time to time. In addition, the Sub-Adviser agrees to provide annual certifications to the Manager and the Board regarding its compliance program.

Duties as Sub-Adviser. (a) Subject to the supervision and direction of the Trust's Board of Trustees (the "Board") and Adviserreview by UBS Global Americas, and any written guidelines adopted by the Board or UBS Global Americas, the Sub-Adviser will provide a continuous investment program for each Fundall or a designated portion of the assets ("Segment") of the Portfolio, including investment research and management, discretionary management with respect to all or a portion of the securities and investments and cash equivalents of in the Fund (the "Sub-Advised Assets"), such Sub-Advised Assets to be determined by the AdviserPortfolio or Segment. The Sub-Adviser will determine from time to time what securities and other investments will be purchased, retained or sold with respect to by the Portfolio or Segment. The Sub-Advised Assets Adviser will be responsible for placing purchase and sell orders for investments and for other related transactions for the Portfolio or Segment. The Sub-Adviser will be responsible for voting proxies of each Fundissuers of securities held by the Portfolio or Segment. The Sub-Adviser understands that the Portfolio's assets need to be managed so as to permit the Portfolio to qualify or to continue to qualify as a regulated investment company under Subchapter M of the Internal Revenue Code, as amended ("Code"). The Sub-Adviser will provide services under this Agreement in accordance with the Portfolio's investment objective, policies and restrictions as stated in the Trust's currently effective registration statement under the 1940 Act, and the brokers and dealers through whom trades will be executedany amendments or supplements thereto ("Registration Statement"). (b) The Sub-Adviser agrees that it will not consult with any other sub-adviser ("Other Sub-Adviser") for the Trust or Portfolio concerning any transaction by the Portfolio or Segment in securities or other assets, including (i) the purchase by the Portfolio or Segment of a security issued by the Other Sub-Adviser, or an affiliate of the Other Sub-Adviser, to the Trust or Portfolio except as permitted by the 1940 Act or (ii) transactions by the Portfolio or Segment in any security for which the Other Sub-Adviser, or its affiliate, is the principal underwriter. (c) The Sub-Adviser agrees that, in placing orders with brokers and dealersbrokers, it will attempt to obtain the best net result in terms of price and execution. Consistent with this obligation; provided that, on behalf of the Portfolio, the Sub-Adviser may, in its discretion, purchase and sell portfolio securities from and to use brokers and dealers who sell shares of the Funds or that provide the Funds, Adviser's other clients, or Sub-Adviser's other clients Adviser with research, analysis, advice and similar services. The services to execute portfolio transactions on behalf of the Portfolio, and the Sub-Adviser may pay to those brokers and dealers, in return for such brokerage and research and analysis, services a higher commission or spread than may be charged by other brokers and dealersbrokers, subject to the Sub-Adviser determining Adviser's determination in good faith that such commission or spread is reasonable in terms either of the particular transaction or of the overall responsibility of the Adviser and the Sub-Adviser to the Funds Portfolio and their its other clients and that the total commissions or spreads paid by each Fund the Portfolio or Segment will be reasonable in relation to the benefits to the Fund Portfolio over the long term. In no instance will portfolio securities be purchased from or sold to UBS Global Americas or the Sub-Adviser, or any affiliated person thereof, except in accordance with the applicable federal securities laws and the rules and regulations thereunder thereunder. The Sub-Adviser may aggregate sales and any exemptive purchase orders currently in effectwith respect to the assets of the Portfolio or Segment with similar orders being made simultaneously for other accounts advised by the Sub-Adviser or its affiliates. Whenever the Sub-Adviser simultaneously places orders to purchase or sell the same security on behalf of a Fund the Portfolio and one or more other accounts advised by the Sub-Adviser, such the orders will be allocated as to price and amount among all such accounts in a manner believed to be equitable over time to each account. UBS Global Americas recognizes that in some cases this procedure may adversely affect the results obtained for the Portfolio or Segment. (cd) The Sub-Adviser will maintain all required books and records required to be maintained pursuant to the 1940 Act and the rules and regulations promulgated thereunder with respect to transactions by the securities transactions Sub-Adviser on behalf of the FundsPortfolio or Segment, and will furnish the Board and Adviser UBS Global Americas with such periodic and special reports as the Board or Adviser UBS Global Americas reasonably may request. In compliance with the requirements of Rule 31a-3 under the 1940 Act, the Sub-Adviser hereby agrees that all records which it maintains for the Adviser Portfolio are the property of the AdviserTrust, and agrees to preserve for the periods prescribed by applicable law Rule 31a-2 under the 1940 Act any records which that it maintains for the Adviser Portfolio and which that are required to be maintainedmaintained by Rule 31a-1 under the 1940 Act, and further agrees to surrender promptly to the Adviser Trust any records which it maintains for the Adviser Portfolio upon request by the AdviserTrust. (e) At such times as shall be reasonably requested by the Board or UBS Global Americas, the Sub-Adviser will provide the Board and UBS Global Americas with economic and investment analyses and reports as well as quarterly reports setting forth the performance of the Portfolio or Segment and make available to the Board and UBS Global Americas any economic, statistical and investment services that the Sub-Adviser normally makes available to its institutional or other customers. (f) In accordance with procedures adopted by the Board, as amended from time to time, the Sub-Adviser is responsible for assisting in the fair valuation of all portfolio securities in the Portfolio or Segment and will use its reasonable efforts to arrange for the provision of a price or prices from one or more parties independent of the Sub-Adviser for each portfolio security for which the custodian does not obtain prices in the ordinary course of business from an automated pricing service.

Duties as Sub-Adviser. (a) Subject to the supervision of the Trust's Board of Trustees ("Board") and Adviser, the Sub-Adviser will provide a continuous investment program for each Fund, including investment research and management, with respect to all or a portion of the securities and investments and cash equivalents of the Fund (the "Sub-Advised Assets"), such Sub-Advised Assets to be determined by the Adviser. The Sub-Adviser will determine from time to time what securities and other investments will be purchased, retained or sold with respect to the Sub-Advised Assets of each Fund, and the brokers and dealers through whom trades will be executed. (b) The Sub-Adviser agrees that, in placing orders with brokers and dealers, it will attempt to obtain the best net result in terms of price and execution. Consistent with this obligation, the Sub-Adviser may, in its discretion, purchase and sell portfolio securities from and to brokers and dealers who sell shares of the Funds or provide the Funds, Adviser's other clients, or Sub-Adviser's other clients with research, analysis, advice and similar services. The Sub-Adviser may pay to brokers and dealers, in return for such research and analysis, a higher commission or spread than may be charged by other brokers and dealers, subject to the Sub-Adviser determining in good faith that such commission or spread is reasonable in terms either of the particular transaction or of the overall responsibility of the Adviser and the Sub-Adviser to the Funds and their other clients and that the total commissions or spreads paid by each Fund will be reasonable in relation to the benefits to the Fund over the long term. In no instance will portfolio securities be purchased from or sold to the Sub-Adviser, or any affiliated person thereof, except in accordance with the applicable securities laws and the rules and regulations thereunder and any exemptive orders currently in effect. Whenever the Sub-Adviser simultaneously places orders to purchase or sell the same security on behalf of a Fund and one or more other accounts advised by the Sub-Adviser, such orders will be allocated as to price and amount among all such accounts in a manner believed to be equitable to each account. (c) The Sub-Adviser will maintain all required books and records with respect to the securities transactions of the Funds, and will furnish the Board and Adviser with such periodic and special reports as the Board or Adviser reasonably may request. Sub-Adviser hereby agrees that all records which it maintains for the Adviser are the axx xxx property of the Adviser, and agrees to preserve for the periods prescribed by applicable law any records which it maintains for the Adviser and which are required to be maintained, and further agrees to surrender promptly to the Adviser any records which it maintains for the Adviser upon request by the Adviser.

Duties as Sub-Adviser. (a) Subject to the supervision of the Trust's ’s Board of Trustees ("“Board"”) and Adviser, the Sub-Adviser will provide a continuous investment program for each Fund, including investment research and management, with respect to all or a portion of the securities and investments and cash equivalents of the Fund (the "“Sub-Advised Assets"”), such Sub-Advised Assets to be determined by the Adviser. The Sub-Adviser will determine from time to time what securities and other investments will be purchased, retained or sold with respect to the Sub-Advised Assets of each Fund, and the brokers and dealers through whom trades will be executed. (b) The Sub-Adviser agrees that, in placing orders with brokers and dealers, it will attempt to obtain the best net result in terms of price and execution. Consistent with this obligation, the Sub-Adviser may, in its discretion, purchase and sell portfolio securities from and to brokers and dealers who sell shares of the Funds or provide the Funds, Adviser's ’s other clients, or Sub-Adviser's ’s other clients with research, analysis, advice and similar services. The Sub-Adviser may pay to brokers and dealers, in return for such research and analysis, a higher commission or spread than may be charged by other brokers and dealers, subject to the Sub-Adviser determining in good faith that such commission or spread is reasonable in terms either of the particular transaction or of the overall responsibility of the Adviser and the Sub-Adviser to the Funds and their other clients and that the total commissions or spreads paid by each Fund will be reasonable in relation to the benefits to the Fund over the long term. In no instance will portfolio securities be purchased from or sold to the Sub-Adviser, or any affiliated person thereof, except in accordance with the applicable securities laws and the rules and regulations thereunder and any exemptive orders currently in effect. Whenever the Sub-Adviser simultaneously places orders to purchase or sell the same security on behalf of a Fund and one or more other accounts advised by the Sub-Adviser, such orders will be allocated as to price and amount among all such accounts in a manner believed to be equitable to each account. (c) The Sub-Adviser will maintain all required books and records with respect to the securities transactions of the Funds, and will furnish the Board and Adviser with such periodic and special reports as the Board or Adviser reasonably may request. Sub-Adviser hereby agrees that all records which it maintains for the Adviser are the property of the Adviser, and agrees to preserve for the periods prescribed by applicable law any records which it maintains for the Adviser and which are required to be maintained, and further agrees to surrender promptly to the Adviser any records which it maintains for the Adviser upon request by the Adviser.

Duties as Sub-Adviser. (a) Subject to the supervision and direction of the Trust's Board of Trustees ("Board") and of the Adviser, and all written guidelines adopted by the Trust or the Adviser that are provided to the Sub-Adviser, the Sub-Adviser will provide a continuous investment program for each Fundwith respect to the Fund Account, including investment research and management, with respect to management for all or a portion of the securities and investments and cash equivalents of in the Fund (the "Sub-Advised Assets"), such Sub-Advised Assets to be determined by the AdviserAccount. The Sub-Adviser will determine from time to time what securities and other investments in the Fund Account will be purchased, retained or sold by the Fund. The Sub-Adviser will be responsible for placing purchase and sell orders for investments and for other related transactions with respect to the Fund Account. The Sub-Advised Assets Adviser will provide services under this Contract in accordance with the Fund's investment objective, policies and restrictions and the description of each Fundits investment strategy and style, all as stated in the Trust's registration statement under the 1940 Act, and any amendments or supplements thereto ("Registration Statement") of which the brokers and dealers through whom trades will be executedSub-Adviser has notice. The Sub-Adviser shall not consult with any other sub-adviser of the Fund concerning transactions for the Fund in securities or other assets. (b) The Sub-Adviser agrees that, in placing orders with brokers and dealersbrokers, it will attempt seek to obtain the best net result in terms of price and execution. Consistent with this obligation; provided that, on behalf of the Fund, the Sub-Adviser may, in its discretion, purchase and sell portfolio securities from and to use brokers and dealers who sell shares (including brokers that may be affiliates of the Funds or Sub-Adviser to the extent permitted by Section 3(c) hereof) who provide the Funds, Adviser's other clients, or Sub-Adviser's other clients Adviser with research, analysis, advice and similar services. The services to execute portfolio transactions, and the Sub-Adviser may pay to those brokers and dealers, in return for such brokerage and research and analysis, services a higher commission or spread than may be charged by other brokers and dealersbrokers, subject to the Sub-Adviser Adviser's determining in good faith that such commission or spread is reasonable in terms either of the particular transaction or of the overall responsibility of the Adviser and the Sub-Adviser to the Funds Fund and their its other clients and that the total commissions or spreads paid by each the Fund will be reasonable in relation to the benefits to the Fund over the long term. In no instance will portfolio securities be purchased from or sold to the Sub-Adviser, or any affiliated person thereof, except in accordance with the applicable federal securities laws and the rules and regulations thereunder and any exemptive orders currently in effectthereunder. Whenever the Sub-Adviser simultaneously places orders to purchase or sell the same security on behalf of a the Fund and one or more other accounts advised by the Sub-Adviser, such the orders will be allocated as to price and amount among all such accounts in a manner believed to be equitable over time to each account. The Adviser recognizes that in some cases this procedure may adversely affect the results obtained for the Fund. (c) The Sub-Adviser will not execute without the prior written approval of the Adviser any portfolio transactions for the Fund Account with a broker which is (i) an affiliated person of the Trust, including the Adviser or any Sub-Adviser for any Fund of the Trust; (ii) a principal underwriter of the Fund's shares; or (iii) an affiliated person of such an affiliated person or principal underwriter. The Adviser agrees that it will provide the Sub-Adviser with a list of such brokers and dealers and will, from time to time, update such list as necessary. (d) The Sub-Adviser will maintain all required books and records required to be maintained pursuant to the 1940 Act and the rules and regulations promulgated thereunder with respect to actions by the securities transactions Sub-Adviser on behalf of the FundsFund, and will furnish the Board and the Adviser with such periodic and special reports as the Board or the Adviser reasonably may request. In compliance with the requirements of Rule 31a-3 under the 1940 Act, the Sub-Adviser hereby agrees that all records which that it maintains for the Adviser Fund are the property of the AdviserTrust, and agrees to preserve for the periods prescribed by applicable law Rule 31a-2 under the 1940 Act any records which that it maintains for the Adviser Trust and which that are required to be maintainedmaintained by Rule 31a-1 under the 1940 Act, and further agrees to surrender promptly to the Adviser Trust a complete set of any records which that it maintains for the Adviser Fund upon request by the Trust. (e) All transactions will be consummated by payment to or delivery by the custodian designated by the Trust (the "Custodian"), or such depositories or agents as may be designated by the Custodian in writing, of all cash and/or securities due to or from the Fund Account, and the Sub-Adviser shall not have possession or custody thereof. The Sub-Adviser shall advise the Custodian and confirm in writing to the Trust and to the Adviser or any other designated agent of the Fund all investment orders for the Fund Account placed by it with brokers and dealers at the time and in the manner set forth in Rule 31a-1 under the 1940 Act. For purposes of the foregoing sentence, communication to the Custodian via DTC is acceptable. The Trust shall issue to the Custodian such instructions as may be appropriate in connection with the settlement of any transaction initiated by the Sub-Adviser. The Trust shall be responsible for all custodial arrangements and the payment of all custodial charges and fees, and, upon giving proper instructions to the Custodian, the Sub-Adviser shall have no responsibility or liability with respect to custodial arrangements or the acts, omissions or other conduct of the Custodian, except that it shall be the responsibility of the Sub-Adviser to communicate it to the Adviser if the Custodian fails to confirm in writing proper execution of the instructions. (f) At such times as shall be reasonably requested by the Board or the Adviser, the Sub-Adviser will provide the Board and the Adviser with economic and investment analyses and reports as well as quarterly reports setting forth the performance of the Fund Account and make available to the Board and Adviser any economic, statistical and investment services that the Sub-Adviser normally makes available to its institutional or other customers. (g) In accordance with procedures adopted by the Board, as amended from time to time, the Sub-Adviser is responsible for assisting in the fair valuation of all portfolio securities and will use its reasonable efforts to arrange for the provision of valuation information or a price(s) from a party(ies) independent of the Sub-Adviser for each portfolio security for which the custodian does not obtain prices in the ordinary course of business from an automated pricing service.

Duties as Sub-Adviser. (a) Subject to the supervision and direction of the Trust's Board of Trustees ("Board") and Adviserreview by Xxxxxxxx Xxxxxxxx, and any written guidelines adopted by the Board or Xxxxxxxx Xxxxxxxx, the Sub-Adviser will provide a continuous investment program for each the Fund, including investment research and management, management with respect to all or a portion of the securities and investments and cash equivalents of in the Fund (the "Sub-Advised Assets"), such Sub-Advised Assets to be determined by the AdviserFund. The Sub-Adviser will determine from time to time what securities and other investments will be purchased, retained or sold with respect to by the Fund. The Sub-Advised Assets of each Adviser will be responsible for placing purchase and sell orders for investments and for other related transactions. The Sub-Adviser will provide services under this Contract in accordance with the Fund's investment objective, policies and restrictions as stated in the Trust's currently effective registration statement under the 1940 Act, and the brokers and dealers through whom trades will be executedany amendments or supplements thereto ("Registration Statement"). (b) The Sub-Adviser agrees that, in placing orders with brokers and dealersbrokers, it will attempt to obtain the best net result in terms of price and execution. Consistent with this obligation; provided that, on behalf of the Fund, the Sub-Adviser may, in its discretion, purchase and sell portfolio securities from and to use brokers and dealers who sell shares of the Funds or provide the Funds, Adviser's other clients, or Sub-Adviser's other clients Adviser with research, analysis, advice and similar services. The services to execute portfolio transactions, and the Sub-Adviser may pay to those brokers and dealers, in return for such brokerage and research and analysis, services a higher commission or spread than may be charged by other brokers and dealersbrokers, subject to the Sub-Adviser Adviser's determining in good faith that such commission or spread is reasonable in terms either of the particular transaction or of the overall responsibility of the Adviser and the Sub-Adviser to the Funds Fund and their its other clients and that the total commissions or spreads paid by each the Fund will be reasonable in relation to the benefits to the Fund over the long term. In no instance will portfolio securities be purchased from or sold to the Sub-Adviser, or any affiliated person thereof, except in accordance with the applicable federal securities laws and the rules and regulations thereunder thereunder. The Sub-Adviser may aggregate sales and any exemptive purchase orders currently in effectwith respect to the assets of the Fund with similar orders being made simultaneously for other accounts advised by the Sub-Adviser or its affiliates. Whenever the Sub-Adviser simultaneously places orders to purchase or sell the same security on behalf of a the Fund and one or more other accounts advised by the Sub-Adviser, such the orders will be allocated as to price and amount among all such accounts in a manner believed to be equitable over time to each account. Xxxxxxxx Xxxxxxxx recognizes that in some cases this procedure may adversely affect the results obtained for the Fund. (c) The Sub-Adviser will maintain all required books and records required to be maintained pursuant to the 1940 Act and the rules and regulations promulgated thereunder with respect to actions by the securities transactions Sub-Adviser on behalf of the FundsFund, and will furnish the Board and Adviser Xxxxxxxx Xxxxxxxx with such periodic and special reports as the Board or Adviser Xxxxxxxx Xxxxxxxx reasonably may request. In compliance with the requirements of Rule 31a-3 under the 1940 Act, the Sub-Adviser hereby agrees that all records which that it maintains for the Adviser Fund are the property of the AdviserTrust, and agrees to preserve for the periods prescribed by applicable law Rule 31a-2 under the 1940 Act any records which that it maintains for the Adviser Trust and which that are required to be maintainedmaintained by Rule 31a-1 under the 1940 Act, and further agrees to surrender promptly to the Adviser Trust any records which that it maintains for the Adviser Fund upon request by the AdviserTrust. (d) At such times as shall be reasonably requested by the Board or Xxxxxxxx Xxxxxxxx, the Sub-Adviser will provide the Board and Xxxxxxxx Xxxxxxxx with economic and investment analyses and reports as well as quarterly reports setting forth the performance of the international segment of the Fund's investments and make available to the Board and Xxxxxxxx Xxxxxxxx any economic, statistical and investment services that the Sub-Adviser normally makes available to its institutional or other customers. (e) In accordance with procedures adopted by the Board, as amended from time to time, the Sub-Adviser is responsible for assisting in the fair valuation of all portfolio securities and will use its reasonable efforts to arrange for the provision of a price(s) from a party(ies) independent of the Sub-Adviser for each portfolio security for which the custodian does not obtain prices in the ordinary course of business from an automated pricing service.

Duties as Sub-Adviser. (a) Subject to the supervision and direction of the Trust's Board of Trustees (the "Board") and Adviserreview by UBS Global AM, and any written guidelines adopted by the Board or UBS Global AM, the Sub-Adviser will provide a continuous investment program for each Fundthe Portfolio or Segment, including investment research and management, discretionary management with respect to all or a portion of the securities and investments and cash equivalents of in the Fund (the "Sub-Advised Assets"), such Sub-Advised Assets to be determined by the AdviserPortfolio or Segment. The Sub-Adviser will determine from time to time what securities and other investments will be purchased, retained or sold with respect to by the Portfolio or Segment. The Sub-Advised Assets Adviser will be responsible for placing purchase and sell orders for investments and for other related transactions for the Portfolio or Segment. The Sub-Adviser understands that the Portfolio's assets need to be managed so as to permit the Portfolio to qualify or to continue to qualify as a regulated investment company under Subchapter M of each Fundthe Internal Revenue Code, as amended ("Code"). The Sub-Adviser will provide services under this Agreement in accordance with the Portfolio's investment objective, policies and restrictions as stated in the Trust's currently effective registration statement under the 1940 Act, and the brokers and dealers through whom trades will be executedany amendments or supplements thereto ("Registration Statement"). (b) The Sub-Adviser agrees that it will not consult with any other sub-adviser ("Other Sub-Adviser") for the Trust or Portfolio concerning any transaction by the Portfolio or Segment in securities or other assets, including (i) the purchase by the Portfolio or Segment of a security issued by the Other Sub-Adviser, or an affiliate of the Other Sub-Adviser, to the Trust or Portfolio except as permitted by the 1940 Act or (ii) transactions by the Portfolio or Segment in any security for which the Other Sub-Adviser, or its affiliate, is the principal underwriter. (c) The Sub-Adviser agrees that it will be responsible for voting proxies of issuers of securities held by the Portfolio or Segment. The Sub-Adviser further agrees that it will adopt written proxy voting procedures that shall comply with the requirements of the 1940 Act and the Investment Advisers Act of 1940, as amended ("Advisers Act"), and that shall be acceptable to the Board. The Sub-Adviser further agrees that it will provide the Board on or before August 1st of each year, or more frequently as the Board may reasonably request, with a written report of the proxies voted during the most recent 12-month period ending June 30, or such other period as the Board may designate, in a format that shall comply with the 1940 Act and that shall be acceptable to the Board. (d) The Sub-Adviser agrees that, in placing orders with brokers and dealersbrokers, it will attempt to obtain the best net result in terms of price and execution. Consistent with this obligation; provided that, on behalf of the Portfolio or Segment, the Sub-Adviser may, in its discretion, purchase and sell portfolio securities from and to use brokers and dealers who sell shares of the Funds or that provide the Funds, Adviser's other clients, or Sub-Adviser's other clients Adviser with research, analysis, advice and similar services. The services to execute portfolio transactions on behalf of the Portfolio or Segment, and the Sub-Adviser may pay to those brokers and dealers, in return for such brokerage and research and analysis, services a higher commission or spread than may be charged by other brokers and dealersbrokers, subject to the Sub-Adviser determining Adviser's determination in good faith that such commission or spread is reasonable in terms either of the particular transaction or of the overall responsibility of the Adviser and the Sub-Adviser to the Funds Portfolio or Segment and their its other clients and that the total commissions or spreads paid by each Fund the Portfolio or Segment will be reasonable in relation to the benefits to the Fund Portfolio or Segment over the long term. In no instance will portfolio securities be purchased from or sold to UBS Global AM or the Sub-Adviser, or any affiliated person thereof, except in accordance with the applicable federal securities laws and the rules and regulations thereunder thereunder. The Sub-Adviser may aggregate sales and any exemptive purchase orders currently in effectwith respect to the assets of the Portfolio or Segment with similar orders being made simultaneously for other accounts advised by the Sub-Adviser or its affiliates. Whenever the Sub-Adviser simultaneously places orders to purchase or sell the same security on behalf of a Fund the Portfolio or Segment and one or more other accounts advised by the Sub-Adviser, such the orders will be allocated as to price and amount among all such accounts in a manner believed to be equitable over time to each account. (c) The . UBS Global AM recognizes that in some cases this procedure may adversely affect the results obtained for the Portfolio or Segment. Subject to the Sub-Adviser's obligations to seek best execution, UBS Global AM agrees that the Sub-Adviser, in its sole discretion, may place transactions on behalf of the Portfolio and the Trust with any broker-dealer deemed to be an affiliate of the Sub-Adviser will maintain all required books (the "Affiliated Broker-Dealers") so long as such transactions are effected in conformity with the requirements (including any applicable exemptions and records with respect to the securities transactions administrative interpretations set forth in Part II of the Funds, and will furnish the Board and Adviser with such periodic and special reports as the Board or Adviser reasonably may request. Sub-Adviser hereby agrees that Adviser's Form ADV Registration Statement on file with the Securities and Exchange Commission ("Form ADV")) of Section 11(a)(1)(H) of the Securities Exchange Act of 1934. In all records such dealings, the Affiliated Broker-Dealers shall be authorized and entitled to retain any commissions, remuneration or profits which it maintains may be made in such transactions and shall not be liable to account for the Adviser are same to UBS Global AM, the property of Portfolio or the Adviser, and agrees to preserve for the periods prescribed by applicable law any records which it maintains for the Adviser and which are required to be maintained, and further agrees to surrender promptly to the Adviser any records which it maintains for the Adviser upon request by the AdviserTrust.

Duties as Sub-Adviser. (a) Subject to the supervision and direction of the Trust's ’s Board of Trustees ("“Board"”) and of the Adviser, and all written guidelines adopted by the Trust or the Adviser that are provided to the Sub-Adviser, the Sub-Adviser will provide a continuous investment program for each Fundwith respect to the Fund Account, including investment research and management, with respect to management for all or a portion of the securities and investments and cash equivalents of in the Fund (the "Sub-Advised Assets"), such Sub-Advised Assets to be determined by the AdviserAccount. The Sub-Adviser will determine from time to time what securities and other investments in the Fund Account will be purchased, retained or sold by the Fund. The Sub-Adviser will be responsible for placing purchase and sell orders for investments and for other related transactions with respect to the Fund Account. The Sub-Advised Assets Adviser will provide services under this Contract in accordance with the Fund’s investment objective, policies and restrictions and the description of each Fundits investment strategy and style, all as stated in the Trust’s registration statement under the 1940 Act, and any amendments or supplements thereto (“Registration Statement”) of which the brokers and dealers through whom trades will be executedSub-Adviser has notice. The Sub-Adviser shall not consult with any other sub-adviser of the Fund concerning transactions for the Fund in securities or other assets. (b) The Sub-Adviser agrees that, in placing orders with brokers and dealersbrokers, it will attempt seek to obtain the best net result in terms of price and execution. Consistent with this obligation; provided that, on behalf of the Fund, the Sub-Adviser may, in its discretion, purchase and sell portfolio securities from and to use brokers and dealers who sell shares (including brokers that may be affiliates of the Funds or Sub-Adviser to the extent permitted by Section 3(c) hereof) who provide the Funds, Adviser's other clients, or Sub-Adviser's other clients Adviser with research, analysis, advice and similar services. The services to execute portfolio transactions, and the Sub-Adviser may pay to those brokers and dealers, in return for such brokerage and research and analysis, services a higher commission or spread than may be charged by other brokers and dealersbrokers, subject to the Sub-Adviser Adviser’s determining in good faith that such commission or spread is reasonable in terms either of the particular transaction or of the overall responsibility of the Adviser and the Sub-Adviser to the Funds Fund and their its other clients and that the total commissions or spreads paid by each the Fund will be reasonable in relation to the benefits to the Fund over the long term. In no instance will portfolio securities be purchased from or sold to the Sub-Adviser, or any affiliated person thereof, except in accordance with the applicable federal securities laws and the rules and regulations thereunder and any exemptive orders currently in effectthereunder. Whenever the Sub-Adviser simultaneously places orders to purchase or sell the same security on behalf of a the Fund and one or more other accounts advised by the Sub-Adviser, such the orders will be allocated as to price and amount among all such accounts in a manner believed to be equitable over time to each account. The Adviser recognizes that in some cases this procedure may adversely affect the results obtained for the Fund. (c) The Sub-Adviser will not execute without the prior written approval of the Adviser any portfolio transactions for the Fund Account with a broker which is (i) an affiliated person of the Trust, including the Adviser or any Sub-Adviser for any Fund of the Trust; (ii) a principal underwriter of the Fund's shares; or (iii) an affiliated person of such an affiliated person or principal underwriter. The Adviser agrees that it will provide the Sub-Adviser with a list of such brokers and dealers and will, from time to time, update such list as necessary. (d) The Sub-Adviser will maintain all required books and records required to be maintained pursuant to the 1940 Act and the rules and regulations promulgated thereunder with respect to actions by the securities transactions Sub-Adviser on behalf of the FundsFund, and will furnish the Board and the Adviser with such periodic and special reports as the Board or the Adviser reasonably may request. In compliance with the requirements of Rule 31a-3 under the 1940 Act, the Sub-Adviser hereby agrees that all records which that it maintains for the Adviser Fund are the property of the AdviserTrust, and agrees to preserve for the periods prescribed by applicable law Rule 31a-2 under the 1940 Act any records which that it maintains for the Adviser Trust and which that are required to be maintainedmaintained by Rule 31a-1 under the 1940 Act, and further agrees to surrender promptly to the Adviser Trust a complete set of any records which that it maintains for the Adviser Fund upon request by the Trust. (e) All transactions will be consummated by payment to or delivery by the custodian designated by the Trust (the “Custodian”), or such depositories or agents as may be designated by the Custodian in writing, of all cash and/or securities due to or from the Fund Account, and the Sub-Adviser shall not have possession or custody thereof. The Sub-Adviser shall advise the Custodian and confirm in writing to the Trust and to the Adviser or any other designated agent of the Fund all investment orders for the Fund Account placed by it with brokers and dealers at the time and in the manner set forth in Rule 31a-1 under the 1940 Act. For purposes of the foregoing sentence, communication to the Custodian via DTC is acceptable. The Trust shall issue to the Custodian such instructions as may be appropriate in connection with the settlement of any transaction initiated by the Sub-Adviser. The Trust shall be responsible for all custodial arrangements and the payment of all custodial charges and fees, and, upon giving proper instructions to the Custodian, the Sub-Adviser shall have no responsibility or liability with respect to custodial arrangements or the acts, omissions or other conduct of the Custodian, except that it shall be the responsibility of the Sub-Adviser to communicate it to the Adviser if the Custodian fails to confirm in writing proper execution of the instructions. (f) At such times as shall be reasonably requested by the Board or the Adviser, the Sub-Adviser will provide the Board and the Adviser with economic and investment analyses and reports as well as quarterly reports setting forth the performance of the Fund Account and make available to the Board and Adviser any economic, statistical and investment services that the Sub-Adviser normally makes available to its institutional or other customers. (g) In accordance with procedures adopted by the Board, as amended from time to time, the Sub-Adviser is responsible for assisting in the fair valuation of all portfolio securities and will use its reasonable efforts to arrange for the provision of valuation information or a price(s) from a party(ies) independent of the Sub-Adviser for each portfolio security for which the custodian does not obtain prices in the ordinary course of business from an automated pricing service.

Duties as Sub-Adviser. (a) Subject to the supervision of the TrustCompany's Board of Trustees Directors ("Board") and Adviser, the Sub-Adviser will provide a continuous investment program for each Fund, including investment research and management, with respect to all or a portion of the securities and investments and cash equivalents of the Fund (the "Sub-Advised Assets"), such Sub-Advised Assets to be determined by the AdviserFund. The Sub-Adviser will determine from time to time what securities and other investments will be purchased, retained or sold with respect to the Sub-Advised Assets of by each Fund, and the brokers and dealers through whom trades will be executed. (b) The Sub-Adviser agrees that, in placing orders with brokers and dealers, it will attempt to obtain the best net result in terms of price and execution. Consistent with this obligation, the Sub-Adviser may, in its discretion, purchase and sell portfolio securities from and to brokers and dealers who sell shares of the Funds or provide the Funds, Adviser's other clients, or Sub-Adviser's other clients with research, analysis, advice and similar services. The Sub-Adviser may pay to brokers and dealers, in return for such research and analysis, a higher commission or spread than may be charged by other brokers and dealers, subject to the Sub-Adviser determining in good faith that such commission or spread is reasonable in terms either of the particular transaction or of the overall responsibility of the Adviser and the Sub-Adviser to the Funds and their other clients and that the total commissions or spreads paid by each Fund will be reasonable in relation to the benefits to the Fund over the long term. In no instance will portfolio securities be purchased from or sold to the Sub-Adviser, or any affiliated person thereof, except in accordance with the applicable federal securities laws and the rules and regulations thereunder and any exemptive orders currently in effect. Whenever the Sub-Adviser simultaneously places orders to purchase or sell the same security on behalf of a Fund and one or more other accounts advised by the Sub-Adviser, such orders will be allocated as to price and amount among all such accounts in a manner believed to be equitable to each account. (c) The Sub-Adviser will maintain all required books and records with respect to the securities transactions of the Funds, and will furnish the Board and Adviser with such periodic and special reports as the Board or Adviser reasonably may request. In compliance with the requirements of Rule 31a-3 under the 1940 Act, the Sub-Adviser hereby agrees that all records which it maintains for the Adviser Company are the property of the AdviserCompany, and agrees to preserve for the periods prescribed by applicable law Rule 31a-2 under the 1940 Act any records which it maintains for the Adviser Company and which are required to be maintainedmaintained by Rule 31a-1 under the 1940 Act, and further agrees to surrender promptly to the Adviser Company any records which it maintains for the Adviser Company upon request by the AdviserCompany.

Duties as Sub-Adviser. (a) Subject to the supervision of and any guidelines adopted by the Trust's Board of Trustees (the "Board") and Adviser), the Sub-Adviser will provide a continuous investment program for each Fundthe Portfolio, including investment research and management, with respect to all or a portion of the securities and investments and cash equivalents of the Fund (the "Sub-Advised Assets"), such Sub-Advised Assets to be determined by the Adviser. The Sub-Adviser will determine from time to time what securities and other investments will be purchased, retained or sold with respect to by the Portfolio. The Sub-Advised Assets of each Fund, and the brokers and dealers through whom trades Adviser will be executedresponsible for placing purchase and sell orders for investments and for other related transactions. The Sub-Adviser will provide services under this Agreement in accordance with the Portfolio's investment objective, policies and restrictions as stated in the Portfolio's Registration Statement. (b) The Sub-Adviser agrees that, in placing orders with brokers and dealersbrokers, it will attempt to obtain the best net result in terms of price and execution. Consistent with this obligation; provided that, on behalf of the Portfolio, the Sub-Adviser may, in its discretion, purchase and sell portfolio securities from and to use brokers and dealers who sell shares of the Funds or provide the Funds, Adviser's other clients, or Sub-Adviser's other clients Adviser with research, analysis, advice and similar services. The services to execute portfolio transactions, and the Sub-Adviser may pay to those brokers and dealers, in return for such brokerage and research and analysis, services a higher commission or spread than may be charged by other brokers and dealersbrokers, subject to the Sub-Adviser Adviser's determining in good faith that such commission or spread is reasonable in terms either of the particular transaction or of the overall responsibility of the Adviser and the Sub-Adviser to the Funds Portfolio and their its other clients and that the total commissions or spreads paid by each Fund the Portfolio will be reasonable in relation to the benefits to the Fund Portfolio over the long term. In no instance will portfolio securities be purchased from or sold to the Sub-Adviser, or any affiliated person thereof, except in accordance with the applicable federal securities laws and the rules and regulations thereunder thereunder. The Sub-Adviser may aggregate sales and any exemptive purchase orders currently in effectof the assets of the Portfolio with similar orders being made simultaneously for other accounts advised by the Sub-Adviser or its affiliates. Whenever the Sub-Adviser simultaneously places orders to purchase or sell the same security on behalf of a Fund the Portfolio and one or more other accounts advised by the Sub-Adviser, such the orders will be allocated as to price and amount among all such accounts in a manner believed to be equitable over time to each account. Xxxxxxxx Xxxxxxxx recognizes that in some cases this procedure may adversely affect the results obtained for the Portfolio. (c) The Sub-Adviser will maintain all required books and records required to be maintained by the Sub-Adviser pursuant to the 1940 Act and the rules and regulations promulgated thereunder with respect to transactions by the securities transactions Sub-Adviser on behalf of the FundsPortfolio, and will furnish the Board and Adviser Xxxxxxxx Xxxxxxxx with such periodic and special reports as the Board or Adviser Xxxxxxxx Xxxxxxxx reasonably may request. In compliance with the requirements of Rule 31a-3 under the 1940 Act, the Sub-Adviser hereby agrees that all records which it maintains for the Adviser Portfolio are the property of the AdviserTrust, and agrees to preserve for the periods prescribed by applicable law Rule 31a-2 under the 1940 Act any records which it maintains for the Adviser Portfolio and which are required to be maintainedmaintained by Rule 31a-1 under the 1940 Act, and further agrees to surrender promptly to the Adviser Trust any records which it maintains for the Adviser Portfolio upon request by the Trust. (d) At such times as shall be reasonably requested by the Board or Xxxxxxxx Xxxxxxxx, the Sub-Adviser will provide the Board and Xxxxxxxx Xxxxxxxx with economic and investment analyses and reports as well as quarterly reports setting forth the Portfolio's performance and make available to the Board and Xxxxxxxx Xxxxxxxx any economic, statistical and investment services normally available to institutional or other customers of the Sub-Adviser. (e) In accordance with procedures adopted by the Board, as amended from time to time, the Sub-Adviser is responsible for assisting in the fair valuation of all portfolio securities and will use its reasonable efforts to arrange for the provision of a price(s) from a party(ies) independent of the Sub-Adviser for each portfolio security for which the custodian does not obtain prices in the ordinary course of business from an automated pricing service.

Duties as Sub-Adviser. (a) Subject to the supervision of the TrustFund's Board of Trustees ("Board") and Adviser, the Sub-Adviser will provide a continuous investment program for each the Fund, including investment research and management, with respect to all or a portion of the securities and investments and cash equivalents of the Fund (the "Sub-Advised Assets"), such Sub-Advised Assets to be determined by the AdviserFund. The Sub-Adviser will determine from time to time what securities and other investments will be purchased, retained or sold with respect to by the Sub-Advised Assets of each Fund, and the brokers and dealers through whom trades will be executed. (b) The Sub-Adviser agrees that, in placing orders with brokers and dealers, it will attempt to obtain the best net result results in terms of price and execution. Consistent with this obligation, the Sub-Adviser may, in its discretion, purchase and sell portfolio securities from and to brokers and dealers who sell shares of the Funds or provide the FundsFund's, Adviser's other clients's, or Sub-Adviser's other clients with research, analysis, advice and similar services. The Sub-Adviser may pay to brokers and dealerspay, in return for such research and analysis, a higher commission or spread than may be charged by other brokers and dealers, subject to the Sub-Adviser Adviser's determining in good faith that such commission or spread is reasonable in terms either of the particular transaction or of the overall responsibility of the Adviser and the Sub-Adviser to the Funds Fund and their its other clients and that the total commissions or spreads paid by each the Fund will be reasonable in relation to the benefits to the Fund over the long term. In no instance will portfolio securities be purchased from or sold to the Sub-Adviser, or any affiliated person thereof, except in accordance with the applicable federal securities laws and the rules and regulations thereunder and any exemptive orders currently in effect. Whenever the Sub-Adviser simultaneously places orders to purchase or sell the same security on behalf of a the Fund and one or more other accounts advised by the Sub-Adviser, such orders will be allocated as to price and amount among all such accounts in a manner believed to be equitable to each account. The Fund recognizes that in some cases this procedure may adversely affect the results obtained for the Fund. (c) The Sub-Adviser will maintain all required books and records with respect to the securities transactions of the FundsFund, and will furnish the Board and Adviser with such periodic and special reports as the Board or Adviser reasonably may request. In compliance with the requirements of Rule 31a-3 under the 1940 Act, the Sub-Adviser hereby agrees that all records which it maintains for the Adviser Fund are the property of the AdviserFund, and agrees to preserve for the periods prescribed by applicable law Rule 31a-2 under the 1940 Act any records which it maintains for the Adviser Fund and which are required to be maintainedmaintained by Rule 31a-1 under the 1940 Act, and further agrees to surrender promptly to the Adviser Fund any records which it maintains for the Adviser Fund upon request by the AdviserFund.

Duties as Sub-Adviser. (a) Subject to the supervision and direction of the Trust's Board of Trustees ("Board") and Adviserreview by Xxxxxxxx Xxxxxxxx, and any written guidelines adopted by the Board or Xxxxxxxx Xxxxxxxx, the Sub-Adviser will provide a continuous investment program for each with respect to the international segment of the Fund's investments, including investment research and management, with respect management to all or a portion of the securities and investments and cash equivalents in the Fund allocated by Xxxxxxxx Xxxxxxxx to the international segment of the Fund (the "Sub-Advised Assets"), such Sub-Advised Assets to be determined by the AdviserFund's investments. The Sub-Adviser will determine from time to time what securities and other investments will be purchased, retained or sold by the Fund in the international segment of the Fund's investments. The Sub-Adviser will be responsible for placing purchase and sell orders for investments and for other related transactions with respect to the international segment of the Fund's investments. The Sub-Advised Assets of each Adviser will provide services under this Contract in accordance with the Fund's investment objective, policies and restrictions as stated in the Trust's currently effective registration statement under the 1940 Act, and the brokers and dealers through whom trades will be executedany amendments or supplements thereto ("Registration Statement"). (b) The Sub-Adviser agrees that, in placing orders with brokers and dealersbrokers, it will attempt to obtain the best net result in terms of price and execution. Consistent with this obligation; provided that, on behalf of the Fund, the Sub-Adviser may, in its discretion, purchase and sell portfolio securities from and to use brokers and dealers who sell shares of the Funds or provide the Funds, Adviser's other clients, or Sub-Adviser's other clients Adviser with research, analysis, advice and similar services. The services to execute portfolio transactions, and the Sub-Adviser may pay to those brokers and dealers, in return for such brokerage and research and analysis, services a higher commission or spread than may be charged by other brokers and dealersbrokers, subject to the Sub-Adviser Adviser's determining in good faith that such commission or spread is reasonable in terms either of the particular transaction or of the overall responsibility of the Adviser and the Sub-Adviser to the Funds Fund and their its other clients and that the total commissions or spreads paid by each the Fund will be reasonable in relation to the benefits to the Fund over the long term. In no instance will portfolio securities be purchased from or sold to the Sub-Adviser, or any affiliated person thereof, except in accordance with the applicable federal securities laws and the rules and regulations thereunder and any exemptive orders currently in effectthereunder. Whenever the Sub-Adviser simultaneously places orders to purchase or sell the same security on behalf of a the Fund and one or more other accounts advised by the Sub-Adviser, such the orders will be allocated as to price and amount among all such accounts in a manner believed to be equitable over time to each account. Xxxxxxxx Xxxxxxxx recognizes that in some cases this procedure may adversely affect the results obtained for the Fund. (c) The Sub-Adviser will maintain all required books and records required to be maintained pursuant to the 1940 Act and the rules and regulations promulgated thereunder with respect to actions by the securities transactions Sub-Adviser on behalf of the FundsFund, and will furnish the Board and Adviser Xxxxxxxx Xxxxxxxx with such periodic and special reports as the Board or Adviser Xxxxxxxx Xxxxxxxx reasonably may request. In compliance with the requirements of Rule 31a-3 under the 1940 Act, the Sub-Adviser hereby agrees that all records which that it maintains for the Adviser Fund are the property of the AdviserTrust, and agrees to preserve for the periods prescribed by applicable law Rule 31a-2 under the 1940 Act any records which that it maintains for the Adviser Trust and which that are required to be maintainedmaintained by Rule 31a-1 under the 1940 Act, and further agrees to surrender promptly to the Adviser Trust any records which that it maintains for the Adviser Fund upon request by the AdviserTrust. (d) At such times as shall be reasonably requested by the Board or Xxxxxxxx Xxxxxxxx, the Sub-Adviser will provide the Board and Xxxxxxxx Xxxxxxxx with economic and investment analyses and reports as well as quarterly reports setting forth the performance of the international segment of the Fund's investments and make available to the Board and Xxxxxxxx Xxxxxxxx any economic, statistical and investment services that the Sub-Adviser normally makes available to its institutional or other customers. (e) In accordance with procedures adopted by the Board, as amended from time to time, the Sub-Adviser is responsible for assisting in the fair valuation of all portfolio securities and will use its reasonable efforts to arrange for the provision of a price(s) from a party(ies) independent of the Sub-Adviser for each portfolio security for which the custodian does not obtain prices in the ordinary course of business from an automated pricing service.

Duties as Sub-Adviser. (a) Subject to the supervision and direction of the Trust's Board of Trustees (the "Board") and Adviserreview by Xxxxxxxx Xxxxxxxx, and any written guidelines adopted by the Board or Xxxxxxxx Xxxxxxxx, the Sub-Adviser will provide a continuous investment program for each Fundall or a designated portion of the assets ("Segment") of the Portfolio, including investment research and management, discretionary management with respect to all or a portion of the securities and investments and cash equivalents of in the Fund (the "Sub-Advised Assets"), such Sub-Advised Assets to be determined by the AdviserPortfolio or Segment. The Sub-Adviser will determine from time to time what securities and other investments will be purchased, retained or sold with respect to by the Portfolio or Segment. The Sub-Advised Assets Adviser will be responsible for placing purchase and sell orders for investments and for other related transactions for the Portfolio or Segment. The Sub-Adviser will be responsible for voting proxies of each Fundissuers of securities held by the Portfolio or Segment. The Sub-Adviser will provide services under this Agreement in accordance with the Portfolio's investment objective, policies and restrictions as stated in the Trust's currently effective registration statement under the 1940 Act, and the brokers and dealers through whom trades will be executedany amendments or supplements thereto ("Registration Statement"). (b) The Sub-Adviser agrees that, in placing orders with brokers and dealersbrokers, it will attempt to obtain the best net result in terms of price and execution. Consistent with this obligation; provided that, on behalf of the Portfolio or Segment, the Sub-Adviser may, in its discretion, purchase and sell portfolio securities from and to use brokers and dealers who sell shares of the Funds or that provide the Funds, Adviser's other clients, or Sub-Adviser's other clients Adviser with research, analysis, advice and similar services. The services to execute portfolio transactions on behalf of the Portfolio, and the Sub-Adviser may pay to those brokers and dealers, in return for such brokerage and research and analysis, services a higher commission or spread than may be charged by other brokers and dealersbrokers, subject to the Sub-Adviser determining Adviser's determination in good faith that such commission or spread is reasonable in terms either of the particular transaction or of the overall responsibility of the Adviser and the Sub-Adviser to the Funds Portfolio or Segment and their its other clients and that the total commissions or spreads paid by each Fund the Portfolio or Segment will be reasonable in relation to the benefits to the Fund Portfolio or Segment over the long term. In no instance will portfolio securities be purchased from or sold to Xxxxxxxx Xxxxxxxx or the Sub-Adviser, or any affiliated person thereof, except in accordance with the applicable federal securities laws and the rules and regulations thereunder thereunder. The Sub-Adviser may aggregate sales and any exemptive purchase orders currently in effectwith respect to the assets of the Portfolio or Segment with similar orders being made simultaneously for other accounts advised by the Sub-Adviser or its affiliates. Whenever the Sub-Adviser simultaneously places orders to purchase or sell the same security on behalf of a Fund the Portfolio or Segment and one or more other accounts advised by the Sub-Adviser, such the orders will be allocated as to price and amount among all such accounts in a manner believed by the Sub-Adviser to be equitable over time to each account. Xxxxxxxx Xxxxxxxx recognizes that in some cases this procedure may adversely affect the results obtained for the Portfolio or Segment. (c) The Sub-Adviser will maintain all required books and records required to be maintained pursuant to the 1940 Act and the rules and regulations promulgated thereunder with respect to transactions by the securities transactions Sub-Adviser on behalf of the FundsPortfolio or Segment, and will furnish the Board and Adviser Xxxxxxxx Xxxxxxxx with such periodic and special reports as the Board or Adviser Xxxxxxxx Xxxxxxxx reasonably may request. In compliance with the requirements of Rule 31a-3 under the 1940 Act, the Sub-Adviser hereby agrees that all records which it maintains for the Adviser Portfolio are the property of the AdviserTrust, and agrees to preserve for the periods prescribed by applicable law Rule 31a-2 under the 1940 Act any records which that it maintains for the Adviser Portfolio and which that are required to be maintainedmaintained by Rule 31a-1 under the 1940 Act, and further agrees to surrender promptly to the Adviser Trust any records which it maintains for the Adviser Portfolio upon request by the AdviserTrust. (d) At such times as shall be reasonably requested by the Board or Xxxxxxxx Xxxxxxxx, the Sub-Adviser will provide the Board and Xxxxxxxx Xxxxxxxx with economic and investment analyses and reports as well as quarterly reports setting forth the performance of the Portfolio or Segment and make available to the Board and Xxxxxxxx Xxxxxxxx any economic, statistical and investment services that the Sub-Adviser normally makes generally available to its institutional or other customers. (e) In accordance with procedures adopted by the Board, as amended from time to time, the Sub-Adviser is responsible for assisting in the fair valuation of all portfolio securities in the Portfolio or Segment and will use its reasonable efforts to arrange for the provision of a price or prices from one or more parties independent of the Sub-Adviser for each portfolio security for which the custodian does not obtain prices in the ordinary course of business from an automated pricing service.

Duties as Sub-Adviser. (a) Subject to the supervision of the TrustCompany's Board of Trustees ("Board") and Adviser, the Sub-Adviser will provide a continuous investment program for each the Fund, including investment research and management, with respect to all or a portion of the securities and investments and cash equivalents of the Fund (the "Sub-Advised Assets"), such Sub-Advised Assets to be determined by the AdviserFund. The Sub-Adviser will determine from time to time what securities and other investments will be purchased, retained or sold with respect to by the Sub-Advised Assets of each Fund, and the brokers and dealers through whom trades will be executed. (b) The Sub-Adviser agrees that, in placing orders with brokers and dealers, it will attempt to obtain the best net result in terms of price and execution. Consistent with this obligation, the Sub-Adviser may, in its discretion, purchase and sell portfolio securities from and to brokers and dealers who sell shares of the Funds Fund or provide the FundsFund, Adviser's other clients, or Sub-Adviser's other clients with research, analysis, advice and similar services. The Sub-Adviser may pay to brokers and dealers, in return for such research and analysis, a higher commission or spread than may be charged by other brokers and dealers, subject to the Sub-Adviser determining in good faith that such commission or spread is reasonable in terms either of the particular transaction or of the overall responsibility of the Adviser and the Sub-Adviser to the Funds Fund and their other clients and that the total commissions or spreads paid by each the Fund will be reasonable in relation to the benefits to the Fund over the long term. In no instance will portfolio securities be purchased from or sold to the Sub-Adviser, or any affiliated person thereof, except in accordance with the applicable federal securities laws and the rules and regulations thereunder and any exemptive orders currently in effect. Whenever the Sub-Adviser simultaneously places orders to purchase or sell the same security on behalf of a the Fund and one or more other accounts advised by the Sub-Adviser, such orders will be allocated as to price and amount among all such accounts in a manner believed to be equitable to each account. (c) The Sub-Adviser will maintain all required books and records with respect to the securities transactions of the FundsFund, and will furnish the Board and Adviser with such periodic and special reports as the Board or Adviser reasonably may request. In compliance with the requirements of Rule 31a-3 under the 1940 Act, the Sub-Adviser hereby agrees that all records which it maintains for the Adviser Company are the property of the AdviserCompany, and agrees to preserve for the periods prescribed by applicable law Rule 31a-2 under the 1940 Act any records which it maintains for the Adviser Company and which are required to be maintainedmaintained by Rule 31a-1 under the 1940 Act, and further agrees to surrender promptly to the Adviser Company any records which it maintains for the Adviser Company upon request by the AdviserCompany.

Duties as Sub-Adviser. (a) Subject to the supervision of the TrustCompany's Board of Trustees ("Board") and Adviser, the Sub-Adviser will provide a continuous investment program for each Fund, including investment research and management, with respect to all or a portion of the securities and investments and cash equivalents of the Fund (the "Sub-Advised Assets"), such Sub-Advised Assets to be determined by the Adviser. The Sub-Adviser will determine from time to time what securities and other investments will be purchased, retained or sold with respect to the Sub-Advised Assets of each Fund, and the brokers and dealers through whom trades will be executed. (b) The Sub-Adviser agrees that, in placing orders with brokers and dealers, it will attempt to obtain the best net result in terms of price and execution. Consistent with this obligation, the Sub-Adviser may, in its discretion, purchase and sell portfolio securities from and to brokers and dealers who sell shares of the Funds or provide the Funds, Adviser's other clients, or Sub-Adviser's other clients with research, analysis, advice and similar services. The Sub-Adviser may pay to brokers and dealers, in return for such research and analysis, a higher commission or spread than may be charged by other brokers and dealers, subject to the Sub-Adviser determining in good faith that such commission or spread is reasonable in terms either of the particular transaction or of the overall responsibility of the Adviser and the Sub-Adviser to the Funds and their other clients and that the total commissions or spreads paid by each Fund will be reasonable in relation to the benefits to the Fund over the long term. In no instance will portfolio securities be purchased from or sold to the Sub-Adviser, or any affiliated person thereof, except in accordance with the applicable securities laws and the rules and regulations thereunder and any exemptive orders currently in effect. Whenever the Sub-Adviser simultaneously places orders to purchase or sell the same security on behalf of a Fund and one or more other accounts advised by the Sub-Adviser, such orders will be allocated as to price and amount among all such accounts in a manner believed to be equitable to each account. (c) The Sub-Adviser will maintain all required books and records with respect to the securities transactions of the Funds, and will furnish the Board and Adviser with such periodic and special reports as the Board or Adviser reasonably may request. Sub-Adviser hereby agrees that all records which it maintains for the Adviser are the property of the Adviser, and agrees to preserve for the periods prescribed by applicable law any records which it maintains for the Adviser and which are required to be maintained, and further agrees to surrender promptly to the Adviser any records which it maintains for the Adviser upon request by the Adviser.

Duties as Sub-Adviser. (a) Subject to the oversight and supervision of GEAM and the Trust's Board of Trustees of the Trust ("the “Board") and Adviser”), the Sub-Adviser will provide a continuous investment program for each Fundthe Fund with respect to the Sub-Adviser’s Allocated Assets, including investment research and management, with respect to all or a portion of the securities and investments and cash equivalents of the Fund (the "Sub-Advised Assets"), such Sub-Advised Assets to be determined by the Adviser. The Sub-Adviser will determine from time to time what securities and other investments will be purchased, retained or sold by the Fund with respect to such Allocated Assets. The Sub-Adviser will be responsible for placing purchase and sell orders for the Allocated Assets. The Sub-Adviser will consult with GEAM from time to time regarding matters pertaining to the Fund, including market strategy and portfolio characteristics. The Sub-Adviser will provide services under this Agreement in accordance with the Fund’s investment objective, policies and restrictions as stated in the Registration Statement, the Constituent Documents (as defined below), the Investment Guidelines (as defined below), and applicable law. In this connection and in connection with the further duties set forth in this Section 2 as provided below, the Sub-Adviser shall provide GEAM and the Board with such periodic reports and documentation as GEAM or the Board shall reasonably request regarding the Sub-Adviser’s management of the Fund’s Allocated Assets, compliance with applicable laws and rules and the Registration Statement (as defined below) and all requirements hereunder. The Sub-Adviser acknowledges that copies of the Trust’s current registration statement on Form N-1A and any amendments or supplements thereto (“Registration Statement”), and the Trust’s Agreement and Declaration of Trust and By-Laws, if any, (“Constituent Documents”), each as currently in effect, have been delivered to the Sub-Advised Assets of each Fund, and the brokers and dealers through whom trades will be executedAdviser. (b) The Sub-Adviser agrees thatshall carry out its responsibilities under this Agreement in compliance with: (i) the Fund’s investment objective, policies and restrictions as set forth in placing orders the Registration Statement, (ii) the Constituent Documents, (iii) all investment guidelines, policies, procedures or directives of the Trust or GEAM as provided to the Sub-Adviser (“Investment Guidelines”), (iv) the 1940 Act and the rules promulgated thereunder, (v) the Investment Advisers Act of 1940, as amended (“Advisers Act”), and the rules promulgated thereunder, and (vi) other applicable federal and state laws and related regulations. To the extent that the Investment Guidelines applicable to the Sub-Adviser’s Allocated Assets is inconsistent with brokers and dealers, it will attempt the investment restrictions applicable to obtain the best net result Fund’s total assets as set forth in terms of price and execution. Consistent with this obligationthe Registration Statement, the Sub-Adviser mayshall comply with the policies, procedures and directives as set forth in its discretionthe Investment Guidelines. GEAM shall promptly notify the Sub-Adviser of changes to (i), (ii) or (iii) above and shall consult with Sub-Adviser before making any changes relating solely to the Fund’s investment objective, policies and restrictions as set forth in the Registration Statement, as well as to the policies, procedures and directives set forth in the Investment Guidelines. In particular, the Sub-Adviser shall take all actions necessary with respect to the Allocated Assets, as if they were the Fund itself, to ensure that the Allocated Assets, if they were the Fund, would: (A) satisfy the asset diversification requirements set forth under Section 851(b)(3) of sub-chapter M of the Internal Revenue Code of 1986, as amended (“Code”), and the Treasury Regulations thereunder (“Regulations”), (B) satisfy the gross income qualification requirements as set forth under Section 851(b)(2) of the Code and Regulations, and (C) comply with the diversification requirements of Section 817(h) of the Code and Regulations [as these apply to separate accounts through which variable life insurance contracts and variable annuity contracts are issued]. (c) The Sub-Adviser shall take all actions which it considers necessary to implement the investment objectives and policies of the Fund, and in particular, to place all orders for the purchase or sale of securities or other investments for the Fund’s Allocated Assets with brokers or dealers selected by it. For that limited purpose, the Sub-Adviser is authorized as the agent of the Trust to give instructions to the Trust’s custodian(s) as to deliveries of securities or other investments and payments of cash for the account of the Fund. In connection with the selection of brokers or dealers and the placing of purchase and sell portfolio securities from sale orders with respect to investments of the Fund, the Sub-Adviser is directed at all times to seek to obtain best execution and price within the policy guidelines determined by the Board. In addition to seeking the best price and execution, to the extent covered by Section 28(e) of the Securities Exchange Act of 1934, as amended (the “1934 Act”), and applicable guidance of the Securities and Exchange Commission (the “SEC”), the Sub-Adviser is also authorized to take into consideration other relevant factors which may include, without limitation: (i) the execution capabilities of such brokers and dealers, (ii) research, brokerage and other services provided by brokers and dealers who sell shares which the Sub-Adviser believes will enhance its general portfolio management capabilities, (iii) the size of the Funds transaction, (vi) the difficulty of execution, (v) the operational facilities of such brokers and dealers, (vi) the risk to such a broker or provide dealer of positioning a block of securities, and (vii) the Funds, Adviser's other clients, or Sub-Adviser's other clients with research, analysis, advice overall quality of brokerage and similar servicesresearch services provided by such brokers and dealers. The Sub-Adviser may pay is also authorized to brokers and dealerseffect individual securities transactions at commission rates in excess of the minimum commission rates available, in return for such research and analysis, a higher commission or spread than may be charged by other brokers and dealers, subject to the Sub-Adviser determining if it determines in good faith that such amount of commission or spread is reasonable in terms either of the particular transaction or of the overall responsibility of the Adviser and the Sub-Adviser to the Funds and their other clients and that the total commissions or spreads paid by each Fund will be reasonable in relation to the benefits to value of the Fund over the long term. In no instance will portfolio securities be purchased from brokerage and research services provided by such broker or sold to dealer, viewed in terms of either that particular transaction or the Sub-Adviser’s overall responsibilities with respect to the Fund. The policies with respect to brokerage allocation, or any affiliated person thereofdetermined from time to time by the Board, except are those disclosed in accordance the Registration Statement. The Sub-Adviser will periodically evaluate the statistical data, research and other investment services provided to it by brokers and dealers. Such services may be used by the Sub-Adviser in connection with the applicable securities laws and the rules and regulations thereunder and any exemptive orders currently performance of its obligations under this Agreement or in effectconnection with other advisory or investment operations including using such information in managing its own accounts. Whenever the Sub-Adviser simultaneously places orders to purchase or sell the same security on behalf of a the Fund and one or more other accounts advised by the Sub-Adviser, such the orders will be allocated as to price and amount among all such accounts in a manner believed to be equitable by the Sub-Adviser to each accountaccount and otherwise in accordance with the Sub-Adviser’s procedures approved by the Board. (cd) Only with prior written consent from GEAM and subject to: (i) the requirement that the Sub-Adviser seek to obtain best execution and price within the policy guidelines determined by the Board and set forth in the Registration Statement, (ii) the provisions of the 1940 Act and the Advisers Act, (iii) the provisions of the 1934 Act, and (iv) other applicable provisions of law, the Sub-Adviser or an affiliated person of the Sub-Adviser or of GEAM may act as broker for the Fund in connection with the purchase or sale of securities or other investments for the Fund. Such brokerage services are not within the scope of the duties of the Sub-Adviser under this Agreement. Subject to the requirements of applicable law and any procedures adopted by the Board, the Sub-Adviser or its affiliated persons may receive brokerage commissions, fees or other remuneration from the Fund or the Trust for such services in addition to the Sub-Adviser’s fees for services under this Agreement. (e) The Sub-Adviser shall maintain, in the form and for the periods required by Rule 31a-2 under the 1940 Act, all records relating to the Fund’s investments that are required to be maintained by the Trust pursuant to the requirements of Rule 31a-1 under the 1940 Act. The Sub-Adviser agrees that all books and records which it maintains for the Fund or the Trust are the property of the Trust and further agrees to surrender the same to GEAM or the Trust upon GEAM’s or the Trust’s request (provided, however, that Sub-Adviser may retain copies of such records). The Sub-Adviser agrees to furnish the Board and GEAM with such periodic and special reports regarding the Fund’s investments and records relating to the same as the Board or GEAM reasonably may request. Further, the Sub-Adviser shall permit the books and records maintained with respect to the Fund to be inspected and audited by the Trust, GEAM or their respective agents at all reasonable times during normal business hours upon reasonable notice. (f) At such times as shall reasonably be requested, the Sub-Adviser will provide to the Board and GEAM economic and investment analyses and reports, information required in the Registration Statement and information necessary for GEAM and the Board to review the Fund or discuss the management of it. The Sub-Adviser will provide quarterly reports setting forth the Fund’s performance with respect to the Allocated Assets and the Sub-Adviser’s private account composite performance and will complete on a quarterly basis the checklist provided to it by GEAM regarding the Fund’s investments and transactions. The Sub-Adviser shall make available to the Board and GEAM any economic, statistical and investment services normally available to institutional or other customers of the Sub-Adviser. The Sub-Adviser will make available its officers and employees to meet with the Board on reasonable notice to review the Fund’s investments. (g) In accordance with procedures adopted by the Board, as amended from time to time, the Sub-Adviser is responsible for assisting the Board in determining the fair valuation of any illiquid portfolio securities held within the Allocated Assets and will assist the Trust’s accounting services agent or GEAM to obtain independent sources of market value for all other portfolio securities. Further, the Sub-Adviser shall be responsible to ensure that the Fund and/or GEAM is promptly notified of any and all instances in which the Sub-Adviser knows or should have reason to know that the available price or value of a portfolio security does not represent the fair value of the instrument, or that there is no price or value available from any source with respect to a particular instrument and that such instrument should accordingly be subject to a fair valuation determination in accordance with procedures adopted by the Board, as amended from time to time. (h) At such times as shall be reasonably requested by GEAM, the Sub-Adviser shall review and certify in writing that the information stated in the Trust’s Registration Statement relating to the Sub-Adviser, its management of the Fund with respect to the Allocated Assets, including investment objectives, strategies and related risks, and its performance history is true, correct and complete to the best of its knowledge. (i) The Sub-Adviser will maintain all required books and records with respect to the securities transactions promptly notify GEAM of any change of control of the FundsSub-Adviser, including any change of its general partners or 25% shareholders or members, as applicable, and will furnish any changes in the Board and Adviser with key personnel of the Sub-Adviser, including without limitation, any change in the portfolio management personnel responsible for the Allocated Assets of the Fund, in each case prior to or promptly after such periodic and special reports as change. Notwithstanding the Board or Adviser reasonably may request. foregoing, the Sub-Adviser hereby agrees will promptly notify GEAM of any existing agreement, or upon entering into any agreement, that all records which it maintains for the Adviser are the property may result in a change of control of the Sub-Adviser, including without limitation the retention of an agent to assist in the sale of all, or a significant portion, of the business of the Sub-Adviser. (j) The Sub-Adviser will calculate its private account composite performance in compliance with the Global Investment Performance Standards of the CFA Institute Centre for Financial Market Integrity and agrees to preserve for such performance will be reviewed at least annually by an independent accounting firm. (k) Unless GEAM gives the periods prescribed by applicable law any records which it maintains for the Sub-Adviser and which are required to be maintained, and further agrees to surrender promptly written instructions to the contrary, the Sub-Adviser shall, in a prudent and diligent manner, vote proxies in the best interests of shareholders as may be necessary or advisable in connection with any records which it maintains for the Adviser upon request by the Advisermatters submitted to a vote of shareholders and shall provide GEAM with its proxy voting procedures and guidelines and any amendments thereto.

Duties as Sub-Adviser. (a) Subject to the supervision of the TrustCompany's Board of Trustees ("Board") and Adviser, the Sub-Adviser will provide a continuous investment program for each Fundthe Company, including investment research and management, with respect to all or a portion of the securities and investments and cash equivalents of the Fund (the "Sub-Advised Assets"), such Sub-Advised Assets to be determined by the AdviserCompany. The Sub-Adviser will determine from time to time what securities and other investments will be purchased, retained or sold with respect to by the Sub-Advised Assets of each FundCompany, and the brokers and dealers through whom trades will be executed. (b) The Sub-Adviser agrees that, in placing orders with brokers and dealers, it will attempt to obtain the best net result in terms of price and execution. Consistent with this obligation, the Sub-Adviser may, in its discretion, purchase and sell portfolio securities from and to brokers and dealers who sell shares of the Funds Company or provide the FundsCompany, Adviser's other clients, or Sub-Adviser's other clients with research, analysis, advice and similar services. The Sub-Adviser may pay to brokers and dealers, in return for such research and analysis, a higher commission or spread than may be charged by other brokers and dealers, subject to the Sub-Adviser determining in good faith that such commission or spread is reasonable in terms either of the particular transaction or of the overall responsibility of the Adviser and the Sub-Adviser to the Funds Company and their other clients and that the total commissions or spreads paid by each Fund the Company will be reasonable in relation to the benefits to the Fund Company over the long term. In no instance will portfolio securities be purchased from or sold to the Sub-Adviser, or any affiliated person thereof, except in accordance with the applicable federal securities laws and the rules and regulations thereunder and any exemptive orders currently in effect. Whenever the Sub-Adviser simultaneously places orders to purchase or sell the same security on behalf of a Fund the Company and one or more other accounts advised by the Sub-Adviser, such orders will be allocated as to price and amount among all such accounts in a manner believed to be equitable to each account. (c) The Sub-Adviser will maintain all required books and records with respect to the securities transactions of the FundsCompany, and will furnish the Board and Adviser with such periodic and special reports as the Board or Adviser reasonably may request. In compliance with the requirements of Rule 31a-3 under the 1940 Act, the Sub-Adviser hereby agrees that all records which it maintains for the Adviser Company are the property of the AdviserCompany, and agrees to preserve for the periods prescribed by applicable law Rule 31a-2 under the 1940 Act any records which it maintains for the Adviser Company and which are required to be maintainedmaintained by Rule 31a-1 under the 1940 Act, and further agrees to surrender promptly to the Adviser Company any records which it maintains for the Adviser Company upon request by the AdviserCompany.

Duties as Sub-Adviser. (a) Subject to the supervision of the Trust's Board of Trustees ("Board") and the Adviser, the Sub-Adviser will provide a continuous investment program for each the Fund, including investment research and management, with respect to all or a portion of the securities and investments and cash equivalents of the Fund (the "Sub-Advised Assets"), such Sub-Advised Assets to be determined by the Adviser. The Sub-Adviser will determine from time to time what securities and other investments will be purchased, retained or sold with respect to the Sub-Advised Assets of each the Fund, and the brokers and dealers through whom trades will be executed. (b) The Sub-Adviser agrees that, in placing orders with brokers and dealers, it will attempt to obtain the best net result in terms of price and execution. Consistent with this obligation, the Sub-Adviser may, in its discretion, purchase and sell portfolio securities from and to brokers and dealers who sell shares of the Funds Fund or provide the FundsFund, the Adviser's other clients, or the Sub-Adviser's other clients with research, analysis, advice and similar services. The Sub-Adviser may pay to brokers and dealers, in return for such research and analysis, a higher commission or spread than may be charged by other brokers and dealers, subject to the Sub-Adviser determining in good faith that such commission or spread is reasonable in terms either of the particular transaction or of the overall responsibility of the Adviser and the Sub-Adviser to the Funds Fund and their other clients and that the total commissions or spreads paid by each the Fund will be reasonable in relation to the benefits to the Fund over the long term. In no instance will portfolio securities be purchased from or sold to the Sub-Adviser, or any affiliated person thereof, except in accordance with the applicable securities laws and the rules and regulations thereunder and any exemptive orders currently in effect. Whenever the Sub-Adviser simultaneously places orders to purchase or sell the same security on behalf of a the Fund and one or more other accounts advised by the Sub-Adviser, such orders will be allocated as to price and amount among all such accounts in a manner believed to be equitable to each account. (c) The Sub-Adviser will maintain all required books and records with respect to the securities transactions of the FundsFund, and will furnish the Board and the Adviser with such periodic and special reports as the Board or the Adviser reasonably may request. Sub-Adviser hereby agrees that all records which it maintains for the Adviser are the property of the Adviser, and agrees to preserve for the periods prescribed by applicable law any records which it maintains for the Adviser and which are required to be maintained, and further agrees to surrender promptly to the Adviser any records which it maintains for the Adviser upon request by the Adviser.

Duties as Sub-Adviser. (a) Subject to the supervision and direction of the Trust's Board of Trustees and review by Xxxxxxxx Xxxxxxxx, and any written guidelines adopted by the Board or Xxxxxxxx Xxxxxxxx ("Board") and Adviserany such guidelines will be attached hereto as Schedule A), the Sub-Adviser will provide a continuous investment program for each Fundall or a designated portion of the assets ("Segment") of the Portfolio, including investment research and management, discretionary management with respect to all or a portion of the securities and investments and cash equivalents of in the Fund (the "Sub-Advised Assets"), such Sub-Advised Assets to be determined by the AdviserPortfolio or Segment. The Sub-Adviser will determine from time to time what securities and other investments will be purchased, retained or sold with respect to by the Portfolio or Segment. Xxxxxxxx Xxxxxxxx acknowledges that the Sub-Advised Assets Adviser may consult with its affiliates in connection with providing such investment program, while retaining the responsibility for making investment decisions on behalf of each Fundthe Portfolio. The Sub-Adviser will be responsible for placing purchase and sell orders for investments and for other related transactions for the Portfolio or Segment. The Sub-Adviser has authority to review and execute all industry agreements with banks, brokers, dealers and other financial intermediaries necessary to perform its duties under this Agreement. The Sub-Adviser understands that the Portfolio's assets need to be managed so as to permit the Portfolio to qualify or to continue to qualify as a regulated investment company under Subchapter M of the Internal Revenue Code, as amended ("Code"). The Sub-Adviser will provide services under this Agreement in accordance with the Portfolio's investment objective, policies and restrictions as stated in the Trust's currently effective registration statement under the 1940 Act, and the brokers and dealers through whom trades will be executedany amendments or supplements thereto ("Registration Statement"). (b) The Sub-Adviser agrees that, in placing orders with brokers and dealersbrokers, it will attempt to obtain the best net result in terms of price and execution. Consistent with this obligation; provided that, on behalf of the Portfolio, the Sub-Adviser may, in its discretion, purchase and sell portfolio securities from and to use brokers and dealers who sell shares of the Funds or that provide the Funds, Adviser's other clients, or Sub-Adviser's other clients Adviser with research, analysis, advice and similar services. The services to execute portfolio transactions on behalf of the Portfolio, and the Sub-Adviser may pay to those brokers and dealers, in return for such brokerage and research and analysis, services a higher commission or spread than may be charged by other brokers and dealersbrokers, subject to the Sub-Adviser determining Adviser's determination in good faith that such commission or spread is reasonable in terms either of the particular transaction or of the overall responsibility of the Adviser and the Sub-Adviser to the Funds Portfolio and their its other clients and that the total commissions or spreads paid by each Fund the Portfolio or Segment will be reasonable in relation to the benefits to the Fund Portfolio over the long term. In no instance will portfolio securities be purchased from or sold to Xxxxxxxx Xxxxxxxx or the Sub-Adviser, or any affiliated person thereof, except in accordance with the applicable federal securities laws and the rules and regulations thereunder thereunder. The Sub-Adviser may aggregate sales and any exemptive purchase orders currently in effectwith respect to the assets of the Portfolio or Segment with similar orders being made simultaneously for other accounts advised by the Sub-Adviser or its affiliates. Whenever the Sub-Adviser simultaneously places orders to purchase or sell the same security on behalf of a Fund the Portfolio and one or more other accounts advised by the Sub-Adviser, such the orders will be allocated as to price and amount among all such accounts in a manner believed to be equitable over time to each account. Xxxxxxxx Xxxxxxxx recognizes that in some cases this procedure may adversely affect the results obtained for the Portfolio or Segment. (c) The Sub-Adviser will maintain all required books and records required to be maintained pursuant to the 1940 Act and the rules and regulations promulgated thereunder with respect to transactions by the securities transactions Sub-Adviser on behalf of the FundsPortfolio or Segment, and will furnish the Board and Adviser Xxxxxxxx Xxxxxxxx with such periodic and special reports as the Board or Adviser Xxxxxxxx Xxxxxxxx reasonably may request. In compliance with the requirements of Rule 31a-3 under the 1940 Act, the Sub-Adviser hereby agrees that all records which it maintains for the Adviser Portfolio are the property of the AdviserTrust, and agrees to preserve for the periods prescribed by applicable law Rule 31a-2 under the 1940 Act any records which that it maintains for the Adviser Portfolio and which that are required to be maintainedmaintained by Rule 31a-1 under the 1940 Act, and further agrees to surrender promptly to the Adviser Trust any records which it maintains for the Adviser Portfolio upon request by the AdviserTrust. (d) At such times as shall be reasonably requested by the Board or Xxxxxxxx Xxxxxxxx, the Sub-Adviser will provide the Board and Xxxxxxxx Xxxxxxxx with economic and investment analyses and reports as well as quarterly reports setting forth the performance of the Portfolio or Segment and make available to the Board and Xxxxxxxx Xxxxxxxx any economic, statistical and investment services that the Sub-Adviser normally makes available to its institutional or other customers. (e) In accordance with procedures adopted by the Board, as amended from time to time, the Sub-Adviser is responsible for assisting in the fair valuation of all portfolio securities in the Portfolio or Segment and will use its reasonable efforts to arrange for the provision of a price or prices from one or more parties independent of the Sub-Adviser for each portfolio security for which the custodian does not obtain prices in the ordinary course of business from an automated pricing service.

Duties as Sub-Adviser. (a) Subject to the supervision and direction of the Trust's Board of Trustees (the "Board") and Adviserreview by Xxxxxxxx Xxxxxxxx, and any written guidelines adopted by the Board or Xxxxxxxx Xxxxxxxx, the Sub-Adviser will provide a continuous investment program for each Fundwith respect to its segment of the Portfolio's investments, including investment research and management, with respect discretionary management to all or a portion of the securities and investments and cash equivalents in the Portfolio allocated by Xxxxxxxx Xxxxxxxx to the Sub- Adviser's segment of the Fund (the "Sub-Advised Assets"), such Sub-Advised Assets to be determined by the AdviserPortfolio's investments. The Sub-Adviser will determine from time to time what securities and other investments will be purchased, retained or sold by the Portfolio in its segment of the Portfolio's investments. The Sub-Adviser will be responsible for placing purchase and sell orders for investments and for other related transactions with respect to its segment of the Portfolio. The Sub-Adviser will be responsible for voting proxies of issuers of securities held by the Sub-Advised Assets Adviser's segment of each Fundthe Portfolio. The Sub-Adviser understands that the Portfolio's assets need to be managed so as to permit the Portfolio to qualify or to continue to qualify as a regulated investment company under Subchapter M of the Internal Revenue Code, as amended ("Code"). The Sub-Adviser will provide services under this Agreement in accordance with the Portfolio's investment objective, policies and restrictions as stated in the Portfolio's Prospectus and in the Trust's currently effective registration statement under the 1940 Act, and the brokers and dealers through whom trades will be executedany amendments or supplements thereto ("Registration Statement"). (b) The Sub-Adviser agrees that, in placing orders with brokers and dealersbrokers, it will attempt to obtain the best net result in terms of price and execution. Consistent with this obligation; provided that, on behalf of the Portfolio, the Sub-Adviser may, in its discretion, purchase and sell portfolio securities from and to use brokers and dealers who sell shares of the Funds or provide the Funds, Adviser's other clients, or Sub-Adviser's other clients Adviser with research, analysis, advice and similar services. The services to execute portfolio transactions on behalf of the Portfolio, and the Sub-Adviser may pay to those brokers and dealers, in return for such brokerage and research and analysis, services a higher commission or spread than may be charged by other brokers and dealersbrokers, subject to the Sub-Adviser determining Adviser's determination in good faith that such commission or spread is reasonable in terms either of the particular transaction or of the overall responsibility of the Adviser and the Sub-Adviser to the Funds Portfolio and their its other clients and that the total commissions or spreads paid by each Fund the Portfolio will be reasonable in relation to the benefits to the Fund Portfolio over the long term. In no instance will portfolio securities be purchased from or sold to Xxxxxxxx Xxxxxxxx or the Sub-Adviser, or any affiliated person thereof, except in accordance with the applicable federal securities laws and the rules and regulations thereunder thereunder. The Sub-Adviser may aggregate sales and any exemptive purchase orders currently in effectwith respect to the assets of the Portfolio with similar orders being made simultaneously for other accounts advised by the Sub-Adviser or its affiliates. Whenever the Sub-Adviser simultaneously places orders to purchase or sell the same security on behalf of a Fund the Portfolio and one or more other accounts advised by the Sub-Adviser, such the orders will be allocated as to price and amount among all such accounts in a manner believed to be equitable over time to each account. Xxxxxxxx Xxxxxxxx recognizes that in some cases this procedure may adversely affect the results obtained for the Portfolio. (c) The Sub-Adviser will maintain all required books and records required to be maintained pursuant to the 1940 Act and the rules and regulations promulgated thereunder with respect to transactions by the securities transactions Sub-Adviser on behalf of the FundsPortfolio, and will furnish the Board and Adviser Xxxxxxxx Xxxxxxxx with such periodic and special reports as the Board or Adviser Xxxxxxxx Xxxxxxxx reasonably may request. In compliance with the requirements of Rule 31a-3 under the 1940 Act, the Sub-Adviser hereby agrees that all records which it maintains for the Adviser Portfolio are the property of the AdviserTrust, and agrees to preserve for the periods prescribed by applicable law Rule 31a-2 under the 1940 Act any records which that it maintains for the Adviser Portfolio and which that are required to be maintainedmaintained by Rule 31a-1 under the 1940 Act, and further agrees to surrender promptly to the Adviser Trust any records which it maintains for the Adviser Portfolio upon request by the Trust. (d) At such times as shall be reasonably requested by the Board or Xxxxxxxx Xxxxxxxx, the Sub-Adviser will provide the Board and Xxxxxxxx Xxxxxxxx with economic and investment analyses and reports as well as quarterly reports setting forth the performance of the Sub-Adviser's segment of the Portfolio's investments and make available to the Board and Xxxxxxxx Xxxxxxxx any economic, statistical and investment services that the Sub-Adviser normally makes available to its institutional or other customers. (e) In accordance with procedures adopted by the Board, as amended from time to time, the Sub-Adviser is responsible for assisting in the fair valuation of all portfolio securities in the Sub-Adviser's segment of the Portfolio and will use its reasonable efforts to arrange for the provision of a price(s) from a party(ies) independent of the Sub-Adviser for each portfolio security for which the custodian does not obtain prices in the ordinary course of business from an automated pricing service.

Duties as Sub-Adviser. (a) Subject to the supervision and direction of the Trust's Board of Trustees ("Board") and of the Adviser, and all written guidelines adopted by the Trust or the Adviser that are provided to the Sub-Adviser, the Sub-Adviser will provide a continuous investment program for each Fundwith respect to the Fund Account, including investment research and management, with respect to management for all or a portion of the securities and investments and cash equivalents of in the Fund (the "Sub-Advised Assets"), such Sub-Advised Assets to be determined by the AdviserAccount. The Sub-Adviser will determine from time to time what securities and other investments in the Fund Account will be purchased, retained or sold by the Fund. The Sub-Adviser will be responsible for placing purchase and sell orders for investments and for other related transactions with respect to the Fund Account. The Sub-Advised Assets Adviser will provide services under this Contract in accordance with the Fund's investment objective, policies and restrictions and the description of each Fundits investment strategy and style, all as stated in the Trust's registration statement under the 1940 Act, and any amendments or supplements thereto ("Registration Statement") of which the brokers and dealers through whom trades will be executedSub-Adviser has notice. The Sub-Adviser shall not consult with any other sub-adviser of the Fund concerning transactions for the fund in securities or other assets. (b) The Sub-Adviser agrees that, in placing orders with brokers and dealersbrokers, it will attempt seek to obtain the best net result in terms of price and execution. Consistent with this obligation; provided that, on behalf of the Fund, the Sub-Adviser may, in its discretion, purchase and sell portfolio securities from and to use brokers and dealers who sell shares (including brokers that may be affiliates of the Funds or Sub-Adviser to the extent permitted by Section 3(c) hereof) who provide the Funds, Adviser's other clients, or Sub-Adviser's other clients Adviser with research, analysis, advice and similar services. The services to execute portfolio transactions, and the Sub-Adviser may pay to those brokers and dealers, in return for such brokerage and research and analysis, services a higher commission or spread than may be charged by other brokers and dealersbrokers, subject to the Sub-Adviser Adviser's determining in good faith that such commission or spread is reasonable in terms either of the particular transaction or of the overall responsibility of the Adviser and the Sub-Adviser to the Funds Fund and their its other clients and that the total commissions or spreads paid by each the Fund will be reasonable in relation to the benefits to the Fund over the long term. In no instance will portfolio securities be purchased from or sold to the Sub-Adviser, or any affiliated person thereof, except in accordance with the applicable federal securities laws and the rules and regulations thereunder and any exemptive orders currently in effectthereunder. Whenever the Sub-Adviser simultaneously places orders to purchase or sell the same security on behalf of a the Fund and one or more other accounts advised by the Sub-Adviser, such the orders will be allocated as to price and amount among all such accounts in a manner believed to be equitable over time to each account. The Adviser recognizes that in some cases this procedure may adversely affect the results obtained for the Fund. (c) The Sub-Adviser will not execute without the prior written approval of the Adviser any portfolio transactions for the Fund Account with a broker which is (i) an affiliated person of the Trust, including the Adviser or any Sub-Adviser for any Fund of the Trust; (ii) a principal underwriter of the Fund's shares; or (iii) an affiliated person of such an affiliated person or principal underwriter. The Adviser agrees that it will provide the Sub-Adviser with a list of such brokers and dealers and will, from time to time, update such list as necessary. (d) The Sub-Adviser will maintain all required books and records required to be maintained pursuant to the 1940 Act and the rules and regulations promulgated thereunder with respect to actions by the securities transactions Sub-Adviser on behalf of the FundsFund, and will furnish the Board and the Adviser with such periodic and special reports as the Board or the Adviser reasonably may request. In compliance with the requirements of Rule 31a-3 under the 1940 Act, the Sub-Adviser hereby agrees that all records which that it maintains for the Adviser Fund are the property of the AdviserTrust, and agrees to preserve for the periods prescribed by applicable law Rule 31a-2 under the 1940 Act any records which that it maintains for the Adviser Trust and which that are required to be maintainedmaintained by Rule 31a-1 under the 1940 Act, and further agrees to surrender promptly to the Adviser Trust a complete set of any records which that it maintains for the Adviser Fund upon request by the Trust. (e) All transactions will be consummated by payment to or delivery by the custodian designated by the Trust (the "Custodian"), or such depositories or agents as may be designated by the Custodian in writing, of all cash and/or securities due to or from the Fund Account, and the Sub-Adviser shall not have possession or custody thereof. The Sub-Adviser shall advise the Custodian and confirm in writing to the Trust and to the Adviser or any other designated agent of the Fund all investment orders for the Fund Account placed by it with brokers and dealers at the time and in the manner set forth in Rule 31a-1 under the 1940 Act. For purposes of the foregoing sentence, communication to the Custodian via DTC is acceptable. The Trust shall issue to the Custodian such instructions as may be appropriate in connection with the settlement of any transaction initiated by the Sub-Adviser. The Trust shall be responsible for all custodial arrangements and the payment of all custodial charges and fees, and, upon giving proper instructions to the Custodian, the Sub-Adviser shall have no responsibility or liability with respect to custodial arrangements or the acts, omissions or other conduct of the Custodian, except that it shall be the responsibility of the Sub-Adviser to communicate it to the Adviser if the Custodian fails to confirm in writing proper execution of the instructions. (f) At such times as shall be reasonably requested by the Board or the Adviser, the Sub-Adviser will provide the Board and the Adviser with economic and investment analyses and reports as well as quarterly reports setting forth the performance of the Fund Account and make available to the Board and Adviser any economic, statistical and investment services that the Sub-Adviser normally makes available to its institutional or other customers. (g) In accordance with procedures adopted by the Board, as amended from time to time, the Sub-Adviser is responsible for assisting in the fair valuation of all portfolio securities and will use its reasonable efforts to arrange for the provision of valuation information or a price(s) from a party(ies) independent of the Sub-Adviser for each portfolio security for which the custodian does not obtain prices in the ordinary course of business from an automated pricing service.

Duties as Sub-Adviser. (a) Subject to the supervision of the Trust's Board of Trustees ("Board") and Adviser, the Sub-Adviser will provide a continuous investment program for each Fund, including investment research and management, with respect to all or a portion of the securities and investments and cash equivalents of the Fund (the "Sub-Advised Assets"), such Sub-Advised Assets to be determined by the Adviser. The Sub-Adviser will determine from time to time what securities and other investments will be purchased, retained or sold with respect to the Sub-Advised Assets of each Fund, and the brokers and dealers through whom trades will be executed. (b) The Sub-Adviser agrees that, in placing orders with brokers and dealers, it will attempt to obtain the best net result in terms of price and execution. Consistent with this obligation, the Sub-Adviser may, in its discretion, purchase and sell portfolio securities from and to brokers and dealers who sell shares of the Funds or provide the Funds, Adviser's other clients, or Sub-Adviser's other clients with research, analysis, advice and similar services. The Sub-Adviser may pay to brokers and dealers, in return for such research and analysis, a higher commission or spread than may be charged by other brokers and dealers, subject to the Sub-Adviser determining in good faith that such commission or spread is reasonable in terms either of the particular transaction or of the overall responsibility of the Adviser and the Sub-Adviser to the Funds and their other clients and that the total commissions or spreads paid by each Fund will be reasonable in relation to the benefits to the Fund over the long term. In no instance will portfolio securities be purchased from or sold to the Sub-Adviser, or any affiliated person thereof, except in accordance with the applicable securities laws and the rules and regulations thereunder and any exemptive orders currently in effect. Whenever the Sub-Adviser simultaneously places orders to purchase or sell the same security on behalf of a Fund and one or more other accounts advised by the Sub-Adviser, such orders will be allocated as to price and amount among all such accounts in a manner believed to be equitable to each account. (c) The Sub-Adviser will maintain all required books and records with respect to the securities transactions of the Funds, and will furnish the Board and Adviser with such periodic and special reports as II-1 the Board or Adviser reasonably may request. Sub-Adviser hereby agrees that all records which it maintains for the Adviser are the axx xxx property of the Adviser, and agrees to preserve for the periods prescribed by applicable law any records which it maintains for the Adviser and which are required to be maintained, and further agrees to surrender promptly to the Adviser any records which it maintains for the Adviser upon request by the Adviser.

Duties as Sub-Adviser. (a) Subject to the oversight and supervision of GEAM and the Trust's Board of Trustees of the Trust ("the “Board") and Adviser”), the Sub-Adviser will provide a continuous investment program for each Fundthe Fund with respect to the Sub-Adviser’s Allocated Assets, including investment research and management, with respect to all or a portion of the securities and investments and cash equivalents of the Fund (the "Sub-Advised Assets"), such Sub-Advised Assets to be determined by the Adviser. The Sub-Adviser will determine from time to time what securities and other investments will be purchased, retained or sold by the Fund with respect to such Allocated Assets. The Sub-Adviser will be responsible for placing purchase and sell orders for the Allocated Assets. The Sub-Adviser will consult with GEAM from time to time regarding matters pertaining to the Fund, including market strategy and portfolio characteristics. The Sub-Adviser will provide services under this Agreement in accordance with the Fund’s investment objective, policies and restrictions as stated in the Registration Statement, the Constituent Documents (as defined below), the Investment Guidelines (as defined below), and applicable law. In this connection and in connection with the further duties set forth in this Section 2 as provided below, the Sub-Adviser shall provide GEAM and the Board with such periodic reports and documentation as GEAM or the Board shall reasonably request regarding the Sub-Adviser’s management of the Fund’s Allocated Assets, compliance with applicable laws and rules and the Registration Statement (as defined below) and all requirements hereunder. The Sub-Adviser acknowledges that copies of the Trust’s current registration statement on Form N-1A and any amendments or supplements thereto (“Registration Statement”), and the Trust’s Agreement and Declaration of Trust and By-Laws, if any, (“Constituent Documents”), each as currently in effect, have been delivered to the Sub-Advised Assets of each Fund, and the brokers and dealers through whom trades will be executedAdviser. (b) The Sub-Adviser agrees thatshall carry out its responsibilities under this Agreement in compliance with: (i) the Fund’s investment objective, policies and restrictions as set forth in placing orders the Registration Statement, (ii) the Constituent Documents, (iii) all investment guidelines, policies, procedures or directives of the Trust or GEAM as provided to the Sub-Adviser (“Investment Guidelines”), (iv) the 1940 Act and the rules promulgated thereunder, (v) the Investment Advisers Act of 1940, as amended (“Advisers Act”), and the rules promulgated thereunder, and (vi) other applicable federal and state laws and related regulations. To the extent that the Investment Guidelines applicable to the Sub-Adviser’s Allocated Assets are inconsistent with brokers and dealers, it will attempt the investment restrictions applicable to obtain the best net result Fund’s total assets as set forth in terms of price and execution. Consistent with this obligationthe Registration Statement, the Sub-Adviser mayshall comply with the policies, procedures and directives as set forth in its discretionthe Investment Guidelines. GEAM shall promptly notify the Sub-Adviser of changes to (i), (ii) or (iii) above and shall consult with Sub-Adviser before making any changes relating solely to the Fund’s investment objective, policies and restrictions as set forth in the Registration Statement, as well as to the policies, procedures and directives set forth in the Investment Guidelines. In particular, the Sub-Adviser shall take all actions necessary with respect to the Allocated Assets, as if they were the Fund’s only assets, to ensure that the Fund: (A) satisfies the asset diversification and gross income qualification requirements as set forth under sub-chapter M of the Internal Revenue Code of 1986, as amended (the “Code”), and (B) complies with the diversification requirements of Section 817(h) of the Code and regulations thereunder [as these apply to separate accounts through which variable life insurance contracts and variable annuity contracts are issued]. (c) The Sub-Adviser shall take all actions which it considers necessary to implement the investment objectives and policies of the Fund, and in particular, to place all orders for the purchase or sale of securities or other investments for the Fund’s Allocated Assets with brokers or dealers selected by Sub-Adviser. For that limited purpose, the Sub-Adviser is authorized as the agent of the Trust to give instructions to the Trust’s custodian(s) as to deliveries of securities or other investments and payments of cash for the account of the Fund. In connection with the selection of brokers or dealers and the placing of purchase and sell portfolio securities from sale orders with respect to investments of the Fund, the Sub-Adviser is directed at all times to seek to obtain best execution and price within the policy guidelines determined by the Board. In addition to seeking the best price and execution, to the extent covered by Section 28(e) of the Securities Exchange Act of 1934, as amended (the “1934 Act”), and applicable guidance of the Securities and Exchange Commission (the “SEC”), the Sub-Adviser is also authorized to take into consideration other relevant factors which may include, without limitation: (i) the execution capabilities of such brokers and dealers, (ii) research, brokerage and other services provided by brokers and dealers who sell shares which the Sub-Adviser believes will enhance its general portfolio management capabilities, (iii) the size of the Funds transaction, (iv) the difficulty of execution, (v) the operational facilities of such brokers and dealers, (vi) the risk to such a broker or provide dealer of positioning a block of securities, and (vii) the Funds, Adviser's other clients, or Sub-Adviser's other clients with research, analysis, advice overall quality of brokerage and similar servicesresearch services provided by such brokers and dealers. The Sub-Adviser may pay is also authorized to brokers and dealerseffect individual securities transactions at commission rates in excess of the minimum commission rates available, in return for such research and analysis, a higher commission or spread than may be charged by other brokers and dealers, subject to the Sub-Adviser determining if it determines in good faith that such amount of commission or spread is reasonable in terms either of the particular transaction or of the overall responsibility of the Adviser and the Sub-Adviser to the Funds and their other clients and that the total commissions or spreads paid by each Fund will be reasonable in relation to the benefits to value of the Fund over the long term. In no instance will portfolio securities be purchased from brokerage and research services provided by such broker or sold to dealer, viewed in terms of either that particular transaction or the Sub-Adviser’s overall responsibilities with respect to the Fund. The policies with respect to brokerage allocation, or any affiliated person thereofdetermined from time to time by the Board, except are those disclosed in accordance the Registration Statement. The Sub-Adviser will periodically evaluate the statistical data, research and other investment services provided to it by brokers and dealers. Such services may be used by the Sub-Adviser in connection with the applicable securities laws and the rules and regulations thereunder and any exemptive orders currently performance of its obligations under this Agreement or in effectconnection with other advisory or investment operations including using such information in managing its own accounts. Whenever the Sub-Adviser simultaneously places orders to purchase or sell the same security on behalf of a the Fund and one or more other accounts advised by the Sub-Adviser, such the orders will be allocated as to price and amount among all such accounts in a manner believed to be equitable by the Sub-Adviser to each accountaccount and otherwise in accordance with the Sub-Adviser’s procedures approved by the Board. (cd) Only with prior written consent from GEAM and subject to: (i) the requirement that the Sub-Adviser seek to obtain best execution and price within the policy guidelines determined by the Board and set forth in the Registration Statement, (ii) the provisions of the 1940 Act and the Advisers Act, (iii) the provisions of the 1934 Act, and (iv) other applicable provisions of law, the Sub-Adviser or an affiliated person of the Sub-Adviser or of GEAM may act as broker for the Fund in connection with the purchase or sale of securities or other investments for the Fund. Such brokerage services are not within the scope of the duties of the Sub-Adviser under this Agreement. Subject to the requirements of applicable law and any procedures adopted by the Board, the Sub-Adviser or its affiliated persons may receive brokerage commissions, fees or other remuneration from the Fund or the Trust for such services in addition to the Sub-Adviser’s fees for services under this Agreement. (e) The Sub-Adviser shall maintain, in the form and for the periods required by Rule 31a-2 under the 1940 Act, all records relating to the Fund’s investments that are required to be maintained by the Trust pursuant to the requirements of Rule 31a-1 under the 1940 Act. The Sub-Adviser agrees that all books and records which it maintains for the Fund or the Trust are the property of the Trust and further agrees to surrender the same to GEAM or the Trust upon GEAM’s or the Trust’s request (provided, however, that Sub-Adviser may retain copies of such records). The Sub-Adviser agrees to furnish the Board and GEAM with such periodic and special reports regarding the Fund’s investments and records relating to the same as the Board or GEAM reasonably may request. Further, the Sub-Adviser shall permit the books and records maintained with respect to the Fund to be inspected and audited by the Trust, GEAM or their respective agents at all reasonable times during normal business hours upon reasonable notice. (f) At such times as shall reasonably be requested, the Sub-Adviser will provide to the Board and GEAM economic and investment analyses and reports, information required in the Registration Statement and information necessary for GEAM and the Board to review the Fund or discuss the management of it. The Sub-Adviser will provide quarterly reports setting forth the Fund’s performance with respect to the Allocated Assets and the Sub-Adviser’s private account composite performance and will complete on a quarterly basis the checklist provided to it by GEAM regarding the Fund’s investments and transactions. The Sub-Adviser shall make available to the Board and GEAM any economic, statistical and investment services normally available to institutional or other customers of the Sub-Adviser. The Sub-Adviser will make available its officers and employees to meet with the Board on reasonable notice to review the Fund’s investments. (g) In accordance with procedures adopted by the Board, as amended from time to time, the Sub-Adviser is responsible for assisting the Board in determining the fair valuation of any illiquid portfolio securities held within the Allocated Assets and will assist the Trust’s accounting services agent or GEAM to obtain independent sources of market value for all other portfolio securities. Further, the Sub-Adviser shall be responsible to ensure that the Fund and/or GEAM is promptly notified of any and all instances in which the Sub-Adviser knows or should have reason to know that the available price or value of a portfolio security does not represent the fair value of the instrument, or that there is no price or value available from any source with respect to a particular instrument and that such instrument should accordingly be subject to a fair valuation determination in accordance with procedures adopted by the Board, as amended from time to time. (h) At such times as shall be reasonably requested by GEAM, the Sub-Adviser shall review and certify in writing that the information stated in the Trust’s Registration Statement relating to the Sub-Adviser, its management of the Fund with respect to the Allocated Assets, including investment objectives, strategies and related risks, and its performance history is true, correct and complete to the best of its knowledge. (i) The Sub-Adviser will maintain all required books and records with respect to the securities transactions promptly notify GEAM of any change of control of the FundsSub-Adviser, including any change of its 25% shareholders or members, as applicable, and will furnish any changes in the Board and Adviser with key personnel of the Sub-Adviser, including without limitation, any change in the portfolio management personnel responsible for the Allocated Assets of the Fund, in each case prior to or promptly after such periodic and special reports as change. Notwithstanding the Board or Adviser reasonably may request. foregoing, the Sub-Adviser hereby agrees will promptly notify GEAM of any existing agreement, or upon entering into any agreement, that all records which it maintains for the Adviser are the property may result in a change of control of the Sub-Adviser, including without limitation the retention of an agent to assist in the sale of all, or a significant portion, of the business of the Sub-Adviser. (j) The Sub-Adviser will calculate its private account composite performance in compliance with the Global Investment Performance Standards of the CFA Institute Centre for Financial Market Integrity and agrees to preserve for such performance will be reviewed or verified at least annually by an independent accounting firm. (k) Unless GEAM gives the periods prescribed by applicable law any records which it maintains for the Sub-Adviser and which are required to be maintained, and further agrees to surrender promptly written instructions to the contrary, the Sub-Adviser shall, in a prudent and diligent manner, vote proxies in the best interests of the Fund as may be necessary or advisable in connection with any records which it maintains for matters submitted to a vote of the Adviser upon request shareholders of an issuer held by the AdviserFund and shall provide GEAM with its proxy voting procedures and guidelines and any amendments thereto.

Duties as Sub-Adviser. (a) Subject to the oversight and supervision of GEAM and the Trust's Board of Trustees of the Trust ("the “Board") and Adviser”), the Sub-Adviser will provide a continuous investment program for each Fundthe Fund with respect to the Sub-Adviser’s Allocated Assets, including investment research and management, with respect to all or a portion of the securities and investments and cash equivalents of the Fund (the "Sub-Advised Assets"), such Sub-Advised Assets to be determined by the Adviser. The Sub-Adviser will determine from time to time what securities and other investments will be purchased, retained or sold by the Fund with respect to such Allocated Assets. The Sub-Adviser will be responsible for placing purchase and sell orders for the Allocated Assets. The Sub-Adviser will consult with GEAM from time to time regarding matters pertaining to the Fund, including market strategy and portfolio characteristics. The Sub-Adviser will provide services under this Agreement in accordance with the Fund’s investment objective, policies and restrictions as stated in the Registration Statement, the Constituent Documents (as defined below), the Investment Guidelines (as defined below), and applicable law. In this connection and in connection with the further duties set forth in this Section 2 as provided below, the Sub-Adviser shall provide GEAM and the Board with such periodic reports and documentation as GEAM or the Board shall reasonably request regarding the Sub-Adviser’s management of the Fund’s Allocated Assets, compliance with applicable laws and rules and the Registration Statement (as defined below) and all requirements hereunder. The Sub-Adviser acknowledges that copies of the Trust’s current registration statement on Form N-1A and any amendments or supplements thereto (“Registration Statement”), and the Trust’s Agreement and Declaration of Trust and By-Laws, if any, (“Constituent Documents”), each as currently in effect, have been delivered to the Sub-Advised Assets of each Fund, and the brokers and dealers through whom trades will be executedAdviser. (b) The Sub-Adviser agrees thatshall carry out its responsibilities under this Agreement in compliance with: (i) the Fund’s investment objective, policies and restrictions as set forth in placing orders the Registration Statement, (ii) the Constituent Documents, (iii) all investment guidelines, policies, procedures or directives of the Trust or GEAM as provided to the Sub-Adviser (“Investment Guidelines”), (iv) the 1940 Act and the rules promulgated thereunder, (v) the Investment Advisers Act of 1940, as amended (“Advisers Act”), and the rules promulgated thereunder, and (vi) other applicable federal and state laws and related regulations. To the extent that the Investment Guidelines applicable to the Sub-Adviser’s Allocated Assets is inconsistent with brokers and dealers, it will attempt the investment restrictions applicable to obtain the best net result Fund’s total assets as set forth in terms of price and execution. Consistent with this obligationthe Registration Statement, the Sub-Adviser mayshall comply with the policies, procedures and directives as set forth in its discretionthe Investment Guidelines. GEAM shall promptly notify the Sub-Adviser of changes to (i), (ii) or (iii) above and shall consult with Sub-Adviser before making any changes relating solely to the Fund’s investment objective, policies and restrictions as set forth in the Registration Statement, as well as to the policies, procedures and directives set forth in the Investment Guidelines. In particular, the Sub-Adviser shall take all actions necessary with respect to the Allocated Assets, as if they were the Fund’s only assets, to ensure that the Fund: (A) satisfies the asset diversification and gross income qualification requirements as set forth under sub-chapter M of the Internal Revenue Code of 1986, as amended (the “Code”), and (B) complies with the diversification requirements of Section 817(h) of the Code and regulations thereunder [as these apply to separate accounts through which variable life insurance contracts and variable annuity contracts are issued]. (c) The Sub-Adviser shall take all actions which it considers necessary to implement the investment objectives and policies of the Fund, and in particular, to place all orders for the purchase or sale of securities or other investments for the Fund’s Allocated Assets with brokers or dealers selected by it. For that limited purpose, the Sub-Adviser is authorized as the agent of the Trust to give instructions to the Trust’s custodian(s) as to deliveries of securities or other investments and payments of cash for the account of the Fund. In connection with the selection of brokers or dealers and the placing of purchase and sell portfolio securities from sale orders with respect to investments of the Fund, the Sub-Adviser is directed at all times to seek to obtain best execution and price within the policy guidelines determined by the Board. In addition to seeking the best price and execution, to the extent covered by Section 28(e) of the Securities Exchange Act of 1934, as amended (the “1934 Act”), and applicable guidance of the Securities and Exchange Commission (the “SEC”) or the staff thereof, the Sub-Adviser is also authorized to take into consideration other relevant factors which may include, without limitation: (i) the execution capabilities of such brokers and dealers, (ii) research, brokerage and other services provided by brokers and dealers who sell shares which the Sub-Adviser believes will enhance its general portfolio management capabilities, (iii) the size of the Funds transaction, (iv) the difficulty of execution, (v) the operational facilities of such brokers and dealers, (vi) the risk to such a broker or provide dealer of positioning a block of securities, and (vii) the Funds, Adviser's other clients, or Sub-Adviser's other clients with research, analysis, advice overall quality of brokerage and similar servicesresearch services provided by such brokers and dealers. The Sub-Adviser may pay is also authorized to brokers and dealerseffect individual securities transactions at commission rates in excess of the minimum commission rates available, in return for such research and analysis, a higher commission or spread than may be charged by other brokers and dealers, subject to the Sub-Adviser determining if it determines in good faith that such amount of commission or spread is reasonable in terms either of the particular transaction or of the overall responsibility of the Adviser and the Sub-Adviser to the Funds and their other clients and that the total commissions or spreads paid by each Fund will be reasonable in relation to the benefits to value of the Fund over the long term. In no instance will portfolio securities be purchased from brokerage and research services provided by such broker or sold to dealer, viewed in terms of either that particular transaction or the Sub-Adviser’s overall responsibilities with respect to the Fund. The policies with respect to brokerage allocation, or any affiliated person thereofdetermined from time to time by the Board, except are those disclosed in accordance the Registration Statement. The Sub-Adviser will periodically evaluate the statistical data, research and other investment services provided to it by brokers and dealers. Such services may be used by the Sub-Adviser in connection with the applicable securities laws and the rules and regulations thereunder and any exemptive orders currently performance of its obligations under this Agreement or in effectconnection with other advisory or investment operations including using such information in managing its own accounts. Whenever the Sub-Adviser simultaneously places orders to purchase or sell the same security on behalf of a the Fund and one or more other accounts advised by the Sub-Adviser, such the orders will be allocated as to price and amount among all such accounts in a manner believed to be equitable by the Sub-Adviser to each accountaccount and otherwise in accordance with the Sub-Adviser’s procedures approved by the Board. (cd) Only with prior written consent from GEAM and subject to: (i) the requirement that the Sub-Adviser seek to obtain best execution and price within the policy guidelines determined by the Board and set forth in the Registration Statement, (ii) the provisions of the 1940 Act and the Advisers Act, (iii) the provisions of the 1934 Act, and (iv) other applicable provisions of law, the Sub-Adviser or an affiliated person of the Sub-Adviser or of GEAM may act as broker for the Fund in connection with the purchase or sale of securities or other investments for the Fund. Such brokerage services are not within the scope of the duties of the Sub-Adviser under this Agreement. Subject to the requirements of applicable law and any procedures adopted by the Board, the Sub-Adviser or its affiliated persons may receive brokerage commissions, fees or other remuneration from the Fund or the Trust for such services in addition to the Sub-Adviser’s fees for services under this Agreement. (e) The Sub-Adviser shall maintain, in the form and for the periods required by Rule 31a-2 under the 1940 Act, all records relating to the Fund’s investments that are required to be maintained by the Trust pursuant to the requirements of Rule 31a-1 under the 1940 Act. The Sub-Adviser agrees that all books and records which it maintains for the Fund or the Trust are the property of the Trust and further agrees to surrender the same to GEAM or the Trust upon GEAM’s or the Trust’s request (provided, however, that Sub-Adviser may retain copies of such records). The Sub-Adviser agrees to furnish the Board and GEAM with such periodic and special reports regarding the Fund’s investments and records relating to the same as the Board or GEAM reasonably may request. Further, the Sub-Adviser shall permit the books and records maintained with respect to the Fund to be inspected and audited by the Trust, GEAM or their respective agents at all reasonable times during normal business hours upon reasonable notice. (f) At such times as shall reasonably be requested, the Sub-Adviser will provide to the Board and GEAM economic and investment analyses and reports, information required in the Registration Statement and information necessary for GEAM and the Board to review the Fund or discuss the management of it. The Sub-Adviser will provide quarterly reports setting forth the Fund’s performance with respect to the Allocated Assets and the Sub-Adviser’s private account composite performance and will complete on a quarterly basis the checklist provided to it by GEAM regarding the Fund’s investments and transactions. The Sub-Adviser shall make available to the Board and GEAM any economic, statistical and investment services normally available to institutional or other customers of the Sub-Adviser. The Sub-Adviser will make available its officers and employees to meet with the Board on reasonable notice to review the Fund’s investments. (g) In accordance with procedures adopted by the Board, as amended from time to time, the Sub-Adviser is responsible for assisting the Board in determining the fair valuation of any illiquid portfolio securities held within the Allocated Assets and will assist the Trust’s accounting services agent or GEAM to obtain independent sources of market value for all other portfolio securities. Further, the Sub-Adviser shall be responsible to ensure that the Fund and/or GEAM is promptly notified of any and all instances in which the Sub-Adviser knows or should have reason to know that the available price or value of a portfolio security does not represent the fair value of the instrument, or that there is no price or value available from any source with respect to a particular instrument and that such instrument should accordingly be subject to a fair valuation determination in accordance with procedures adopted by the Board, as amended from time to time. (h) At such times as shall be reasonably requested by GEAM, the Sub-Adviser shall review and certify in writing that the information stated in the Trust’s Registration Statement relating to the Sub-Adviser, its management of the Fund with respect to the Allocated Assets, including investment objectives, strategies and related risks, and its performance history is true, correct and complete to the best of its knowledge. (i) The Sub-Adviser will maintain all required books and records with respect to the securities transactions promptly notify GEAM of any change of control of the FundsSub-Adviser, including any change of its general partners or 25% shareholders or members, as applicable, and will furnish any changes in the Board and Adviser with key personnel of the Sub-Adviser, including without limitation, any change in the portfolio management personnel responsible for the Allocated Assets of the Fund, in each case prior to or promptly after such periodic and special reports as change. Notwithstanding the Board or Adviser reasonably may request. foregoing, the Sub-Adviser hereby agrees will promptly notify GEAM of any existing agreement, or upon entering into any agreement, that all records which it maintains for the Adviser are the property may result in a change of control of the Sub-Adviser, including without limitation the retention of an agent to assist in the sale of all, or a significant portion, of the business of the Sub-Adviser. (j) The Sub-Adviser will calculate its private account composite performance in compliance with the Global Investment Performance Standards of the CFA Institute Centre for Financial Market Integrity and agrees to preserve for such performance will be reviewed or verified at least annually by an independent accounting firm. (k) Unless GEAM gives the periods prescribed by applicable law any records which it maintains for the Sub-Adviser and which are required to be maintained, and further agrees to surrender promptly written instructions to the contrary, the Sub-Adviser shall, in a prudent and diligent manner, vote proxies in the best interests of the Fund as may be necessary or advisable in connection with any records which it maintains for matters submitted to a vote of the Adviser upon request shareholders of an issuer held by the AdviserFund and shall provide GEAM with its proxy voting procedures and guidelines and any amendments thereto.

Duties as Sub-Adviser. (a) Subject to the supervision of the TrustCompany's Board of Trustees ("Board") and Adviser, the Sub-Adviser will provide a continuous investment program for each Fund, including investment research and management, with respect to all or a portion of the securities and investments and cash equivalents of the Fund (the "Sub-Advised Assets"), such Sub-Advised Assets to be determined by the AdviserFund. The Sub-Adviser will determine from time to time what securities and other investments will be purchased, retained or sold with respect to the Sub-Advised Assets of each Fund., and the brokers and dealers through whom trades will be executed. (b) The Sub-Adviser agrees that, in placing orders with brokers and dealersbrokers, it will attempt to obtain the best net result in terms of price and execution. Consistent with this obligation, the Sub-Adviser may, in its discretion, purchase and sell portfolio securities from and to brokers and dealers who sell shares of the Funds or provide the Funds, Adviser's other clients, or Sub-Adviser's other clients with research, analysis, advice and similar services. The Sub-Adviser may pay to brokers and dealers, in return for such research and analysis, a higher commission or spread than may be charged by other brokers and dealers, subject to the Sub-Adviser Adviser's determining in good faith that such commission or spread is reasonable in terms either of the particular transaction or of the overall responsibility of the Adviser and the Sub-Adviser to the Funds and their other clients and that the total commissions or spreads paid by each Fund will be reasonable in relation to the benefits to the Fund over the long term. In no instance will portfolio securities be purchased from or sold to the Sub-Adviser, or any affiliated person thereof, except in accordance with the applicable federal securities laws and the rules and regulations thereunder and any exemptive orders currently in effect. Whenever the Sub-Adviser simultaneously places orders to purchase or sell the same security on behalf of a Fund and one or more other accounts advised by the Sub-Adviser, such orders will be allocated as to price and amount among all such accounts in a manner believed to be equitable to each account. The Company recognizes that in some cases this procedure may adversely affect the results attained for each Fund. (c) The Sub-Adviser will maintain all required books and records with respect to the securities transactions of the Funds, and will furnish the Board and Adviser with such periodic and special reports as the Board or Adviser reasonably may request. In compliance with the requirements of Rule 31a-3 under the 1940 Act, the Sub-Adviser hereby agrees that all records which it maintains for the Adviser Company are the property of the AdviserCompany, and agrees to preserve for the periods prescribed by applicable law Rule 31a-2 under the 1940 Act any records which it maintains for the Adviser Company and which are required to be maintainedmaintained by Rule 31a-1 under the 1940 Act, and further agrees to surrender promptly to the Adviser Company any records which it maintains for the Adviser Company upon request by the AdviserCompany.

Duties as Sub-Adviser. (a) Subject to the supervision of the TrustCompany's Board of Trustees ("Board") and Adviser, the Sub-Adviser will provide a continuous investment program for each the Fund, including investment research and management, with respect to all or a portion of the securities and investments and cash equivalents of the Fund (the "Sub-Advised Assets"), such Sub-Advised Assets to be determined by the AdviserFund. The Sub-Adviser will determine from time to time what securities and other investments will be purchased, retained or sold with respect to by the Sub-Advised Assets of each Fund, and the brokers and dealers through whom trades will be executed. (b) The Sub-Adviser agrees that, in placing orders with brokers and dealers, it will attempt to obtain the best net result in terms of price and execution. Consistent with this obligation, the Sub-Adviser may, in its discretion, purchase and sell portfolio securities from and to brokers and dealers who sell shares of the Funds Fund or provide the FundsFund, Adviser's other clients, or Sub-Adviser's other clients with research, analysis, advice and similar services. The Sub-Adviser may pay to brokers and dealers, in return for such research and analysis, a higher commission or spread than may be charged by other brokers and dealers, subject to the Sub-Adviser determining in good faith that such commission or spread is reasonable in terms either of the particular transaction or of the overall responsibility of the Adviser and the Sub-Adviser to the Funds Fund and their other clients and that the total commissions or spreads paid by each the Fund will be reasonable in relation to the benefits to the Fund over the long term. In no instance will portfolio securities be purchased from or sold to the Sub-Adviser, or any affiliated person thereof, except in accordance with the applicable federal securities laws and the rules and regulations thereunder and any exemptive orders currently in effect. Whenever the Sub-Adviser simultaneously places orders to purchase or sell the same security on behalf of a Fund and one or more other accounts advised by the Sub-Adviser, such orders will be allocated as to price and amount among all such accounts in a manner believed to be equitable to each account. (c) The Sub-Adviser will maintain all required books and records with respect to the securities transactions of the FundsFund, and will furnish the Board and Adviser with such periodic and special reports as the Board or Adviser reasonably may request. In compliance with the requirements of Rule 31a-3 under the 1940 Act, the Sub-Adviser hereby agrees that all records which it maintains for the Adviser Company are the property of the AdviserCompany, and agrees to preserve for the periods prescribed by applicable law Rule 31a-2 under the 1940 Act any records which it maintains for the Adviser Company and which are required to be maintainedmaintained by Rule 31a-1 under the 1940 Act, and further agrees to surrender promptly to the Adviser Company any records which it maintains for the Adviser Company upon request by the AdviserCompany.

Duties as Sub-Adviser. (a) Subject to the supervision of the Trust's Board of Trustees ("Board") and Adviser, the Sub-Adviser will provide a continuous investment program for each Fund, including investment research and management, with respect to all or a portion of the securities and investments [and cash equivalents equivalents] of the Fund (the "Sub-Advised Assets"), such Sub-Advised Assets to be determined by the Adviser. The Sub-Adviser will determine from time to time what securities and other investments will be purchased, retained or sold with respect to the Sub-Advised Assets of each Fund, and the brokers and dealers through whom trades will be executed. (b) The Sub-Adviser agrees that, in placing orders with brokers and dealers, it will attempt to obtain the best net result in terms of price and execution. Consistent with this obligation, the Sub-Adviser may, in its discretion, purchase and sell portfolio securities from and to brokers and dealers who sell shares of the Funds or provide the Funds, Adviser's other clients, or Sub-Adviser's other clients with research, analysis, advice and similar services. The Sub-Adviser may pay to brokers and dealers, in return for such research and analysis, a higher commission or spread than may be charged by other brokers and dealers, subject to the Sub-Adviser determining in good faith that such commission or spread is reasonable in terms either of the particular transaction or of the overall responsibility of the Adviser and the Sub-Adviser to the Funds and their other clients and that the total commissions or spreads paid by each Fund will be reasonable in relation to the benefits to the Fund over the long term. In no instance will portfolio securities be purchased from or sold to the Sub-Adviser, or any affiliated person thereof, except in accordance with the applicable securities laws and the rules and regulations thereunder and any exemptive orders currently in effect. Whenever the Sub-Adviser simultaneously places orders to purchase or sell the same security on behalf of a Fund and one or more other accounts advised by the Sub-Adviser, such orders will be allocated as to price and amount among all such accounts in a manner believed to be equitable to each account. (c) The Sub-Adviser will maintain all required books and records with respect to the securities transactions of the Funds, and will furnish the Board and Adviser with such periodic and special reports as the Board or Adviser reasonably may request. Sub-Adviser hereby agrees that all records which it maintains for the Adviser are the property of the AdviserAdviser , and agrees to preserve for the periods prescribed by applicable law any records which it maintains for the Adviser and which are required to be maintained, and further agrees to surrender promptly to the Adviser any records which it maintains for the Adviser upon request by the Adviser.

Duties as Sub-Adviser. (a) Subject to the oversight and supervision of GEAM and the Trust's Board of Trustees of the Trust ("the “Board") and Adviser”), the Sub-Adviser will provide a continuous investment program for each Fundthe Fund with respect to the Sub-Adviser’s Allocated Assets, including investment research and management, with respect to all or a portion of the securities and investments and cash equivalents of the Fund (the "Sub-Advised Assets"), such Sub-Advised Assets to be determined by the Adviser. The Sub-Adviser will determine from time to time what securities and other investments will be purchased, retained or sold by the Fund with respect to such Allocated Assets. The Sub-Adviser will be responsible for placing purchase and sell orders for the Allocated Assets. The Sub-Adviser will consult with GEAM from time to time regarding matters pertaining to the Fund, including market strategy and portfolio characteristics. The Sub-Adviser will provide services under this Agreement in accordance with the Fund’s investment objective, policies and restrictions as stated in the Registration Statement, the Constituent Documents (as defined below), the Investment Guidelines (as defined below), and applicable law. In this connection and in connection with the further duties set forth in this Section 2 as provided below, the Sub-Adviser shall provide GEAM and the Board with such periodic reports and documentation as GEAM or the Board shall reasonably request regarding the Sub-Adviser’s management of the Fund’s Allocated Assets, compliance with applicable laws and rules and the Registration Statement (as defined below) and all requirements hereunder. The Sub-Adviser acknowledges that copies of the Trust’s current registration statement on Form N-1A and any amendments or supplements thereto (“Registration Statement”), and the Trust’s Agreement and Declaration of Trust and By-Laws, if any, (“Constituent Documents”), each as currently in effect, have been delivered to the Sub-Advised Assets of each Fund, and the brokers and dealers through whom trades will be executedAdviser. (b) The Sub-Adviser agrees thatshall carry out its responsibilities under this Agreement in compliance with: (i) the Fund’s investment objective, policies and restrictions as set forth in placing orders the Registration Statement, (ii) the Constituent Documents, (iii) all investment guidelines, policies, procedures or directives of the Trust or GEAM as provided to the Sub-Adviser (“Investment Guidelines”), (iv) the 1940 Act and the rules promulgated thereunder, (v) the Investment Advisers Act of 1940, as amended (“Advisers Act”), and the rules promulgated thereunder, and (vi) other applicable federal and state laws and related regulations. To the extent that the Investment Guidelines applicable to the Sub-Adviser’s Allocated Assets are inconsistent with brokers and dealers, it will attempt the investment restrictions applicable to obtain the best net result Fund’s total assets as set forth in terms of price and execution. Consistent with this obligationthe Registration Statement, the Sub-Adviser mayshall comply with the policies, procedures and directives as set forth in the Investment Guidelines. GEAM shall promptly notify the Sub-Adviser of changes to (i), (ii) or (iii) above and shall consult with Sub-Adviser before making any changes relating solely to the Fund’s investment objective, policies and restrictions as set forth in the Registration Statement, as well as to the policies, procedures and directives set forth in the Investment Guidelines. In particular, the Sub-Adviser shall take all actions necessary with respect to the Allocated Assets, as if they were the Fund itself, to ensure that the Allocated Assets, if they were the Fund, would: (A) satisfy the asset diversification requirements set forth under Section 851(b)(3) of sub-chapter M of the Internal Revenue Code of 1986, as amended (“Code”), and the Treasury Regulations thereunder (“Regulations”), (B) satisfy the gross income qualification requirements as set forth under Section 851(b)(2) of the Code and Regulations, and (C) comply with the diversification requirements of Section 817(h) of the Code and Regulations [as these apply to separate accounts through which variable life insurance contracts and variable annuity contracts are issued]. For purposes of determining whether the Allocated Assets satisfy the requirements set forth in the preceding sentence, the Allocated Assets will be deemed not to be a member of any controlled group or otherwise to have any affiliates, and the Sub-Adviser shall have no obligation to consider the holdings or investments of any of the Fund’s or its discretionaffiliates’ assets or accounts other than the Allocated Assets. (c) The Sub-Adviser shall take all actions which it considers necessary to implement the investment objectives and policies of the Fund, and in particular, to place all orders for the purchase or sale of securities or other investments for the Fund’s Allocated Assets with brokers or dealers selected by it. For that limited purpose, the Sub-Adviser is authorized as the agent of the Trust to give instructions to the Trust’s custodian(s) as to deliveries of securities or other investments and payments of cash for the account of the Fund. In connection with the selection of brokers or dealers and the placing of purchase and sell portfolio securities from sale orders with respect to investments of the Fund, the Sub-Adviser is directed at all times to seek to obtain best execution and price within the policy guidelines determined by the Board. In addition to seeking the best price and execution, to the extent covered by Section 28(e) of the Securities Exchange Act of 1934, as amended (the “1934 Act”), and applicable guidance of the Securities and Exchange Commission (the “SEC”), the Sub-Adviser is also authorized to take into consideration other relevant factors which may include, without limitation: (i) the execution capabilities of such brokers and dealers, (ii) research, brokerage and other services provided by brokers and dealers who sell shares which the Sub-Adviser believes will enhance its general portfolio management capabilities, (iii) the size of the Funds transaction, (iv) the difficulty of execution, (v) the operational facilities of such brokers and dealers, (vi) the risk to such a broker or provide dealer of positioning a block of securities, and (vii) the Funds, Adviser's other clients, or Sub-Adviser's other clients with research, analysis, advice overall quality of brokerage and similar servicesresearch services provided by such brokers and dealers. The Sub-Adviser may pay is also authorized to brokers and dealerseffect individual securities transactions at commission rates in excess of the minimum commission rates available, in return for such research and analysis, a higher commission or spread than may be charged by other brokers and dealers, subject to the Sub-Adviser determining if it determines in good faith that such amount of commission or spread is reasonable in terms either of the particular transaction or of the overall responsibility of the Adviser and the Sub-Adviser to the Funds and their other clients and that the total commissions or spreads paid by each Fund will be reasonable in relation to the benefits to value of the Fund over the long term. In no instance will portfolio securities be purchased from brokerage and research services provided by such broker or sold to dealer, viewed in terms of either that particular transaction or the Sub-Adviser’s overall responsibilities with respect to the Fund. The policies with respect to brokerage allocation, or any affiliated person thereofdetermined from time to time by the Board, except are those disclosed in accordance the Registration Statement. The Sub-Adviser will periodically evaluate the statistical data, research and other investment services provided to it by brokers and dealers. Such services may be used by the Sub-Adviser in connection with the applicable securities laws and the rules and regulations thereunder and any exemptive orders currently performance of its obligations under this Agreement or in effectconnection with other advisory or investment operations including using such information in managing its own accounts. Whenever the Sub-Adviser simultaneously places orders to purchase or sell the same security on behalf of a the Fund and one or more other accounts advised by the Sub-Adviser, such the orders will will, to the extent practicable, be allocated as to price and amount among all such accounts in a manner believed to be equitable by the Sub-Adviser to each accountaccount and otherwise in accordance with the Sub-Adviser’s procedures approved by the Board. (cd) Only with prior written consent from GEAM and subject to: (i) the requirement that the Sub-Adviser seek to obtain best execution and price within the policy guidelines determined by the Board and set forth in the Registration Statement, (ii) the provisions of the 1940 Act and the Advisers Act, (iii) the provisions of the 1934 Act, and (iv) other applicable provisions of law, the Sub-Adviser or an affiliated person of the Sub-Adviser or of GEAM may act as broker for the Fund in connection with the purchase or sale of securities or other investments for the Fund. Such brokerage services are not within the scope of the duties of the Sub-Adviser under this Agreement. Subject to the requirements of applicable law and any procedures adopted by the Board, the Sub-Adviser or its affiliated persons may receive brokerage commissions, fees or other remuneration from the Fund or the Trust for such services in addition to the Sub-Adviser’s fees for services under this Agreement. (e) The Sub-Adviser shall maintain, in the form and for the periods required by Rule 31a-2 under the 1940 Act, all records relating to the Fund’s investments that are required to be maintained by the Trust pursuant to the requirements of Rule 31a-1 under the 1940 Act. The Sub-Adviser agrees that all books and records which it maintains for the Fund or the Trust are the property of the Trust and further agrees to surrender the same to GEAM or the Trust upon GEAM’s or the Trust’s request (provided, however, that Sub-Adviser may retain copies of such records). The Sub-Adviser agrees to furnish the Board and GEAM with such periodic and special reports regarding the Fund’s investments and records relating to the same as the Board or GEAM reasonably may request. Further, the Sub-Adviser shall permit the books and records maintained with respect to the Fund to be inspected and audited by the Trust, GEAM or their respective agents at all reasonable times during normal business hours upon reasonable notice. (f) At such times as shall reasonably be requested, the Sub-Adviser will provide to the Board and GEAM economic and investment analyses and reports relating to the Allocated Assets, information regarding the Sub-Adviser required to be included in the Registration Statement and information necessary for GEAM and the Board to review the Fund or discuss the management of it. The Sub-Adviser will provide quarterly reports setting forth the Fund’s performance with respect to the Allocated Assets and the Sub-Adviser’s private account composite performance and will complete on a quarterly basis the checklist provided to it by GEAM regarding the Fund’s investments and transactions. The Sub-Adviser shall make available to the Board and GEAM any economic, statistical and investment services normally available to institutional or other customers of the Sub-Adviser. The Sub-Adviser will make available its officers and employees to meet with the Board on reasonable notice to review the Fund’s investments. (g) In accordance with procedures adopted by the Board, as amended from time to time, the Sub-Adviser is responsible for assisting the Board in determining the fair valuation of any illiquid portfolio securities held within the Allocated Assets and will assist the Trust’s accounting services agent or GEAM to obtain independent sources of market value for all other portfolio securities. Further, the Sub-Adviser shall promptly notify the Fund and/or GEAM of any and all instances in which the Sub-Adviser knows or should have reason to know that the market quoted price or value of a portfolio security does not represent the “fair value” of the instrument (i.e., the price at which that instrument could be acquired or sold in an arm’s-length transaction between unrelated parties in which each party acts knowledgeably, prudently and without compulsion) or that there is no market price or value available from any source with respect to a particular instrument and that such instrument should accordingly be subject to a fair valuation determination in accordance with procedures adopted by the Board, as amended from time to time. (h) At such times as shall be reasonably requested by GEAM, the Sub-Adviser shall review and certify in writing that the information stated in the Trust’s Registration Statement relating to the Sub-Adviser, its management of the Fund with respect to the Allocated Assets, including investment objectives, strategies and related risks, and its performance history is true, correct and complete to the best of its knowledge. (i) The Sub-Adviser will maintain all required books and records with respect to the securities transactions promptly notify GEAM of any change of control of the FundsSub-Adviser, including any change of its general partners or 25% shareholders or members, as applicable, and will furnish any changes in the Board and Adviser with key personnel of the Sub-Adviser, including without limitation, any change in the portfolio management personnel responsible for the Allocated Assets, in each case prior to or promptly after such periodic and special reports as change. Notwithstanding the Board or Adviser reasonably may request. foregoing, the Sub-Adviser hereby agrees will promptly notify GEAM of any existing agreement, or upon entering into any agreement, that all records which it maintains for the Adviser are the property may result in a change of control of the Sub-Adviser, including without limitation the retention of an agent to assist in the sale of all, or a significant portion, of the business of the Sub-Adviser. (j) The Sub-Adviser will calculate its private account composite performance in compliance with the Global Investment Performance Standards of the CFA Institute Centre for Financial Market Integrity and agrees to preserve for such performance will be reviewed or verified at least annually by an independent firm providing performance verification services. (k) Unless GEAM gives the periods prescribed by applicable law any records which it maintains for the Sub-Adviser and which are required to be maintained, and further agrees to surrender promptly written instructions to the contrary, the Sub-Adviser shall, in accordance with the Sub-Adviser’s proxy voting policies and procedures (as they may be amended from time to time), vote proxies in the best interests of the Fund as may be necessary or advisable in connection with any records which it maintains for matters submitted to a vote of the Adviser upon request shareholders of an issuer held by the AdviserFund and shall provide GEAM with its proxy voting procedures and guidelines and any amendments thereto.

Duties as Sub-Adviser. (a) Subject to the supervision of the TrustPortfolio's Board of Trustees ("Board") and AdviserChancellor SSM, the Sub-Adviser will provide a continuous investment program for each Fundprogram, including investment research and management, with respect to all or for a portion of the securities and investments and cash equivalents of the Fund Portfolio to be determined by the Manager (the "Sub-Advised Assets"), such Sub-Advised Assets to be determined by the Adviser. The Sub-Adviser will determine from time to time what securities and other investments will to be purchased, retained or sold with respect to the Sub-Advised Assets of each Fund, and the brokers and dealers through whom trades Portfolio. The Sub-Adviser will be executedresponsible for placing purchase and sell orders for such investments and for other related transactions. The Sub-Adviser will provide services under this Agreement in accordance with the Portfolio's investment objectives, policies and restrictions as stated in the Portfolio's registration statement. (b) The Sub-Adviser agrees that, in placing orders with brokers and dealersbrokers, it will attempt to obtain the best net result in terms of price and execution. Consistent with this obligation; provided that, on behalf of the Portfolio, the Sub-Adviser may, in its discretion, purchase portfolio securities from and sell portfolio securities from and to brokers and dealers who sell shares of the Funds or provide the Funds, Adviser's other clients, or Sub-Adviser's other clients Portfolio with research, analysis, advice and similar services. The , and the Sub-Adviser may pay to brokers and dealersthose brokers, in return for such research and analysisservices, a higher commission or spread than may be charged by other brokers and dealersbrokers, subject to the Sub-Adviser determining in good faith that such commission or spread is reasonable in terms either of the particular transaction or of the overall responsibility of the Adviser and the Sub-Adviser to the Funds Portfolio and their its other clients and that the total commissions or spreads paid by each Fund the Portfolio will be reasonable in relation to the benefits to the Fund Portfolio over the long term. In no instance will portfolio securities be purchased from or sold to the Sub-Adviser, or any affiliated person thereof, except in accordance with the applicable federal securities laws and the rules and regulations thereunder and any exemptive orders currently in effectthereunder. Whenever the Sub-Adviser simultaneously places orders to purchase or sell the same security on behalf of a Fund the Portfolio and one or more other accounts advised by the Sub-Adviser, such orders will be allocated as to price and amount among all such accounts in a manner believed to be equitable to each account. (c) The Sub-Adviser will maintain all required books and records required to be maintained by the Sub-Adviser pursuant to the 1940 Act and the rules and regulations promulgated thereunder with respect to the securities transactions on behalf of the FundsPortfolio, and will furnish the Board and Adviser Chancellor SSM with such periodic and special reports as the Board or Adviser reasonably Chancellor SSM reasonable may request. In compliance with the requirements of Rule 31a-3 under the 1940 Act, the Sub-Adviser hereby agrees that all records which it maintains for the Adviser Portfolio are the property of the AdviserPortfolio, and agrees to preserve for the periods prescribed by applicable law Rule 31a-2 under the 1940 Act any records which it maintains for the Adviser Portfolio and which are required to be maintainedmaintained by Rule 31a-1 under the 1940 Act, and further agrees to surrender promptly to the Adviser Portfolio any records which it maintains for the Adviser Portfolio upon request by the Portfolio. (d) The Sub-Adviser will provide the Board and Chancellor SSM on a regular basis with economic and investment analyses and reports and make available to the Board and Chancellor SSM upon request any economic, statistical and investment services normally available to institutional or other customers of the Sub-Adviser.

Duties as Sub-Adviser. (a) Subject to the supervision and direction of the Trust's Board of Trustees (the "Board") and review by Manager, and any written guidelines adopted by the Board or Manager and furnished to the Sub-Adviser, the Sub-Adviser will provide a continuous investment program for each Fundall or a designated portion of the assets ("Segment") of the Series, including investment research and management, discretionary management with respect to all or a portion of the securities and investments and cash equivalents of in the Fund (the "Sub-Advised Assets"), such Sub-Advised Assets to be determined by the AdviserSeries or Segment. The Sub-Adviser will determine from time to time what securities and other investments will be purchased, retained or sold by the Series or Segment. The Sub-Adviser will be responsible for placing purchase and sell orders with broker-dealers, which may include broker-dealers affiliated with Sub-Adviser, subject to compliance with Rule 17e-1 under the 1940 Act for investments and for other related transactions for the Series or Segment. Manager delegates to Sub-Adviser and Sub-Adviser shall have the responsibility and authority to vote proxies solicited by, or with respect to to, the issuers of securities held in the Series or the Sub-Advised Assets Adviser's Segment of each Fundthe Series. Manager shall provide (or cause the Series' custodian to provide) to Sub-Adviser all proxy solicitation materials and shall assist Sub-Adviser in its efforts to conduct the proxy voting process. The Sub-Adviser will provide services under this Contract in accordance with the Series' investment objective, policies and restrictions as stated in the Trust's currently effective registration statement under the 1940 Act, and any amendments or supplements thereto (the brokers and dealers through whom trades will "Registration Statement"). Manager agrees that Sub-Adviser shall not be executedcharged with knowledge of any of the foregoing until such information is received (in written form) by Sub-Adviser. (b) The Sub-Adviser agrees that, in placing orders with brokers and broker-dealers, it will attempt seek to obtain the best net result in terms of price and execution. Consistent with this obligation; provided that, on behalf of the Series, the Sub-Adviser may, in its discretion, purchase and sell portfolio securities from and to brokers and use broker-dealers who sell shares of the Funds or that provide the Funds, Adviser's other clients, or Sub-Adviser's other clients Adviser with research, analysis, advice and similar services. The services to execute portfolio transactions on behalf of the Series or Segment, and the Sub-Adviser may pay to brokers and dealers, those broker-dealers in return for such brokerage and research and analysis, services a higher commission or spread than may be charged by other brokers and broker-dealers, subject to the Sub-Adviser Adviser's determining in good faith that such commission or spread is reasonable in terms either of the particular transaction or of the overall responsibility of the Adviser and the Sub-Adviser and its affiliates to the Funds and their Series or its other clients over which they have investment discretion and that the total commissions or spreads paid by each Fund the Series or Segment will be reasonable in relation to the benefits to the Fund Series over the long term. In no instance will portfolio securities be purchased from or sold to the Manager, the Trust or the Sub-Adviser, or any affiliated person thereof, except in accordance with the applicable federal securities laws and the rules and regulations thereunder thereunder. The Sub-Adviser may aggregate sales and any exemptive purchase orders currently in effectwith respect to the assets of the Series or Segment with similar orders being made simultaneously for other accounts advised by the Sub-Adviser or its affiliates. Whenever the Sub-Adviser simultaneously places orders to purchase or sell the same security on behalf of a Fund the Series and one or more other accounts advised by the Sub-Adviser, such the orders will be allocated as to price and amount among all such accounts in over a manner believed to be period of time on a fair and equitable basis relative to each account. Manager recognizes that in some cases this procedure may adversely affect the results obtained for the Series or Segment. (c) The Sub-Adviser will maintain maintain, in connection with the Sub-Adviser's investment advisory obligations provided to the Series, all required books and records required to be maintained pursuant to the 1940 Act and the rules and regulations promulgated thereunder with respect to transactions by the securities transactions Sub-Adviser on behalf of the FundsSeries or Segment, and will furnish the Board and Adviser Manager with such periodic and special reports as the Board or Adviser Manager reasonably may request. In compliance with the requirements of Rule 31a-3 under the 1940 Act, the Sub-Adviser hereby agrees that all records which that it maintains for the Adviser Series are the property of the AdviserTrust, and agrees to preserve for the periods prescribed by applicable law Rule 31a-2 under the 1940 Act any records which that it maintains for the Adviser Trust and which that are required to be maintainedmaintained by Rule 31a-1 under the 1940 Act, and further agrees to surrender promptly to the Adviser Trust any records which or copies thereof that it maintains for the Adviser Series upon request by the Trust or Manager; provided, however, that Sub-Adviser may retain copies of any records to the extent required for it to comply with applicable law. Notwithstanding the foregoing, the Sub-Adviser has no responsibility for the maintenance of the Trust's records, except insofar as directly related to the services provided to the Series. (d) At such times as shall be reasonably requested by the Board or Manager, the Sub-Adviser will provide the Board and Manager with economic and investment analyses and reports as well as quarterly reports setting forth the performance of the Series or Segment and make available to the Board and Manager any economic, statistical and investment services that the Sub-Adviser normally makes available to its institutional or other customers. (e) The Sub-Adviser will not make loans to any person to purchase or carry shares in the Trust or make loans to the Trust. (f) During the term of this Contract, the Sub-Adviser will bear all expenses incurred by it in connection with the performance of its services under this Contract, other than: the cost of securities (including brokerage commissions, if any) purchased for the Series. Notwithstanding the foregoing, the Sub-Adviser shall not bear expenses related to the operation of the Trust or any Series including, but not limited to, taxes, interest, brokerage fees and commissions and any extraordinary expense items. (g) By SWIFT messaging, the Sub-Adviser will communicate to the Manager and to the Trust's custodian and fund accountants as instructed by Manager on each day that a purchase or sale of a security is effected for the Series (i) the name of the issuer, (ii) the amount of the purchase or sale, (iii) the name of the broker or dealer, if any, through which the purchase or sale was effected, (iv) the CUSIP number of the security, if any, and (v) such other information as the Manager may reasonably require for purposes of fulfilling its obligations to the Trust under the Advisory Contract. (h) The Sub-Adviser will promptly review all (i) reports of security holdings in the Series, (ii) summary reports of transactions and pending maturities (including the principal, cost and accrued interest on each portfolio security in maturity date order) and (iii) current cash position reports (including cash available from portfolio sales and maturities and sales of the Series' shares less cash needed for redemptions and settlement of portfolio purchases), all within a reasonable time after receipt thereof from the Trust (or the Series' custodian) and will report any material errors or discrepancies in such reports to the Series' custodian within three (3) business days after discovery of such discrepancies. Manager agrees that Sub-Adviser shall not be charged with knowledge of any of the foregoing until such information is received (in written form) by Sub-Adviser.

Duties as Sub-Adviser. (a) Subject to the supervision of the TrustPortfolio's Board of Trustees ("Board") and Adviser, the Sub-Adviser will provide a continuous investment program for each Fundthe Portfolio, including investment research and management, with respect to all or a portion of the securities and investments and cash equivalents of the Fund (the "Sub-Advised Assets"), such Sub-Advised Assets to be determined by the AdviserPortfolio. The Sub-Adviser will determine from time to time what securities and other investments will be purchased, retained or sold with respect to by the Sub-Advised Assets of each FundPortfolio., and the brokers and dealers through whom trades will be executed. (b) The Sub-Adviser agrees that, in placing orders with brokers and dealers, it will attempt to obtain the best net result results in terms of price and execution. Consistent with this obligation, the Sub-Adviser may, in its discretion, purchase and sell portfolio securities from and to brokers and dealers who sell shares of the Funds or provide the FundsPortfolio's, [Adviser's other clients's], or Sub-Adviser's other clients with research, analysis, advice and similar services. The Sub-Adviser may pay to brokers and dealerspay, in return for such services research and analysis, a higher commission or spread than may be charged by other brokers and dealers, subject to the Sub-Adviser Adviser's determining in good faith that such commission or spread is reasonable in terms either of the particular transaction or of the overall responsibility of the Adviser and the Sub-Adviser to the Funds Portfolio and their its other clients and that the total commissions or spreads paid by each Fund the Portfolio will be reasonable in relation to the benefits to the Fund Portfolio over the long term. In no instance will portfolio Portfolio securities be purchased from or sold to the Sub-Adviser, or any affiliated person thereof, except in accordance with the applicable federal securities laws and the rules and regulations thereunder and any exemptive orders currently in effect. Whenever the Sub-Adviser simultaneously places orders to purchase or sell the same security on behalf of a Fund the Portfolio and one or more other accounts advised by the Sub-Adviser, such orders will be allocated as to price and amount among all such accounts in a manner believed to be equitable to each account. The Portfolio recognizes that is some cases this procedure may adversely affect the results obtained for the Portfolio. (c) The Sub-Adviser will maintain all required books and records with respect to the securities transactions of the FundsPortfolio, and will furnish the Board and Adviser with such periodic and special reports as the Board or Adviser reasonably may request. In compliance with the requirements of Rule 31a-3 under the 1940 Act, the Sub-Adviser hereby agrees that all records which it maintains for the Adviser Portfolio are the property of the AdviserPortfolio, and agrees to preserve for the periods prescribed by applicable law Rule 31a-2 under the 1940 Act any records which it maintains for the Adviser and which are required to be maintained, and further agrees to surrender promptly to the Adviser any records which it maintains for the Adviser upon request by the Adviser.1

Duties as Sub-Adviser. (a) Subject to the supervision of the Trust's Board of Trustees ("Board") and Adviser, the Sub-Adviser will provide a continuous investment program for each Fund, including investment research and management, with respect to all or a portion of the securities and investments and cash equivalents of the Fund (the "Sub-Advised Assets"), such Sub-Advised Assets to be determined by the Adviser. The Sub-Adviser will determine from time to time what securities and other investments will be purchased, retained or sold with respect to the Sub-Advised Assets of each Fund, and the brokers and dealers through whom trades will be executed. (b) The Sub-Adviser agrees that, in placing orders with brokers and dealers, it will attempt to obtain the best net result in terms of price and execution. Consistent with this obligation, the Sub-Adviser may, in its discretion, purchase and sell portfolio securities from and to brokers and dealers who sell shares of the Funds or provide the Funds, Adviser's other clients, or Sub-Adviser's other clients with research, analysis, advice and similar services. The Sub-Adviser may pay to brokers and dealers, in return for such research and analysis, a higher commission or spread than may be charged by other brokers and dealers, subject to the Sub-Adviser determining in good faith that such commission or spread is reasonable in terms either of the particular transaction or of the overall responsibility of the Adviser and the Sub-Adviser to the Funds and their other clients and that the total commissions or spreads paid by each Fund will be reasonable in relation to the benefits to the Fund over the long term. In no instance will portfolio securities be purchased from or sold to the Sub-Adviser, or any affiliated person thereof, except in accordance with the applicable securities laws and the rules and regulations thereunder and any exemptive orders currently in effect. Whenever the Sub-Adviser simultaneously places orders to purchase or sell the same security on behalf of a Fund and one or more other accounts advised by the Sub-Adviser, such orders will be allocated as to price and amount among all such accounts in a manner believed to be equitable to each account. (c) The Sub-Adviser will maintain all required books and records with respect to the securities transactions of the Funds, and will furnish the Board and Adviser with such periodic and special reports as the Board or Adviser reasonably may request. Sub-Adviser hereby agrees that all records xxxxxxs which it maintains for the Adviser are the property of the Adviser, and agrees to preserve for the periods prescribed by applicable law any records which it maintains for the Adviser and which are required to be maintained, and further agrees to surrender promptly to the Adviser any records which it maintains for the Adviser upon request by the Adviser.

Duties as Sub-Adviser. (a) Subject to the supervision of the TrustPortfolio's Board of Trustees ("Board") and Adviser, the Sub-Adviser will provide a continuous investment program for each Fundthe Portfolio, including investment research and management, with respect to all or a portion of the securities and investments and cash equivalents of the Fund (the "Sub-Advised Assets"), such Sub-Advised Assets to be determined by the AdviserPortfolio. The Sub-Adviser will determine from time to time what securities and other investments will be purchased, retained or sold with respect to by the Sub-Advised Assets of each FundPortfolio, and the brokers and dealers through whom trades will be executed. (b) The Sub-Adviser agrees that, in placing orders with brokers and dealers, it will attempt to obtain the best net result results in terms of price and execution. Consistent with this obligation, the Sub-Adviser may, in its discretion, purchase and sell portfolio securities from and to brokers and dealers who sell shares of the Funds or provide the FundsPortfolio's, Adviser's other clients's, or Sub-Adviser's other clients with research, analysis, advice and similar services. The Sub-Adviser may pay to brokers and dealerspay, in return for such services research and analysis, a higher commission or spread than may be charged by other brokers and dealers, subject to the Sub-Adviser Adviser's determining in good faith that such commission or spread is reasonable in terms either of the particular transaction or of the overall responsibility of the Adviser and the Sub-Adviser to the Funds Portfolio and their its other clients and that the total commissions or spreads paid by each Fund the Portfolio will be reasonable in relation to the benefits to the Fund Portfolio over the long term. In no instance will portfolio Portfolio securities be purchased from or sold to the Sub-Adviser, or any affiliated person thereof, except in accordance with the applicable federal securities laws and the rules and regulations thereunder and any exemptive orders currently in effect. Whenever the Sub-Adviser simultaneously places orders to purchase or sell the same security on behalf of a Fund the Portfolio and one or more other accounts advised by the Sub-Adviser, such orders will be allocated as to price and amount among all such accounts in a manner believed to be equitable to each account. The Portfolio recognizes that in some cases this procedure may adversely affect the results obtained for the Portfolio. (c) The Sub-Adviser will maintain all required books and records with respect to the securities transactions of the FundsPortfolio, and will furnish the Board and Adviser with such periodic and special reports as the Board or Adviser reasonably may request. In compliance with the requirements of Rule 31a-3 under the 1940 Act, the Sub-Adviser hereby agrees that all records which it maintains for the Adviser Portfolio are the property of the AdviserPortfolio, and agrees to preserve for the periods prescribed by applicable law Rule 31a-2 under the 1940 Act any records which it maintains for the Adviser Portfolio and which are required to be maintainedmaintained by Rule 31a- 1 under the 1940 Act, and further agrees to surrender promptly to the Adviser Portfolio any records which it maintains for the Adviser Portfolio upon request by the AdviserPortfolio.

Duties as Sub-Adviser. (a) Subject to the supervision of and any guidelines adopted by the Trust's Board of Trustees (the "Board") and Adviserby Bartxxxx, the xxe Sub-Adviser will provide a continuous investment program for each the Fund's assets, including investment research and management, with respect to all or a portion of the securities and investments and cash equivalents of the Fund (the "Sub-Advised Assets"), such Sub-Advised Assets to be determined by the Adviser. The Sub-Adviser will determine from time to time what securities and other investments will be purchased, retained or sold with respect to by the Fund. The Sub-Advised Assets Adviser will be responsible for placing purchase and sell orders for the securities investments and for other related transactions. The Sub-Adviser will provide services under this Agreement in accordance with the Fund's investment objective, policies and restrictions as stated in the 2 Fund's currently effective registration statement under the Securities Act of each Fund1933, as amended, and the brokers 1940 Act ("Registration Statement"), and dealers through whom trades will be executedany amendments or supplements thereto. (b) The Sub-Adviser agrees that, in placing orders with brokers and or dealers, it will attempt to obtain the best net result in terms of price and execution. Consistent with this obligation; provided that, on behalf of the Fund, the Sub-Adviser may, in its discretion, purchase and or sell portfolio securities from and to through brokers and dealers who sell shares of the Funds or provide the Funds, Adviser's other clients, or Sub-Adviser's other clients Fund with research, analysis, advice and similar services. The , and the Sub-Adviser may pay to brokers and dealersthose brokers, in return for such brokerage and research and analysis, services a higher commission or spread than may be charged by other brokers and dealersbrokers, subject to the Sub-Adviser Adviser's determining in good faith that such commission or spread is reasonable in terms either of the particular transaction or of the overall responsibility of the Adviser and the Sub-Adviser to the Funds Fund and their its other clients and that the total commissions or spreads paid by each the Fund will be reasonable in relation to the benefits to the Fund over the long term. In no instance will portfolio securities be purchased from or sold to the Sub-AdviserAdviser or Bartxxxx, or xx any affiliated person thereofof either of them, except in accordance with the applicable federal securities laws and the rules and regulations thereunder thereunder. The Sub-Adviser, or any affiliated person thereof or of Bartxxxx, xxy act as broker in connection with transactions in portfolio securities on behalf of the Fund, provided that such actions are in compliance with the federal securities laws and any exemptive orders currently in effectthe rules and regulations thereunder, including Section 17(e) of the 1940 Act and Rule 17e-1 thereunder. Whenever the Sub-Adviser simultaneously places orders to purchase or sell the same security on behalf of a the Fund and one or more other accounts advised by the Sub-Adviser, such the orders will be allocated as to price and amount among all such accounts in a manner believed to be equitable by the Sub-Adviser over time to each account. Bartxxxx xxxognizes that in some cases this procedure may adversely affect the results obtained for the Fund. (c) The Sub-Adviser will maintain all required books and records related to its activities hereunder required to be maintained by the Sub-Adviser pursuant to the 1940 Act and the rules and regulations promulgated thereunder with respect to the securities transactions on behalf of the FundsFund, and will furnish the Board Trust and Adviser with Bartxxxx xxxh such periodic and special reports as the Board or Adviser reasonably Bartxxxx xxxsonably may request. In compliance with the requirements of Rule 31a-3 under the 1940 Act, 3 the Sub-Adviser hereby agrees that all records which it maintains for the Adviser Fund are the property of the AdviserTrust, and agrees to preserve for the periods prescribed by applicable law Rule 31a-2 under the 1940 Act any records which it maintains for the Adviser Trust and which are required to be maintainedmaintained by Rule 31a-1 under the 1940 Act, and further agrees to surrender promptly to the Adviser Trust any records which it maintains for the Adviser Trust (or copies thereof) upon request by the Trust. (d) At such times as shall be reasonably requested by the Board or Bartxxxx, xxe Sub-Adviser will provide the Board and Bartxxxx xxxh economic and investment analyses and reports as well as quarterly reports setting forth the Fund's performance and make available to the Board and Bartxxxx xxx economic, statistical and investment services normally available to institutional or other customers of the Sub-Adviser. (e) In accordance with procedures adopted by the Board, as amended from time to time, the Sub-Adviser is responsible for assisting in the fair valuation of any illiquid Fund securities and will assist in providing independent sources of market value for all other portfolio securities.

Duties as Sub-Adviser. (a) Subject to the supervision and direction of the Trust's Board of Trustees ("Board") and Adviserreview by Viking, and any written guidelines adopted by the Board or Viking, the Sub-Adviser will provide a continuous investment program for each Fundwith respect to the Funds' investments, including investment research and management, with respect management to all or a portion of the securities and investments and cash equivalents of in the Fund (the "Sub-Advised Assets"), such Sub-Advised Assets to be determined by the AdviserFunds. The Sub-Adviser will determine from time to time what securities and other investments will be purchased, retained or sold by the Funds. The Sub-Adviser will be responsible for placing purchase and sell orders for investments and for other related transactions with respect to the Funds' investments. The Sub-Advised Assets of Adviser will provide services under this Contract in accordance with the each Fund's investment objective, policies and restrictions as stated in the Trust's currently effective registration statement under the 1940 Act, and the brokers and dealers through whom trades will be executedany amendments or supplements thereto ("Registration Statement"). (b) The Sub-Adviser agrees that, in placing orders with brokers and dealersbrokers, it will attempt to obtain the best net result in terms of price and execution. Consistent with this obligation; provided that, on behalf of the Funds, the Sub-Adviser may, in its discretion, purchase and sell portfolio securities from and to use brokers and dealers who sell shares of the Funds or provide the Funds, Adviser's other clients, or Sub-Adviser's other clients Adviser with research, analysis, advice and similar services. The services to execute portfolio transactions, and the Sub-Adviser may pay to those brokers and dealers, in return for such brokerage and research and analysis, services a higher commission or spread than may be charged by other brokers and dealersbrokers, subject to the Sub-Adviser Adviser's determining in good faith that such commission or spread is reasonable in terms either of the particular transaction or of the overall responsibility of the Adviser and the Sub-Adviser to the Funds and their its other clients and that the total commissions or spreads paid by each Fund the Funds will be reasonable in relation to the benefits to the Fund Funds over the long term. In no instance will portfolio securities be purchased from or sold to the Sub-Adviser, or any affiliated person thereof, except in accordance with the applicable federal securities laws and the rules and regulations thereunder and any exemptive orders currently in effectthereunder. Whenever the Sub-Adviser simultaneously places orders to purchase or sell the same security on behalf of a Fund the Funds and one or more other accounts advised by the Sub-Adviser, such the orders will be allocated as to price and amount among all such accounts in a manner believed to be equitable over time to each account. Viking recognizes that in some cases this procedure may adversely affect the results obtained for the Funds. (c) The Sub-Adviser will maintain all required books and records required to be maintained pursuant to the 1940 Act and the rules and regulations promulgated thereunder with respect to actions by the securities transactions Sub-Adviser on behalf of the Funds, and will furnish the Board and Adviser Viking with such periodic and special reports as the Board or Adviser Viking reasonably may request. In compliance with the requirements of Rule 31a-3 under the 1940 Act, the Sub-Adviser hereby agrees that all records which that it maintains for the Adviser Funds are the property of the AdviserTrust, and agrees to preserve for the periods prescribed by applicable law Rule 31a-2 under the 1940 Act any records which that it maintains for the Adviser Trust and which that are required to be maintainedmaintained by Rule 31a-1 under the 1940 Act, and further agrees to surrender promptly to the Adviser Trust any records which that it maintains for the Adviser Funds upon request by the AdviserTrust. For legal and regulatory compliance purposes, the Sub-Adviser may retain at its offices copies of records that it maintained for the Funds. (d) At such times as shall be reasonably requested by the Board or Viking, the Sub-Adviser will provide the Board and Viking with economic and investment analyses and reports as well as quarterly reports setting forth the performance of the Funds' investments and make available to the Board and Viking any economic, statistical and investment services that the Sub-Adviser normally makes available to its institutional or other customers.

Duties as Sub-Adviser. (a) Subject to the supervision and direction of the Trust's Board of Trustees (the "Board") and Adviserreview by Xxxxxxxx Xxxxxxxx, and any written guidelines adopted by the Board or Xxxxxxxx Xxxxxxxx, the Sub-Adviser will provide a continuous investment program for each Fundwith respect to the small-cap segment of the Portfolio's investments, including investment research and management, with respect management to all or a portion of the securities and investments and cash equivalents in the Portfolio allocated by Xxxxxxxx Xxxxxxxx to the small-cap segment of the Fund (the "Sub-Advised Assets"), such Sub-Advised Assets to be determined by the AdviserPortfolio's investments. The Sub-Adviser will determine from time to time what securities and other investments will be purchased, retained or sold by the Portfolio in the small-cap segment of the Portfolio's investments. The Sub-Adviser will be responsible for placing purchase and sell orders for investments and for other related transactions with respect to the small-cap segment of the Portfolio's investments. The Sub-Advised Assets of each FundAdviser will provide services under this Agreement in accordance with the Portfolio's investment objective, policies and restrictions as stated in the Trust's currently effective registration statement under the 1940 Act, and the brokers and dealers through whom trades will be executedany amendments or supplements thereto ("Registration Statement"). (b) The Sub-Adviser agrees that, in placing orders with brokers and dealersbrokers, it will attempt to obtain the best net result in terms of price and execution. Consistent with this obligation; provided that, on behalf of the Portfolio, the Sub-Adviser may, in its discretion, purchase and sell portfolio securities from and to use brokers and dealers who sell shares of the Funds or provide the Funds, Adviser's other clients, or Sub-Adviser's other clients Adviser with research, analysis, advice and similar services. The services to execute portfolio transactions, and the Sub-Adviser may pay to those brokers and dealers, in return for such brokerage and research and analysis, services a higher commission or spread than may be charged by other brokers and dealersbrokers, subject to the Sub-Adviser Adviser's determining in good faith that such commission or spread is reasonable in terms either of the particular transaction or of the overall responsibility of the Adviser and the Sub-Adviser to the Funds Portfolio and their its other clients and that the total commissions or spreads paid by each Fund the Portfolio will be reasonable in relation to the benefits to the Fund Portfolio over the long term. In no instance will portfolio securities be purchased from or sold to the Sub-Adviser, or any affiliated person thereof, except in accordance with the applicable federal securities laws and the rules and regulations thereunder thereunder. The Sub-Adviser may aggregate sales and any exemptive purchase orders currently in effectof the assets of the Portfolio with similar orders being made simultaneously for other accounts advised by the Sub-Adviser or its affiliates. Whenever the Sub-Adviser simultaneously places orders to purchase or sell the same security on behalf of a Fund the Portfolio and one or more other accounts advised by the Sub-Adviser, such the orders will be allocated as to price and amount among all such accounts in a manner believed to be equitable over time to each account. Xxxxxxxx Xxxxxxxx recognizes that in some cases this procedure may adversely affect the results obtained for the Portfolio. (c) The Sub-Adviser will maintain all required books and records required to be maintained pursuant to the 1940 Act and the rules and regulations promulgated thereunder with respect to transactions by the securities transactions Sub-Adviser on behalf of the FundsPortfolio, and will furnish the Board and Adviser Xxxxxxxx Xxxxxxxx with such periodic and special reports as the Board or Adviser Xxxxxxxx Xxxxxxxx reasonably may request. In compliance with the requirements of Rule 3la-3 under the 1940 Act, the Sub-Adviser hereby agrees that all records which that it maintains for the Adviser Portfolio are the property of the AdviserTrust, and agrees to preserve for the periods prescribed by applicable law Rule 31a-2 under the 1940 Act any records which that it maintains for the Adviser Trust and which that are required to be maintainedmaintained by Rule 3la-1 under the 1940 Act, and further agrees to surrender promptly to the Adviser Trust any records which that it maintains for the Adviser Portfolio upon request by the AdviserTrust. (d) At such times as shall be reasonably requested by the Board or Xxxxxxxx Xxxxxxxx, the Sub-Adviser will provide the Board and Xxxxxxxx Xxxxxxxx with economic and investment analyses and reports as well as quarterly reports setting forth the performance of the small-cap segment of the Portfolio's investments and make available to the Board and Xxxxxxxx Xxxxxxxx any economic, statistical and investment services that the Sub-Adviser normally makes available to its institutional or other customers. (e) In accordance with procedures adopted by the Board, as amended from time to time, the Sub-Adviser is responsible for assisting in the fair valuation of all portfolio securities and will use its reasonable efforts to arrange for the provision of a price(s) from a party(ies) independent of the Sub-Adviser for each portfolio security for which the custodian does not obtain prices in the ordinary course of business from an automated pricing service.

Duties as Sub-Adviser. (a) Subject to the supervision of the Trust's Board of Trustees ("Board") and Adviser, the Sub-Adviser will provide a continuous investment program for each Fund, including investment research and management, with respect to all or a portion of the securities and investments and cash equivalents of the Fund (the "Sub-Advised Assets"), such Sub-Advised Assets to be determined by the Adviser. The Sub-Adviser will determine from time to time what securities and other investments will be purchased, retained or sold with respect to the Sub-Advised Assets of each Fund, and the brokers and dealers through whom trades will be executed. (b) The Sub-Adviser agrees that, in placing orders with brokers and dealers, it will attempt to obtain the best net result in terms of price and execution. Consistent with this obligation, the Sub-Adviser may, in its discretion, purchase and sell portfolio securities from and to brokers and dealers who sell shares of the Funds or provide the Funds, Adviser's other clients, or Sub-Adviser's other clients with research, analysis, advice and similar services. The Sub-Adviser may pay to brokers and dealers, in return for such research and analysis, a higher commission or spread than may be charged by other brokers and dealers, subject to the Sub-Adviser determining in good faith that such commission or spread is reasonable in terms either of the particular transaction or of the overall responsibility of the Adviser and the Sub-Adviser to the Funds and their other clients and that the total commissions or spreads paid by each Fund will be reasonable in relation to the benefits to the Fund over the long term. In no instance will portfolio securities be purchased from or sold to the Sub-Adviser, or any affiliated person thereof, except in accordance with the applicable securities laws and the rules and regulations thereunder and any exemptive orders currently in effect. Whenever the Sub-Adviser simultaneously places orders to purchase or sell the same security on behalf of a Fund and one or more other accounts advised by the Sub-Adviser, such orders will be allocated as to price and amount among all such accounts in a manner believed to be equitable to each account. (c) The Sub-Adviser will maintain all required books and records with respect to the securities transactions of the Funds, and will furnish the Board and Adviser with such periodic and special reports as V-1 the Board or Adviser reasonably may request. Sub-Adviser hereby agrees that all records which it maintains for the Adviser are the axx xxx property of the Adviser, and agrees to preserve for the periods prescribed by applicable law any records which it maintains for the Adviser and which are required to be maintained, and further agrees to surrender promptly to the Adviser any records which it maintains for the Adviser upon request by the Adviser.

Duties as Sub-Adviser. (a) Subject to the supervision of and any written guidelines adopted by the Trust's Board of Trustees (the "Board") and AdviserXxxxxxxx Xxxxxxxx, the Sub-Sub- Adviser will provide a continuous investment program for each the Fund, including investment research and management, management with respect to all or a portion of the securities and investments and cash equivalents of in the Fund (the "Sub-Advised Assets"), such Sub-Advised Assets to be determined by the AdviserFund. The Sub-Adviser will determine from time to time what securities and other investments will be purchased, retained or sold with respect to by the Fund. The Sub-Advised Assets of each Adviser will be responsible for placing purchase and sell orders for investments and for other related transactions. The Sub-Adviser will provide services under this Agreement in accordance with the Fund's investment objective, policies and restrictions as stated in the Trust's currently effective registration statement under the 1940 Act, and the brokers and dealers through whom trades will be executedany amendments or supplements thereto ("Registration Statement"). (b) The Sub-Adviser agrees that, in placing orders with brokers and dealersbrokers, it will attempt to obtain the best net result in terms of price and execution. Consistent with this obligation; provided that, on behalf of the Fund, the Sub-Adviser may, in its discretion, purchase and sell portfolio securities from and to use brokers and dealers who sell shares of the Funds or provide the Funds, Adviser's other clients, or Sub-Adviser's other clients Adviser with research, analysis, advice and similar services. The services to execute portfolio transactions, and the Sub-Adviser may pay to those brokers and dealers, in return for such brokerage and research and analysis, services a higher commission or spread than may be charged by other brokers and dealersbrokers, subject to the Sub-Adviser Adviser's determining in good faith that such commission or spread is reasonable in terms either of the particular transaction or of the overall responsibility of the Adviser and the Sub-Adviser to the Funds Fund and their its other clients and that the total commissions or spreads paid by each the Fund will be reasonable in relation to the benefits to the Fund over the long term. In no instance will portfolio securities be purchased from or sold to the Sub-Adviser, or any affiliated person thereof, except in accordance with the applicable federal securities laws and the rules and regulations thereunder thereunder. The Sub-Adviser may aggregate sales and any exemptive purchase orders currently in effectwith respect to the assets of the Fund with similar orders being made simultaneously for other accounts advised by the Sub-Adviser or its affiliates. Whenever the Sub-Adviser simultaneously places orders to purchase or sell the same security on behalf of a the Fund and one or more other accounts advised by the Sub-Adviser, such the orders will be allocated as to price and amount among all such accounts in a manner believed to be equitable over time to each account. Xxxxxxxx Xxxxxxxx recognizes that in some cases this procedure may adversely affect the results obtained for the Fund. (c) The Sub-Adviser will maintain all required books and records required to be maintained by the Sub-Adviser pursuant to the 1940 Act and the rules and regulations promulgated thereunder with respect to transactions by the securities transactions Sub- Adviser on behalf of the FundsFund, and will furnish the Board and Adviser Xxxxxxxx Xxxxxxxx with such periodic and special reports as the Board or Adviser Xxxxxxxx Xxxxxxxx reasonably may request. In compliance with the requirements of Rule 31a-3 under the 1940 Act, the Sub-Adviser hereby agrees that all records which that it maintains for the Adviser Fund are the property of the AdviserTrust, and agrees to preserve for the periods prescribed by applicable law Rule 31a-2 under the 1940 Act any records which that it maintains for the Adviser Trust and which that are required to be maintainedmaintained by Rule 31a-1 under the 1940 Act, and further agrees to surrender promptly to the Adviser Trust any records which that it maintains for the Adviser Fund upon request by the Trust. (d) At such times as shall be reasonably requested by the Board or Xxxxxxxx Xxxxxxxx, the Sub-Adviser will provide the Board and Xxxxxxxx Xxxxxxxx with economic and investment analyses and reports as well as quarterly reports setting forth the Fund's performance and make available to the Board and Xxxxxxxx Xxxxxxxx any economic, statistical and investment services normally available to institutional or other customers of the Sub-Adviser. (e) In accordance with procedures adopted by the Board, as amended from time to time, the Sub-Adviser is responsible for assisting in the fair valuation of all portfolio securities and will use its reasonable efforts to arrange for the provision of a price(s) from a party(ies) independent of the Sub-Adviser for each portfolio security for which the custodian does not obtain prices in the ordinary course of business from an automated pricing service.

Duties as Sub-Adviser. (a) Subject to the supervision of the Trust's Board of Trustees ("Board") and AdviserXxxxxxxx Xxxxxxxx, the Sub-Adviser will provide a continuous investment program for each Fundthe Series, including investment research and management, with respect to all or a portion of the securities and investments and cash equivalents of the Fund (the "Sub-Advised Assets"), such Sub-Advised Assets to be determined by the Adviser. The Sub-Sub- Adviser will determine from time to time what securities and other investments will be purchased, retained or sold with respect to by the Series. The Sub-Advised Assets Adviser will be responsible for placing purchase and sell orders for investments and for other related transactions. The Sub-Adviser will be responsible for voting proxies of each Fundissuers of securities held by the Series. The Sub-Adviser will manage the Series' assets so as to permit the Series (i) to qualify or to continue to qualify as a regulated investment company under Subchapter M of the Internal Revenue Code, as amended ("Code") and (ii) to comply or continue to comply with the diversification requirements imposed by Section 817(h) of the Code and the brokers regulations thereunder. The Sub- Adviser will provide services under this Contract in accordance with the Series' investment objective, policies and dealers through whom trades will be executedrestrictions as stated in the Trust's Prospectus. (b) The Sub-Adviser agrees that, in placing orders with brokers and dealersbrokers, it will attempt to obtain the best net result in terms of price and execution. Consistent with this obligation; provided that, on behalf of the Series, the Sub-Adviser may, in its discretion, purchase and sell portfolio securities from and to use brokers and dealers who sell shares of the Funds or provide the Funds, Adviser's other clients, or Sub-Adviser's other clients Series with research, analysis, advice and similar services. The services to execute portfolio transactions on behalf of the Series, and the Sub-Adviser may pay to those brokers and dealers, in return for such brokerage and research and analysis, services a higher commission or spread than may be charged by other brokers and dealersbrokers, subject to the Sub-Adviser Adviser's determining in good faith that such commission or spread is reasonable in terms either of the particular transaction or of the overall responsibility of the Adviser and the Sub-Adviser to the Funds Series and their its other clients and that the total commissions or spreads paid by each Fund the Series will be reasonable in relation to the benefits to the Fund Series over the long term. In no instance will portfolio securities be purchased from or sold to the Sub-Adviser, or any affiliated person thereof, except in accordance with the applicable federal securities laws and the rules and regulations thereunder and any exemptive orders currently in effectthereunder. Whenever the Sub-Adviser simultaneously places orders to purchase or sell the same security on behalf of a Fund the Series and one or more other accounts advised by the Sub-Adviser, such orders will be allocated as to price and amount among all such accounts in a manner believed to be equitable to each account. Xxxxxxxx Xxxxxxxx recognizes that in some cases this procedure may adversely affect the results obtained for the Series. (c) The Sub-Adviser will maintain all required books and records required to be maintained by the Sub-Adviser pursuant to the 1940 Act and the rules and regulations promulgated thereunder with respect to the securities transactions on behalf of the FundsSeries, and will furnish the Board and Adviser Xxxxxxxx Xxxxxxxx with such periodic and special reports as the Board or Adviser Xxxxxxxx Xxxxxxxx reasonably may request. Sub-In compliance with the requirements of Rule 31 a-3 under the 1940 Act, the Sub- Adviser hereby agrees that all records which it maintains for the Adviser Series are the property of the AdviserTrust, and agrees to preserve for the periods prescribed by applicable law Rule 31 a-2 under the 1940 Act any records which it maintains for the Adviser Trust and which are required to be maintainedmaintained by Rule 31a-1 under the 1940 Act, and further agrees to surrender promptly to the Adviser Trust any records which it maintains for the Adviser Trust upon request by the Trust. (d) At such times as shall be reasonably requested by the Board or Xxxxxxxx Xxxxxxxx, the Sub-Adviser will provide the Board and Xxxxxxxx Xxxxxxxx with economic and investment analyses and reports and make available to the Board and Xxxxxxxx Xxxxxxxx any economic, statistical and investment services normally available to institutional or other customers of the Sub-Adviser.

Duties as Sub-Adviser. (a) Subject to the supervision of the Trust's Board of Trustees ("Board") and Adviser, the Sub-Adviser will provide a continuous investment program for each Fund, including investment research and management, with respect to all or a portion of the securities and investments and cash equivalents of the Fund (the "Sub-Advised Assets"), such Sub-Advised Assets to be determined by the Adviser. The Sub-Adviser will determine from time to time what securities and other investments will be purchased, retained or sold with respect to the Sub-Advised Assets of each Fund, and the brokers and dealers through whom trades will be executed. (b) The Sub-Adviser agrees that, in placing orders with brokers and dealers, it will attempt to obtain the best net result in terms of price and execution. Consistent with this obligation, the Sub-Adviser may, in its discretion, purchase and sell portfolio securities from and to brokers and dealers who sell shares of the Funds or provide the Funds, Adviser's other clients, or Sub-Adviser's other clients with research, analysis, advice and similar services. The Sub-Adviser may pay to brokers and dealers, in return for such research and analysis, a higher commission or spread than may be charged by other brokers and dealers, subject to the Sub-Adviser determining in good faith that such commission or spread is reasonable in terms either of the particular transaction or of the SUB-ITEM 77Q1(E) overall responsibility of the Adviser and the Sub-Adviser to the Funds and their other clients and that the total commissions or spreads paid by each Fund will be reasonable in relation to the benefits to the Fund over the long term. In no instance will portfolio securities be purchased from or sold to the Sub-Adviser, or any affiliated person thereof, except in accordance with the applicable securities laws and the rules and regulations thereunder and any exemptive orders currently in effect. Whenever the Sub-Adviser simultaneously places orders to purchase or sell the same security on behalf of a Fund and one or more other accounts advised by the Sub-Adviser, such orders will be allocated as to price and amount among all such accounts in a manner believed to be equitable to each account. (c) The Sub-Adviser will maintain all required books and records with respect to the securities transactions of the Funds, and will furnish the Board and Adviser with such periodic and special reports as the Board or Adviser reasonably may request. Sub-Adviser hereby agrees that all records which it maintains for the Adviser are the property of the Adviser, and agrees to preserve for the periods prescribed by applicable law any records which it maintains for the Adviser and which are required to be maintained, and further agrees to surrender promptly to the Adviser any records which it maintains for the Adviser upon request by the Adviser.

Duties as Sub-Adviser. (a) Subject to the supervision of and any guidelines adopted by the TrustFund's Board of Trustees Directors (the "Board") and the Adviser, the Sub-Adviser will provide a continuous investment program for each Fundthe Portfolios, including investment research and management, with respect to all or a portion of the securities and investments and cash equivalents of the Fund (the "Sub-Advised Assets"), such Sub-Advised Assets to be determined by the Adviser. The Sub-Adviser will determine from time to time what securities and other investments will be purchased, retained or sold by the Portfolios. The Sub- Adviser will be responsible for placing purchase and sell orders for investments and for other related transactions. The Sub-Adviser will provide services under this Agreement in accordance with each Portfolio's investment objectives, policies and restrictions as stated with respect to such Portfolio in the Sub-Advised Assets of each Fund, and the brokers and dealers through whom trades will be executed.'s Registration Statement on Form N-1A. (b) The Sub-Adviser agrees that, in placing orders with brokers and dealersbrokers, it will attempt to obtain the best net result in terms of price and execution. Consistent with this obligation; provided that, on behalf of the Portfolios, the Sub-Adviser may, in its discretion, purchase and sell portfolio securities from and to use brokers and dealers who sell shares of the Funds or provide the Funds, Adviser's other clients, or Sub-Adviser's other clients Adviser with research, analysis, advice and similar services. The services to execute transactions with respect to a Portfolio, and the Sub-Adviser may pay to those brokers and dealers, in return for such brokerage and research and analysis, services a higher commission or spread than may be charged by other brokers brokers, so long as (i) such commission is paid in compliance with all applicable state and dealers, subject to Federal laws and in accordance with this Agreement and (ii) the Sub-Adviser determining has determined in good faith that such commission or spread is reasonable in terms either of the particular transaction or of the overall responsibility of the Adviser and the Sub-Sub- Adviser to the Funds such Portfolio and their its other clients and that the total commissions or spreads paid by each Fund such Portfolio will be reasonable in relation to the benefits to the Fund such Portfolio over the long term. In no instance will portfolio securities of any Portfolio be purchased from or sold to the Sub-Adviser, or any affiliated person thereof, thereof except in accordance with the applicable Federal securities laws and the rules and regulations thereunder thereunder. The Sub-Adviser may aggregate sales and any exemptive purchase orders currently in effectwith respect to the assets of the Portfolios with similar orders being made simultaneously for other accounts advised by the Sub- Adviser or its affiliates. Whenever the Sub-Adviser simultaneously places orders to purchase or sell the same security on behalf of a Fund Portfolio and one or more other accounts advised by the Sub-Adviser, such the orders will be allocated as to price and amount among all such accounts in a manner believed to be equitable over time to each such account. The Adviser recognizes that in some cases this procedure may adversely affect the results obtained for such Portfolio. (c) The Sub-Adviser will maintain all required books and records required to be maintained by the Sub-Adviser pursuant to the 1940 Act and the rules and regulations promulgated thereunder with respect to transactions by the securities transactions Sub-Adviser on behalf of the FundsPortfolios, and will furnish the Board and the Adviser with such periodic and special reports as the Board or the Adviser may reasonably may request. Sub-In compliance with the requirements of Rule 31a-3 under the 1940 Act, the Sub- Adviser hereby agrees that all records which it maintains for the Adviser Portfolios are the property of the AdviserFund, and agrees to preserve for the periods prescribed by applicable law Rule 31a-2 under the 1940 Act any records which it maintains for the Adviser Fund and which are required to be maintainedmaintained by Rule 31a-1 under the 1940 Act, and further agrees to surrender promptly to the Adviser Fund any records which it maintains for the Adviser Portfolios upon request by the Fund. (d) At such times as shall be reasonably requested by the Board or the Adviser, the Sub-Adviser will provide the Board and the Adviser with economic and investment analyses and reports as well as quarterly reports setting forth the performance of the Portfolios and make available to the Board and the Adviser any economic, statistical and investment services normally available to institutional or other customers of the Sub-Adviser. Upon reasonable advance notice, twice each calendar year the Sub-Adviser will make its officers and employees available to meet with the Board and employees of the Fund at the Fund's principal place of business or another mutually agreed upon location to review the securities of the Portfolios. (e) In accordance with procedures adopted by the Board, as amended from time to time, the Sub-Adviser is responsible for assisting in the fair valuation of all securities constituting the Portfolios and will use its reasonable efforts to arrange for the provision of a price from a party or parties independent of the Sub- Adviser for each security constituting part of a Portfolio for which the Fund or the Fund's administrator is unable to obtain prices in the ordinary course of business from an automated pricing service.

Duties as Sub-Adviser. (a) A. Subject to to, and in accordance with, the supervision and direction of the Trust's Board of Trustees ("Board") and of the Adviser, and all written guidelines adopted by the Board and/or the Adviser that are provided to the Sub-Adviser, the Sub-Adviser will provide a continuous investment program for each with respect to the Fund, including investment research and management, with respect to management for all or a portion of the securities and investments and cash equivalents of in the Fund (the "Sub-Advised Assets"), such Sub-Advised Assets to be determined by the AdviserFund. The Sub-Adviser will determine from time to time what securities and other investments will be purchased, retained or sold by the Fund. The Sub-Adviser will be responsible for placing purchase and sell orders for investments and for other related transactions with respect to the Fund. The Sub-Advised Assets of each Adviser will provide services under this Agreement in accordance with the Fund's investment objective, policies and restrictions as stated in the Trust's currently effective registration statement under the 1940 Act, and the brokers and dealers through whom trades will be executedany amendments or supplements thereto ("Registration Statement"). (b) B. The Sub-Adviser agrees that, in placing orders with brokers and dealersbrokers, it will attempt seek to obtain the best net result in terms of price and execution. Consistent with this obligation; provided that, on behalf of the Fund, the Sub-Adviser may, in its discretion, purchase and sell portfolio securities from and to use brokers and dealers who sell shares (including brokers that may be affiliates of the Funds or Sub-Adviser to the extent permitted by Section 3(c) hereof) who provide the Funds, Adviser's other clients, or Sub-Adviser's other clients Adviser with research, analysis, advice and similar services. The services to execute portfolio transactions, and the Sub-Adviser may pay to those brokers and dealers, in return for such brokerage and research and analysis, services a higher commission or spread than may be charged by other brokers and dealersbrokers, subject to the Sub-Adviser Adviser's determining in good faith that such commission or spread is reasonable in terms either of the particular transaction or of the overall responsibility of the Adviser and the Sub-Adviser to the Funds Fund and their its other clients and that the total commissions or spreads paid by each the Fund will be reasonable in relation to the benefits to the Fund over the long term. In no instance will portfolio securities be purchased from or sold to the Sub-Adviser, or any affiliated person thereof, except in accordance with the applicable federal securities laws and the rules and regulations thereunder and any exemptive orders currently in effectthereunder. Whenever the Sub-Adviser simultaneously places orders to purchase or sell the same security on behalf of a the Fund and one or more other accounts advised by the Sub-Adviser, such the orders will be allocated as to price and amount among all such accounts in a manner believed to be equitable over time to each account. The Adviser recognizes that in some cases this procedure may adversely affect the results obtained for the Fund. (c) C. The Sub-Adviser will maintain all required books and records required to be maintained pursuant to the 1940 Act and the rules and regulations promulgated thereunder with respect to actions by the securities transactions Sub-Adviser on behalf of the FundsFund, and will furnish the Board and the Adviser with such periodic and special reports as the Board or the Adviser reasonably may request. In compliance with the requirements of Rule 31a-3 under the 1940 Act, the Sub-Adviser hereby agrees that all records which that it creates and/or maintains for the Adviser Fund are the property of the AdviserTrust, and agrees to preserve for the periods prescribed by applicable law Rule 31a-2 under the 1940 Act any records which that it maintains for the Adviser Trust and which that are required to be maintainedmaintained by Rule 31a-1 under the 1940 Act, and further agrees to surrender promptly to the Adviser Trust any records which that it maintains for the Adviser Fund upon request by the Trust. D. All transactions will be consummated by payment to or delivery by the custodian designated by the Trust (the "Custodian"), or such depositories or agents as may be designated by the Custodian in writing, of all cash and/or securities due to or from the Fund, and the Sub-Adviser shall not have possession or custody thereof. The Sub-Adviser shall advise the Custodian and confirm in writing to the Trust and to the Adviser or any other designated agent of the Fund, all investment orders for the Fund placed by it with brokers and dealers at the time and in the manner set forth in Rule 31a-1 under the 1940 Act. The Trust shall issue to the Custodian such instructions as may be appropriate in connection with the settlement of any transaction initiated by the Sub-Adviser. E. At such times as shall be reasonably requested by the Board or the Adviser, the Sub-Adviser will provide the Board and the Adviser with economic and investment analyses and reports as well as quarterly and annual reports setting forth the performance of the Fund and make available to the Board and Adviser any economic, statistical and investment services that the Sub-Adviser normally makes available to its institutional or other customers. F. In accordance with procedures adopted by the Board, as amended from time to time, the Sub-Adviser is responsible for assisting in the fair valuation of all portfolio securities and will use its reasonable efforts to arrange for the provision of valuation information or a price(s) from a party(ies) independent of the Sub-Adviser for each portfolio security for which the custodian does not obtain prices in the ordinary course of business from an automated pricing service.

Duties as Sub-Adviser. (a) Subject to the supervision of and any guidelines adopted by the TrustFund's Board of Trustees Directors (the "Board") and the Adviser, the Sub-Adviser will provide a continuous investment program for each Fundthe Portfolios, including investment research and management, with respect to all or a portion of the securities and investments and cash equivalents of the Fund (the "Sub-Advised Assets"), such Sub-Advised Assets to be determined by the Adviser. The Sub-Adviser will determine from time to time what securities and other investments will be purchased, retained or sold by the Portfolios. The Sub- Adviser will be responsible for placing purchase and sell orders for investments and for other related transactions. The Sub-Adviser will provide services under this Agreement in accordance with each Portfolio's investment objectives, policies and restrictions as stated with respect to such Portfolio in the Sub-Advised Assets of each Fund, and the brokers and dealers through whom trades will be executed.'s Registration Statement on Form N-1A. (b) The Sub-Adviser agrees that, in placing orders with brokers and dealersbrokers, it will attempt to obtain the best net result in terms of price and execution. Consistent with this obligation; provided that, on behalf of the Portfolio's, the Sub-Adviser may, in its discretion, purchase and sell portfolio securities from and to use brokers and dealers who sell shares of the Funds or provide the Funds, Adviser's other clients, or Sub-Adviser's other clients Adviser with research, analysis, advice and similar services. The services to execute transactions with respect to a Portfolio, and the Sub-Adviser may pay to those brokers and dealers, in return for such brokerage and research and analysis, services a higher commission or spread than may be charged by other brokers brokers, so long as (i) such commission is paid in compliance with all applicable state and dealers, subject to Federal laws and in accordance with this Agreement and (ii) the Sub-Adviser determining has determined in good faith that such commission or spread is reasonable in terms either of the particular transaction or of the overall responsibility of the Adviser and the Sub-Adviser to the Funds such Portfolio and their its other clients and that the total commissions or spreads paid by each Fund such Portfolio will be reasonable in relation to the benefits to the Fund such Portfolio over the long term. In no instance will portfolio securities of any Portfolio be purchased from or sold to the Sub-Adviser, or any affiliated person thereof, thereof except in accordance with the applicable Federal securities laws and the rules and regulations thereunder thereunder. The Sub- Adviser may aggregate sales and any exemptive purchase orders currently in effectwith respect to the assets of the Portfolios with similar orders being made simultaneously for other accounts advised by the Sub-Adviser or its affiliates. Whenever the Sub-Adviser simultaneously places orders to purchase or sell the same security on behalf of a Fund Portfolio and one or more other accounts advised by the Sub-Adviser, such the orders will be allocated as to price and amount among all such accounts in a manner believed to be equitable over time to each such account. The Adviser recognizes that in some cases this procedure may adversely affect the results obtained for such Portfolio. (c) The Sub-Adviser will maintain all required books and records required to be maintained by the Sub-Adviser pursuant to the 1940 Act and the rules and regulations promulgated thereunder with respect to transactions by the securities transactions Sub-Adviser on behalf of the FundsPortfolios, and will furnish the Board and the Adviser with such periodic and special reports as the Board or the Adviser may reasonably may request. Sub-In compliance with the requirements of Rule 31a-3 under the 1940 Act, the Sub- Adviser hereby agrees that all records which it maintains for the Adviser Portfolios are the property of the AdviserFund, and agrees to preserve for the periods prescribed by applicable law Rule 31a-2 under the 1940 Act any records which it maintains for the Adviser Fund and which are required to be maintainedmaintained by Rule 31a-1 under the 1940 Act, and further agrees to surrender promptly to the Adviser Fund any records which it maintains for the Adviser Portfolios upon request by the Fund. (d) At such times as shall be reasonably requested by the Board or the Adviser, the Sub-Adviser will provide the Board and the Adviser with economic and investment analyses and reports as well as quarterly reports setting forth the performance of the Portfolios and make available to the Board and the Adviser any economic, statistical and investment services normally available to institutional or other customers of the Sub-Adviser. Upon reasonable advance notice, twice each calendar year the Sub-Adviser will make its officers and employees available to meet with the Board and employees of the Fund at the Fund's principal place of business or another mutually agreed upon location to review the securities of the Portfolios. (e) In accordance with procedures adopted by the Board, as amended from time to time, the Sub-Adviser is responsible for assisting in the fair valuation of all securities constituting the Portfolios and will use its reasonable efforts to arrange for the provision of a price from a party or parties independent of the Sub- Adviser for each security constituting part of a Portfolio for which the Fund or the Fund's administrator is unable to obtain prices in the ordinary course of business from an automated pricing service.

Duties as Sub-Adviser. (a) Subject to the supervision of and any written guidelines adopted by the Trust's Board of Trustees (the "Board") and AdviserXxxxxxxx Xxxxxxxx, the Sub-Adviser will provide a continuous investment program for each the Fund, including investment research and management, management with respect to all or a portion of the securities and investments and cash equivalents of in the Fund (the "Sub-Advised Assets"), such Sub-Advised Assets to be determined by the AdviserFund. The Sub-Adviser will determine from time to time what securities and other investments will be purchased, retained or sold with respect to by the Fund. The Sub-Advised Assets of each Adviser will be responsible for placing purchase and sell orders for investments and for other related transactions. The Sub-Adviser will provide services under this Agreement in accordance with the Fund's investment objective, policies and restrictions as stated in the Trust's currently effective registration statement under the 1940 Act, and the brokers and dealers through whom trades will be executedany amendments or supplements thereto ("Registration Statement"). (b) The Sub-Adviser agrees that, in placing orders with brokers and dealersbrokers, it will attempt to obtain the best net result in terms of price and execution. Consistent with this obligation; provided that, on behalf of the Fund, the Sub-Adviser may, in its discretion, purchase and sell portfolio securities from and to use brokers and dealers who sell shares of the Funds or provide the Funds, Adviser's other clients, or Sub-Adviser's other clients Fund with research, analysis, advice and similar services. The services to execute portfolio transactions, and the Sub-Adviser may pay to those brokers and dealers, in return for such brokerage and research and analysis, services a higher commission or spread than may be charged by other brokers and dealersbrokers, subject to the Sub-Adviser Adviser's determining in good faith that such commission or spread is reasonable in terms either of the particular transaction or of the overall responsibility of the Adviser and the Sub-Adviser to the Funds Fund and their its other clients and that the total commissions or spreads paid by each the Fund will be reasonable in relation to the benefits to the Fund over the long term. In no instance will portfolio securities be purchased from or sold to the Sub-Adviser, or any affiliated person thereof, except in accordance with the applicable federal securities laws and the rules and regulations thereunder thereunder. The Sub-Adviser may aggregate sales and any exemptive purchase orders currently in effectwith respect to the assets of the Fund with similar orders being made simultaneously for other accounts advised by the Sub-Adviser or its affiliates. Whenever the Sub-Adviser simultaneously places orders to purchase or sell the same security on behalf of a the Fund and one or more other accounts advised by the Sub-Adviser, such the orders will be allocated as to price and amount among all such accounts in a manner believed to be equitable over time to each account. Xxxxxxxx Xxxxxxxx recognizes that in some cases this procedure may adversely affect the results obtained for the Fund. (c) The Sub-Adviser will maintain all required books and records required to be maintained by the Sub-Adviser pursuant to the 1940 Act and the rules and regulations promulgated thereunder with respect to transactions by the securities transactions Sub-Adviser on behalf of the FundsFund, and will furnish the Board and Adviser Xxxxxxxx Xxxxxxxx with such periodic and special reports as the Board or Adviser Xxxxxxxx Xxxxxxxx reasonably may request. In compliance with the requirements of Rule 31a-3 under the 1940 Act, the Sub-Adviser hereby agrees that all records which that it maintains for the Adviser Fund are the property of the AdviserTrust, and agrees to preserve for the periods prescribed by applicable law Rule 31a-2 under the 1940 Act any records which that it maintains for the Adviser Trust and which that are required to be maintainedmaintained by Rule 31a-1 under the 1940 Act, and further agrees to surrender promptly to the Adviser Trust any records which that it maintains for the Adviser Fund upon request by the Trust. (d) At such times as shall be reasonably requested by the Board or Xxxxxxxx Xxxxxxxx, the Sub-Adviser will provide the Board and Xxxxxxxx Xxxxxxxx with economic and investment analyses and reports as well as quarterly reports setting forth the Fund's performance and make available to the Board and Xxxxxxxx Xxxxxxxx any economic, statistical and investment services normally available to institutional or other customers of the Sub-Adviser. (e) In accordance with procedures adopted by the Board, as amended from time to time, the Sub-Adviser is responsible for assisting in the fair valuation of all portfolio securities and will use its reasonable efforts to arrange for the provision of a price(s) from a party(ies) independent of the Sub-Adviser for each portfolio security for which the custodian does not obtain prices in the ordinary course of business from an automated pricing service.

Duties as Sub-Adviser. (a) Subject to the supervision and direction of the Trust's Trusts Board of Trustees ("Board") and Adviserreview by Mxxxxxxx Xxxxxxxx, and any written guidelines adopted by the Board or Mxxxxxxx Xxxxxxxx, the Sub-Sub- Adviser will provide a continuous investment program for each Fundall or a designated portion of the assets ("Segment") of the Series, including investment research and management, discretionary management with respect to all or a portion of the securities and investments and cash equivalents of in the Fund (the "Sub-Advised Assets"), such Sub-Advised Assets to be determined by the AdviserSeries or Segment. The Sub-Adviser will determine from time to time what securities and other investments will be purchased, retained or sold with respect to by the Series or Segment. The Sub-Advised Assets Adviser will be responsible for placing purchase and sell orders for investments and for other related transactions for the Series or Segment. The Sub-Adviser will be responsible for voting proxies of each Fundissuers of securities held by the Series or Segment. The Sub-Adviser understands that the Series assets need to be managed so as to permit it to qualify or to continue to qualify as a regulated investment company under Subchapter M of the Internal Revenue Code, as amended ("Code"). The Sub-Adviser will provide services under this Contract in accordance with the Seriesinvestment objective, policies and restrictions as stated in the Trusts currently effective registration statement under the 1940 Act, and the brokers and dealers through whom trades will be executedany amendments or supplements thereto ("Registration Statement"). (b) The Sub-Adviser agrees that, in placing orders with brokers and dealersbrokers, it will attempt to obtain the best net result in terms of price and execution. Consistent with this obligation; provided that, on behalf of the Series, the Sub-Adviser may, in its discretion, purchase and sell portfolio securities from and to use brokers and dealers who sell shares of the Funds or that provide the Funds, Adviser's other clients, or Sub-Adviser's other clients Sub- Adviser with research, analysis, advice and similar services. The Sub-services to execute portfolio transactions on behalf of the Series or Segment, and the Sub- Adviser may pay to those brokers and dealers, in return for such brokerage and research and analysis, services a higher commission or spread than may be charged by other brokers and dealersbrokers, subject to the Sub-Adviser Advisers determining in good faith that such commission or spread is reasonable in terms either of the particular transaction or of the overall responsibility of the Adviser and the Sub-Adviser to the Funds Series and their its other clients and that the total commissions or spreads paid by each Fund the Series or Segment will be reasonable in relation to the benefits to the Fund Series over the long term. In no instance will portfolio securities be purchased from or sold to Mxxxxxxx Xxxxxxxx or the Sub-Adviser, or any affiliated person thereof, except in accordance with the applicable federal securities laws and the rules and regulations thereunder thereunder. The Sub-Adviser may aggregate sales and any exemptive purchase orders currently in effectwith respect to the assets of the Series or Segment with similar orders being made simultaneously for other accounts advised by the Sub-Adviser or its affiliates. Whenever the Sub-Sub- Adviser simultaneously places orders to purchase or sell the same security on behalf of a Fund the Series and one or more other accounts advised by the Sub-Adviser, such the orders will be allocated as to price and amount among all such accounts in a manner believed to be equitable over time to each account. Mxxxxxxx Xxxxxxxx recognizes that in some cases this procedure may adversely affect the results obtained for the Series or Segment. (c) The Sub-Adviser will maintain all required books and records required to be maintained pursuant to the 1940 Act and the rules and regulations promulgated thereunder with respect to transactions by the securities transactions Sub-Adviser on behalf of the FundsSeries or Segment, and will furnish the Board and Adviser Mxxxxxxx Xxxxxxxx with such periodic and special reports as the Board or Adviser Mxxxxxxx Xxxxxxxx reasonably may request. In compliance with the requirements of Rule 31a-3 under the 1940 Act, the Sub-Adviser hereby agrees that all records which that it maintains for the Adviser Series are the property of the AdviserTrust, and agrees to preserve for the periods prescribed by applicable law Rule 31a-2 under the 1940 Act any records which that it maintains for the Adviser Trust and which that are required to be maintainedmaintained by Rule 31a-1 under the 1940 Act, and further agrees to surrender promptly to the Adviser Trust any records which that it maintains for the Adviser Series upon request by the AdviserTrust. (d) At such times as shall be reasonably requested by the Board or Mxxxxxxx Xxxxxxxx, the Sub-Adviser will provide the Board and Mxxxxxxx Xxxxxxxx with economic and investment analyses and reports as well as quarterly reports setting forth the performance of the Series or Segment and make available to the Board and Mxxxxxxx Xxxxxxxx any economic, statistical and investment services that the Sub-Adviser normally makes available to its institutional or other customers. (e) In accordance with procedures adopted by the Board, as amended from time to time, the Sub- Adviser is responsible for assisting in the fair valuation of all portfolio securities in the Series or Segment and will use its reasonable efforts to arrange for the provision of a price from one or more parties independent of the Sub-Adviser for each portfolio security for which the custodian does not obtain prices in the ordinary course of business from an automated pricing service.

Duties as Sub-Adviser. (a) Subject to the supervision of the TrustCompany's Board of Trustees ("Board") and Adviser, the Sub-Adviser will provide a continuous investment program for each the Fund, including investment research and management, with respect to all or a portion of the securities and investments and cash equivalents of the Fund (the "Sub-Advised Assets"), such Sub-Advised Assets to be determined by the AdviserFund. The Sub-Adviser will determine from time to time what securities and other investments will be purchased, retained or sold with respect to the Sub-Advised Assets of each Fund, and the brokers and dealers through whom trades will be executed. (b) The Sub-Adviser agrees that, in placing orders with brokers and dealersbrokers, it will attempt to obtain the best net result in terms of price and execution. Consistent with this obligation, the Sub-Adviser may, in its discretion, purchase and sell portfolio securities from and to brokers and dealers who sell shares of the Funds Fund or provide the FundsFund, Adviser's other clients, or Sub-Adviser's other clients with research, analysis, advice and similar services. The Sub-Adviser may pay to brokers and dealers, in return for such research and analysis, a higher commission or spread than may be charged by other brokers and dealers, subject to the Sub-Adviser Adviser's determining in good faith that such commission or spread is reasonable in terms either of the particular transaction or of the overall responsibility of the Adviser and the Sub-Adviser to the Funds Fund and their other clients and that the total commissions or spreads paid by each the Fund will be reasonable in relation to the benefits to the Fund over the long term. In no instance will portfolio securities be purchased from or sold to the Sub-Adviser, or any affiliated person thereof, except in accordance with the applicable federal securities laws and the rules and regulations thereunder and any exemptive orders currently in effect. Whenever the Sub-Adviser simultaneously places orders to purchase or sell the same security on behalf of a Fund and one or more other accounts advised by the Sub-Adviser, such orders will be allocated as to price and amount among all such accounts in a manner believed to be equitable to each account. The Company recognizes that in some cases this procedure may adversely affect the results attained for the Fund. (c) The Sub-Adviser will maintain all required books and records with respect to the securities transactions of the FundsFund, and will furnish the Board and Adviser with such periodic and special reports as the Board or Adviser reasonably may request. In compliance with the requirements of Rule 31a-3 under the 1940 Act, the Sub-Adviser hereby agrees that all records which it maintains for the Adviser Company are the property of the AdviserCompany, and agrees to preserve for the periods prescribed by applicable law Rule 31a-2 under the 1940 Act any records which it maintains for the Adviser Company and which are required to be maintainedmaintained by Rule 31a-1 under the 1940 Act, and further agrees to surrender promptly to the Adviser Company any records which it maintains for the Adviser Company upon request by the AdviserCompany.

Duties as Sub-Adviser. (a) Subject to the supervision and direction of the Trust's ’s Board of Trustees ("“Board"”) and of the Adviser, and all written guidelines adopted by the Trust or the Adviser that are provided to the Sub-Adviser, the Sub-Adviser will provide a continuous investment program for each Fundwith respect to the Fund Account, including investment research and management, with respect to management for all or a portion of the securities and investments and cash equivalents of in the Fund (the "Sub-Advised Assets"), such Sub-Advised Assets to be determined by the AdviserAccount. The Sub-Adviser will determine from time to time what securities and other investments in the Fund Account will be purchased, retained or sold by the Fund. The Sub-Adviser will be responsible for placing purchase and sell orders for investments and for other related transactions with respect to the Fund Account. The Sub-Advised Assets Adviser will provide services under this Contract in accordance with the Fund’s investment objective, policies and restrictions and the description of each Fundits investment strategy and style, all as stated in the Trust’s registration statement under the 1940 Act, and any amendments or supplements thereto (“Registration Statement”) of which the brokers and dealers through whom trades will be executedSub-Adviser has notice. The Sub-Adviser shall not consult with any other sub-adviser of the Fund concerning transactions for the fund in securities or other assets. (b) The Sub-Adviser agrees that, in placing orders with brokers and dealersbrokers, it will attempt seek to obtain the best net result in terms of price and execution. Consistent with this obligation; provided that, on behalf of the Fund, the Sub-Adviser may, in its discretion, purchase and sell portfolio securities from and to use brokers and dealers who sell shares (including brokers that may be affiliates of the Funds or Sub-Adviser to the extent permitted by Section 3(c) hereof) who provide the Funds, Adviser's other clients, or Sub-Adviser's other clients Adviser with research, analysis, advice and similar services. The services to execute portfolio transactions, and the Sub-Adviser may pay to those brokers and dealers, in return for such brokerage and research and analysis, services a higher commission or spread than may be charged by other brokers and dealersbrokers, subject to the Sub-Adviser Adviser’s determining in good faith that such commission or spread is reasonable in terms either of the particular transaction or of the overall responsibility of the Adviser and the Sub-Adviser to the Funds Fund and their its other clients and that the total commissions or spreads paid by each the Fund will be reasonable in relation to the benefits to the Fund over the long term. In no instance will portfolio securities be purchased from or sold to the Sub-Adviser, or any affiliated person thereof, except in accordance with the applicable federal securities laws and the rules and regulations thereunder and any exemptive orders currently in effectthereunder. Whenever the Sub-Adviser simultaneously places orders to purchase or sell the same security on behalf of a the Fund and one or more other accounts advised by the Sub-Adviser, such the orders will be allocated as to price and amount among all such accounts in a manner believed to be equitable over time to each account. The Adviser recognizes that in some cases this procedure may adversely affect the results obtained for the Fund. (c) The Sub-Adviser will not execute without the prior written approval of the Adviser any portfolio transactions for the Fund Account with a broker which is (i) an affiliated person of the Trust, including the Adviser or any Sub-Adviser for any Fund of the Trust; (ii) a principal underwriter of the Fund's shares; or (iii) an affiliated person of such an affiliated person or principal underwriter. The Adviser agrees that it will provide the Sub-Adviser with a list of such brokers and dealers and will, from time to time, update such list as necessary. (d) The Sub-Adviser will maintain all required books and records required to be maintained pursuant to the 1940 Act and the rules and regulations promulgated thereunder with respect to actions by the securities transactions Sub-Adviser on behalf of the FundsFund, and will furnish the Board and the Adviser with such periodic and special reports as the Board or the Adviser reasonably may request. In compliance with the requirements of Rule 31a-3 under the 1940 Act, the Sub-Adviser hereby agrees that all records which that it maintains for the Adviser Fund are the property of the AdviserTrust, and agrees to preserve for the periods prescribed by applicable law Rule 31a-2 under the 1940 Act any records which that it maintains for the Adviser Trust and which that are required to be maintainedmaintained by Rule 31a-1 under the 1940 Act, and further agrees to surrender promptly to the Adviser Trust a complete set of any records which that it maintains for the Adviser Fund upon request by the Trust. (e) All transactions will be consummated by payment to or delivery by the custodian designated by the Trust (the “Custodian”), or such depositories or agents as may be designated by the Custodian in writing, of all cash and/or securities due to or from the Fund Account, and the Sub-Adviser shall not have possession or custody thereof. The Sub-Adviser shall advise the Custodian and confirm in writing to the Trust and to the Adviser or any other designated agent of the Fund all investment orders for the Fund Account placed by it with brokers and dealers at the time and in the manner set forth in Rule 31a-1 under the 1940 Act. For purposes of the foregoing sentence, communication to the Custodian via DTC is acceptable. The Trust shall issue to the Custodian such instructions as may be appropriate in connection with the settlement of any transaction initiated by the Sub-Adviser. The Trust shall be responsible for all custodial arrangements and the payment of all custodial charges and fees, and, upon giving proper instructions to the Custodian, the Sub-Adviser shall have no responsibility or liability with respect to custodial arrangements or the acts, omissions or other conduct of the Custodian, except that it shall be the responsibility of the Sub-Adviser to communicate it to the Adviser if the Custodian fails to confirm in writing proper execution of the instructions. (f) At such times as shall be reasonably requested by the Board or the Adviser, the Sub-Adviser will provide the Board and the Adviser with economic and investment analyses and reports as well as quarterly reports setting forth the performance of the Fund Account and make available to the Board and Adviser any economic, statistical and investment services that the Sub-Adviser normally makes available to its institutional or other customers. (g) In accordance with procedures adopted by the Board, as amended from time to time, the Sub-Adviser is responsible for assisting in the fair valuation of all portfolio securities and will use its reasonable efforts to arrange for the provision of valuation information or a price(s) from a party(ies) independent of the Sub-Adviser for each portfolio security for which the custodian does not obtain prices in the ordinary course of business from an automated pricing service.

Duties as Sub-Adviser. (a) Subject to the supervision and direction of the Trust's Trusts Board of Trustees ("Board") and Adviserreview by Mxxxxxxx Xxxxxxxx, and any written guidelines adopted by the Board or Mxxxxxxx Xxxxxxxx, the Sub-Adviser will provide a continuous investment program for each Fundall or a designated portion of the assets (Segment) of the Series, including investment research and management, discretionary management with respect to all or a portion of the securities and investments and cash equivalents of in the Fund (the "Sub-Advised Assets"), such Sub-Advised Assets to be determined by the AdviserSeries or Segment. The Sub-Sub- Adviser will determine from time to time what securities and other investments will be purchased, retained or sold with respect to by the Series or Segment. The Sub-Advised Assets Adviser will be responsible for placing purchase and sell orders for investments and for other related transactions for the Series or Segment. The Sub-Adviser will be responsible for voting proxies of each Fundissuers of securities held by the Series or Segment. The Sub- Adviser understands that the Series assets need to be managed so as to permit it to qualify or to continue to qualify as a regulated investment company under Subchapter M of the Internal Revenue Code, as amended (Code). The Sub- Adviser will provide services under this Contract in accordance with the Series investment objective, policies and restrictions as stated in the Trusts currently effective registration statement under the 1940 Act, and the brokers and dealers through whom trades will be executedany amendments or supplements thereto (Registration Statement). (b) The Sub-Sub Adviser agrees that, in placing orders with brokers and dealersbrokers, it will attempt to obtain the best net result in terms of price and execution. Consistent with this obligationexecution provided that, on behalf of the Series, the Sub-Adviser may, in its discretion, purchase and sell portfolio securities from and to use brokers and dealers who sell shares of the Funds or that provide the Funds, Adviser's other clients, or Sub-Adviser's other clients Adviser with research, analysis, advice and similar services. The services to execute portfolio transactions on behalf of the Series or Segment, and the Sub-Adviser may pay to those brokers and dealers, in return for such brokerage and research and analysis, services a higher commission or spread than may be charged by other brokers and dealersbrokers, subject to the Sub-Adviser Advisers determining in good faith that such commission or spread is reasonable in terms either of the particular transaction or of the overall responsibility of the Adviser and the Sub-Adviser to the Funds Series and their its other clients and that the total commissions or spreads paid by each Fund the Series or Segment will be reasonable in relation to the benefits to the Fund Series over the long term. In no instance will portfolio securities be purchased from or sold to Mxxxxxxx Xxxxxxxx or the Sub-Adviser, or any affiliated person thereof, except in accordance with the applicable federal securities laws and the rules and regulations thereunder thereunder. The Sub-Adviser may aggregate sales and any exemptive purchase orders currently in effectwith respect to the assets of the Series or Segment with similar orders being made simultaneously for other accounts advised by the Sub-Adviser or its affiliates. Whenever the Sub-Adviser simultaneously places orders to purchase or sell the same security on behalf of a Fund the Series and one or more other accounts advised by the Sub-Adviser, such the orders will be allocated as to price and amount among all such accounts in a manner believed to be equitable over time to each account. Mxxxxxxx Xxxxxxxx recognizes that in some cases this procedure may adversely affect the results obtained for the Series or Segment. (c) The Sub-Adviser will maintain all required books and records required to be maintained pursuant to the 1940 Act and the rules and regulations promulgated thereunder with respect to transactions by the securities transactions Sub-Adviser on behalf of the FundsSeries or Segment, and will furnish the Board and Adviser Mxxxxxxx Xxxxxxxx with such periodic and special reports as the Board or Adviser Mxxxxxxx Xxxxxxxx reasonably may request. In compliance with the requirements of Rule 31a-3 under the 1940 Act, the Sub-Adviser hereby agrees that all records which that it maintains for the Adviser Series are the property of the AdviserTrust, and agrees to preserve for the periods prescribed by applicable law Rule 31a-2 under the 1940 Act any records which that it maintains for the Adviser Trust and which that are required to be maintainedmaintained by Rule 31a-1 under the 1940 Act, and further agrees to surrender promptly to the Adviser Trust any records which that it maintains for the Adviser Series upon request by the AdviserTrust. (d) At such times as shall be reasonably requested by the Board or Mxxxxxxx Xxxxxxxx, the Sub-Adviser will provide the Board and Mxxxxxxx Xxxxxxxx with economic and investment analyses and reports as well as quarterly reports setting forth the performance of the Series or Segment and make available to the Board and Mxxxxxxx Xxxxxxxx any economic, statistical and investment services that the Sub-Adviser normally makes available to its institutional or other customers. (e) In accordance with procedures adopted by the Board, as amended from time to time, the Sub-Adviser is responsible for assisting in the fair valuation of all portfolio securities in the Series or Segment and will use its reasonable efforts to arrange for the provision of a price from one or more parties independent of the Sub-Adviser for each portfolio security for which the custodian does not obtain prices in the ordinary course of business from an automated pricing service.

Duties as Sub-Adviser. (a) Subject to the supervision and direction of the Trust's Board of Trustees ("Board") and of the Adviser, and all written guidelines adopted by the Trust or the Adviser that are provided to the Sub-Adviser, the Sub-Adviser will provide a continuous investment program for each Fundwith respect to the Fund Account, including investment research and management, with respect to management for all or a portion of the securities and investments and cash equivalents of in the Fund (the "Sub-Advised Assets"), such Sub-Advised Assets to be determined by the AdviserAccount. The Sub-Adviser will determine from time to time what securities and other investments in the Fund Account will be purchased, retained or sold by the Fund. The Sub-Adviser will be responsible for placing purchase and sell orders for investments and for other related transactions with respect to the Fund Account. The Sub-Advised Assets Adviser will provide services under this Contract in accordance with the Fund's investment objective, policies and restrictions and the description of each Fundits investment strategy and style, all as stated in the Trust's registration statement under the 1940 Act, and any amendments or supplements thereto ("Registration Statement") of which the brokers and dealers through whom trades will be executedSub-Adviser has notice. The Sub-Adviser shall not consult with any other sub-adviser of the Fund concerning transactions for the Fund in securities or other assets. (b) The Sub-Adviser is authorized to select the brokers (including dealers) to execute transactions for the Fund Account. The Sub-Adviser agrees that, in placing orders with brokers and dealersbrokers, it will attempt seek to obtain the best net result in terms of price and execution. Consistent with this obligation; provided that, on behalf of the Fund, the Sub-Adviser may, in its discretion, purchase and sell portfolio securities from and to use brokers and dealers who sell shares (including brokers that may be affiliates of the Funds or Sub-Adviser to the extent permitted by Section 3(c) hereof) who provide the Funds, Adviser's other clients, or Sub-Adviser's other clients Adviser with research, analysis, advice and similar services. The services to execute portfolio transactions, and the Sub-Adviser may pay to those brokers and dealers, in return for such brokerage and research and analysis, services a higher commission (which may be a mark-up or spread mark down in certaxx xircumstxxxxs) than may be charged by other brokers and dealersbrokers, subject to the Sub-Adviser Adviser's determining in good faith that such commission or spread is reasonable in terms either of the particular transaction or of the overall responsibility of the Adviser and the Sub-Adviser to the Funds Fund and their its other clients and that the total commissions or spreads paid by each the Fund will be reasonable in relation to the benefits to the Fund over the long term. In no instance will portfolio securities be purchased from or sold to the Sub-Adviser, or any affiliated person thereof, except in accordance with the applicable federal securities laws and the rules and regulations thereunder and any exemptive orders currently in effectthereunder. Whenever the Sub-Adviser simultaneously places orders to purchase or sell the same security on behalf of a the Fund and one or more other accounts advised by the Sub-Adviser, such the orders will be allocated as to price and amount among all such accounts in a manner believed to be equitable over time to each account. The Adviser recognizes that in some cases this procedure may adversely affect the results obtained for the Fund. (c) The Sub-Adviser will not execute, without the prior written approval of the Adviser, any portfolio transactions for the Fund Account with a broker which is (i) an affiliated person of the Trust, including the Adviser or any Sub-Adviser for any Fund of the Trust; (ii) a principal underwriter of the Fund's shares; or (iii) an affiliated person of such an affiliated person or principal underwriter. The Adviser agrees that it will provide the Sub-Adviser with a list of such brokers and dealers and will, from time to time, update such list as necessary. (d) The Sub-Adviser will maintain all required books and records required to be maintained pursuant to the 1940 Act and the rules and regulations promulgated thereunder with respect to actions by the securities transactions Sub-Adviser on behalf of the FundsFund, and will furnish the Board and the Adviser with such periodic and special reports as the Board or the Adviser reasonably may request. In compliance with the requirements of Rule 31a-3 under the 1940 Act, the Sub-Adviser hereby agrees that all records which that it maintains for the Adviser Fund are the property of the AdviserTrust, and agrees to preserve for the periods prescribed by applicable law Rule 31a-2 under the 1940 Act any records which that it maintains for the Adviser Trust and which that are required to be maintainedmaintained by Rule 31a-1 under the 1940 Act, and further agrees to surrender promptly to the Adviser Trust a complete set of any records which that it maintains for the Adviser Fund upon request by the Trust. (e) All transactions will be consummated by payment to or delivery by the custodian designated by the Trust (the "Custodian"), or such depositories or agents as may be designated by the Custodian in writing, of all cash and/or securities due to or from the Fund Account, and the Sub-Adviser shall not have possession or custody thereof. The Sub-Adviser shall advise the Custodian and confirm in writing to the Trust and to the Adviser or any other designated agent of the Fund all investment orders for the Fund Account placed by it with brokers and dealers at the time and in the manner set forth in Rule 31a-1 under the 1940 Act. For purposes of the foregoing sentence, communication to the Custodian via DTC is acceptable. The Trust shall issue to the Custodian such instructions as may be appropriate in connection with the settlement of any transaction initiated by the Sub-Adviser. The Trust shall be responsible for all custodial arrangements and the payment of all custodial charges and fees, and, upon giving proper instructions to the Custodian, the Sub-Adviser shall have no responsibility or liability with respect to custodial arrangements or the acts, omissions or other conduct of the Custodian, except that it shall be the responsibility of the Sub-Adviser to communicate it to the Adviser if the Custodian fails to confirm in writing proper execution of the instructions. (f) At such times as shall be reasonably requested by the Board or the Adviser, the Sub-Adviser will provide the Board and the Adviser with economic and investment analyses and reports as well as quarterly reports setting forth the performance of the Fund Account and make available to the Board and Adviser any economic, statistical and investment services that the Sub-Adviser normally makes available to its institutional or other customers generally. (g) In accordance with procedures adopted by the Board, as amended from time to time, the Sub-Adviser is responsible for assisting in the fair valuation of all portfolio securities and will use its reasonable efforts to arrange for the provision of valuation information or a price(s) from a party(ies) independent of the Sub-Adviser for each portfolio security for which the custodian does not obtain prices in the ordinary course of business from an automated pricing service.

Duties as Sub-Adviser. (a) Subject to the supervision of the TrustCompany's Board of Trustees ("Board") and Adviser, the Sub-Adviser will provide a continuous investment program for each the Fund, including investment research and management, with respect to all or a portion of the securities and investments and cash equivalents of the Fund (the "Sub-Advised Assets"), such Sub-Advised Assets to be determined by the AdviserFund. The Sub-Adviser will determine from time to time what securities and other investments will be purchased, retained or sold with respect to the Sub-Advised Assets of each Fund, and the brokers and dealers through whom trades will be executed. (b) The Sub-Adviser agrees that, in placing orders with brokers and dealersbrokers, it will attempt to obtain the best net result in terms of price and execution. Consistent with this obligation, the Sub-Adviser may, in its discretion, purchase and sell portfolio securities from and to brokers and dealers who sell shares of the Funds Fund or provide the FundsFund, Adviser's other clients, or Sub-Adviser's other clients with research, analysis, advice and similar services. The Sub-Adviser may pay to brokers and dealers, in return for such research and analysis, a higher commission or spread than may be charged by other brokers and dealers, subject to the Sub-Adviser Adviser's determining in good faith that such commission or spread is reasonable in terms either of the particular transaction or of the overall responsibility of the Adviser and the Sub-Adviser to the Funds Fund and their its other clients and that the total commissions or spreads paid by each the Fund will be reasonable in relation to the benefits to the Fund over the long term. In no instance will portfolio securities be purchased from or sold to the Sub-Adviser, or any affiliated person thereof, except in accordance with the applicable federal securities laws and the rules and regulations thereunder and any exemptive orders currently in effect. Whenever the Sub-Adviser simultaneously places orders to purchase or sell the same security on behalf of a the Fund and one or more other accounts advised by the Sub-Adviser, such orders will be allocated as to price and amount among all such accounts in a manner believed to be equitable to each account. The Company recognizes that in some cases this procedure may adversely affect the results attained for the Fund. (c) The Sub-Adviser will maintain all required books and records with respect to the securities transactions of the FundsFund, and will furnish the Board and Adviser with such periodic and special reports as the Board or Adviser reasonably may request. In compliance with the requirements of Rule 31a-3 under the 1940 Act, the Sub-Adviser hereby agrees that all records which it maintains for the Adviser Company are the property of the AdviserCompany, and agrees to preserve for the periods prescribed by applicable law Rule 31a-2 under the 1940 Act any records which it maintains for the Adviser Company and which are required to be maintainedmaintained by Rule 31a-1 under the 1940 Act, and further agrees to surrender promptly to the Adviser Company any records which it maintains for the Adviser Company upon request by the AdviserCompany.

Duties as Sub-Adviser. (a) Subject to the supervision of and any guidelines adopted by the Trust's Board of Trustees (the "Board") and Adviserby Bartlett, the Sub-Adviser will provide xxxxxxx a continuous investment program for each the Fund's assets, including investment research and management, with respect to all or a portion of the securities and investments and cash equivalents of the Fund (the "Sub-Advised Assets"), such Sub-Advised Assets to be determined by the Adviser. The Sub-Adviser will determine from time to time what securities and other investments will be purchased, retained or sold with respect to by the Fund. The Sub-Advised Assets Adviser will be responsible for placing purchase and sell orders for the securities investments and for other related transactions. The Sub-Adviser will provide services under this Agreement in accordance with the Fund's investment objective, policies and restrictions as stated in the Fund's currently effective registration statement under the Securities Act of each Fund1933, as amended, and the brokers 1940 Act ("Registration Statement"), and dealers through whom trades will be executedany amendments or supplements thereto. (b) The Sub-Adviser agrees that, in placing orders with brokers and or dealers, it will attempt to obtain the best net result in terms of price and execution. Consistent with this obligation; provided that, on behalf of the Fund, the Sub-Adviser may, in its discretion, purchase and or sell portfolio securities from and to through brokers and dealers who sell shares of the Funds or provide the Funds, Adviser's other clients, or Sub-Adviser's other clients Fund with research, analysis, advice and similar services. The , and the Sub-Adviser may pay to brokers and dealersthose brokers, in return for such brokerage and research and analysis, services a higher commission or spread than may be charged by other brokers and dealersbrokers, subject to the Sub-Adviser Adviser's determining in good faith that such commission or spread is reasonable in terms either of the particular transaction or of the overall responsibility of the Adviser and the Sub-Adviser to the Funds Fund and their its other clients and that the total commissions or spreads paid by each the Fund will be reasonable in relation to the benefits to the Fund over the long term. In no instance will portfolio securities be purchased from or sold to the Sub-AdviserAdviser or Bartlett, or any affiliated person thereofpexxxx xx either of them, except in accordance with the applicable federal securities laws and the rules and regulations thereunder thereunder. The Sub-Adviser, or any affiliated person thereof or of Bartlett, may act as broker in xxxxxxxion with transactions in portfolio securities on behalf of the Fund, provided that such actions are in compliance with the federal securities laws and any exemptive orders currently in effectthe rules and regulations thereunder, including Section 17(e) of the 1940 Act and Rule 17e-1 thereunder. Whenever the Sub-Adviser simultaneously places orders to purchase or sell the same security on behalf of a the Fund and one or more other accounts advised by the Sub-Adviser, such the orders will be allocated as to price and amount among all such accounts in a manner believed to be equitable by the Sub-Adviser over time to each account. Bartlett recognizes that in soxx xxxxx this procedure may adversely affect the results obtained for the Fund. (c) The Sub-Adviser will maintain all required books and records related to its activities hereunder required to be maintained by the Sub-Adviser pursuant to the 1940 Act and the rules and regulations promulgated thereunder with respect to the securities transactions on behalf of the FundsFund, and will furnish the Board Trust and Adviser Bartlett with such periodic and special xxx xxxcial reports as the Board or Adviser Bartlett reasonably may requestrequesx. Xx xxmpliance with the requirements of Rule 31a-3 under the 1940 Act, the Sub-Adviser hereby agrees that all records which it maintains for the Adviser Fund are the property of the AdviserTrust, and agrees to preserve for the periods prescribed by applicable law Rule 31a-2 under the 1940 Act any records which it maintains for the Adviser Trust and which are required to be maintainedmaintained by Rule 31a-1 under the 1940 Act, and further agrees to surrender promptly to the Adviser Trust any records which it maintains for the Adviser Trust (or copies thereof) upon request by the Trust. (d) At such times as shall be reasonably requested by the Board or Bartlett, the Sub-Adviser will xxxxxxx the Board and Bartlett with economic and invxxxxxxx analyses and reports as well as quarterly reports setting forth the Fund's performance and make available to the Board and Bartlett any economic, statistxxxx xxx investment services normally available to institutional or other customers of the Sub-Adviser. (e) In accordance with procedures adopted by the Board, as amended from time to time, the Sub-Adviser is responsible for assisting in the fair valuation of any illiquid Fund securities and will assist in providing independent sources of market value for all other portfolio securities.

Duties as Sub-Adviser. (a) Subject to the supervision of the TrustPortfolio's Board of Trustees ("Board") and Adviser, the Sub-Adviser will provide a continuous investment program for each Fundthe Portfolio, including investment research and management, with respect to all or a portion of the securities and investments and cash equivalents of the Fund (the "Sub-Advised Assets"), such Sub-Advised Assets to be determined by the AdviserPortfolio. The Sub-Adviser will determine from time to time what securities and other investments will be purchased, retained or sold with respect to by the Sub-Advised Assets of each FundPortfolio, and the brokers and dealers through whom trades will be executed. (b) The Sub-Adviser agrees that, in placing orders with brokers and dealers, it will attempt to obtain the best net result results in terms of price and execution. Consistent with this obligation, the Sub-Adviser may, in its discretion, purchase and sell portfolio securities from and to brokers and dealers who sell shares of the Funds or provide the FundsPortfolio's, Adviser's other clients's, or Sub-Adviser's other clients with research, analysis, advice and similar services. The Sub-Adviser may pay to brokers and dealerspay, in return for such services research and analysis, a higher commission or spread than may be charged by other brokers and dealers, subject to the Sub-Adviser Adviser's determining in good faith that such commission or spread is reasonable in terms either of the particular transaction or of the overall responsibility of the Adviser and the Sub-Adviser to the Funds Portfolio and their its other clients and that the total commissions or spreads paid by each Fund the Portfolio will be reasonable in relation to the benefits to the Fund Portfolio over the long term. In no instance will portfolio Portfolio securities be purchased from or sold to the Sub-Adviser, or any affiliated person thereof, except in accordance with the applicable federal securities laws and the rules and regulations thereunder and any exemptive orders currently in effect. Whenever the Sub-Adviser simultaneously places orders to purchase or sell the same security on behalf of a Fund the Portfolio and one or more other accounts advised by the Sub-Adviser, such orders will be allocated as to price and amount among all such accounts in a manner believed to be equitable to each account. The Portfolio recognizes that in some cases this procedure may adversely affect the results obtained for the Portfolio. (c) The Sub-Adviser will maintain all required books and records with respect to the securities transactions of the FundsPortfolio, and will furnish the Board and Adviser with such periodic and special reports as the Board or Adviser reasonably may request. In compliance with the requirements of Rule 31a-3 under the 1940 Act, the Sub-Adviser hereby agrees that all records which it maintains for the Adviser Portfolio are the property of the AdviserPortfolio, and agrees to preserve for the periods prescribed by applicable law Rule 31a-2 under the 1940 Act any records which it maintains for the Adviser Portfolio and which are required to be maintainedmaintained by Rule 31a-1 under the 1940 Act, and further agrees to surrender promptly to the Adviser Portfolio any records which it maintains for the Adviser Portfolio upon request by the AdviserPortfolio.

Duties as Sub-Adviser. (a) Subject to the supervision of and any guidelines adopted by the Trust's Board of Trustees (the "Board") and Adviser), the Sub-Adviser will provide a continuous investment program for each Fundthe Portfolio, including investment research and management, with respect to all or a portion of the securities and investments and cash equivalents of the Fund (the "Sub-Advised Assets"), such Sub-Advised Assets to be determined by the Adviser. The Sub-Adviser will determine from time to time what securities and other investments will be purchased, retained or sold with respect to by the Portfolio. The Sub-Advised Assets of each Fund, and the brokers and dealers through whom trades Adviser will be executedresponsible for placing purchase and sell orders for investments and for other related transactions. The Sub-Adviser will provide services under this Agreement in accordance with the Portfolio's investment objective, policies and restrictions as stated in the Portfolio's Registration Statement. (b) The Sub-Adviser agrees that, in placing orders with brokers and dealersbrokers, it will attempt to obtain the best net result in terms of price and execution. Consistent with this obligation; provided that, on behalf of the Portfolio, the Sub-Adviser may, in its discretion, purchase and sell portfolio securities from and to use brokers and dealers who sell shares of the Funds or provide the Funds, Adviser's other clients, or Sub-Adviser's other clients Adviser with research, analysis, advice and similar services. The services to execute portfolio transactions, and the Sub-Adviser may pay to those brokers and dealers, in return for such brokerage and research and analysis, services a higher commission or spread than may be charged by other brokers and dealersbrokers, subject to the Sub-Adviser Adviser's determining in good faith that such commission or spread is reasonable in terms either of the particular transaction or of the overall responsibility of the Adviser and the Sub-Adviser to the Funds Portfolio and their its other clients and that the total commissions or spreads paid by each Fund the Portfolio will be reasonable in relation to the benefits to the Fund Portfolio over the long term. In no instance will portfolio securities be purchased from or sold to the Sub-Adviser, or any affiliated person thereof, except in accordance with the applicable federal securities laws and the rules and regulations thereunder thereunder. The Sub-Adviser may aggregate sales and any exemptive purchase orders currently in effectof the assets of the Portfolio with similar orders being made simultaneously for other accounts advised by the Sub-Adviser or its affiliates. Whenever the Sub-Adviser simultaneously places orders to purchase or sell the same security on behalf of a Fund the Portfolio and one or more other accounts advised by the Sub-Adviser, such the orders will be allocated as to price and amount among all such accounts in a manner believed to be equitable over time to each account. Xxxxxxxx Xxxxxxxx recognizes that in some cases this procedure may adversely affect the results obtained for the Portfolio. (c) The Sub-Adviser will maintain all required books and records required to be maintained by the Sub-Adviser pursuant to the 1940 Act and the rules and regulations promulgated thereunder with respect to transactions by the securities transactions Sub-Adviser on behalf of the FundsPortfolio, and will furnish the Board and Adviser Xxxxxxxx Xxxxxxxx with such periodic and special reports as the Board or Adviser Xxxxxxxx Xxxxxxxx reasonably may request. In compliance with the requirements of Rule 31a-3 under the 1940 Act, the Sub-Adviser hereby agrees that all records which it maintains for the Adviser Portfolio are the property of the AdviserTrust, and agrees to preserve for the periods prescribed by applicable law Rule 31a-2 under the 1940 Act any records which it maintains for the Adviser Portfolio and which are required to be maintainedmaintained by Rule 31a-1(b)(2)(iii), (5), (6), (7), (9) and (10) under the 1940 Act, and further agrees to surrender promptly to the Adviser Trust any records which it maintains for the Adviser Portfolio upon request by the Trust. (d) At such times as shall be reasonably requested by the Board or Xxxxxxxx Xxxxxxxx, the Sub-Adviser will provide the Board and Xxxxxxxx Xxxxxxxx with economic and investment analyses and reports as well as quarterly reports setting forth the Portfolio's performance and make available to the Board and Xxxxxxxx Xxxxxxxx any economic, statistical and investment services normally available to institutional or other customers of the Sub-Adviser. (e) In accordance with procedures adopted by the Board, as amended from time to time, the Sub-Adviser is responsible for assisting in the fair valuation of all portfolio securities and will use its reasonable efforts to arrange for the provision of a price(s) from a party(ies) independent of the Sub-Adviser for each portfolio security for which the custodian does not obtain prices in the ordinary course of business from an automated pricing service.

Duties as Sub-Adviser. (a) Subject to the supervision and direction of the Trust's Trusts Board of Trustees ("Board") and Adviserreview by Mxxxxxxx Xxxxxxxx, and any written guidelines adopted by the Board or Mxxxxxxx Xxxxxxxx, the Sub-Adviser will provide a continuous investment program for each Fundall or a designated portion of the assets (Segment) of the Series, including investment research and management, discretionary management with respect to all or a portion of the securities and investments and cash equivalents of in the Fund (the "Sub-Advised Assets"), such Sub-Advised Assets to be determined by the AdviserSeries or Segment. The Sub-Sub- Adviser will determine from time to time what securities and other investments will be purchased, retained or sold with respect to by the Series or Segment. The Sub-Advised Assets Adviser will be responsible for placing purchase and sell orders for investments and for other related transactions for the Series or Segment. The Sub-Adviser will be responsible for voting proxies of each Fundissuers of securities held by the Series or Segment. The Sub- Adviser will provide services under this Contract in accordance with the Series investment objective, policies and restrictions as stated in the Trusts currently effective registration statement under the 1940 Act, and the brokers and dealers through whom trades will be executedany amendments or supplements thereto (Registration Statement). (b) The Sub-Adviser agrees that, in placing orders with brokers and dealersbrokers, it will attempt to obtain the best net result in terms of price and execution. Consistent with this obligation; provided that, on behalf of the Series or Segment, the Sub-Adviser may, in its discretion, purchase and sell portfolio securities from and to use brokers and dealers who sell shares of the Funds or that provide the Funds, Adviser's other clients, or Sub-Adviser's other clients Adviser with research, analysis, advice and similar services. The services to execute portfolio transactions on behalf of the Series or Segment, and the Sub-Adviser may pay to those brokers and dealers, in return for such brokerage and research and analysis, services a higher commission or spread than may be charged by other brokers and dealersbrokers, subject to the Sub-Adviser Sub- Advisers determining in good faith that such commission or spread is reasonable in terms either of the particular transaction or of the overall responsibility of the Adviser and the Sub-Adviser to the Funds Series or Segment and their its other clients and that the total commissions or spreads paid by each Fund the Series or Segment will be reasonable in relation to the benefits to the Fund over Series or Segment ver the long term. In no instance will portfolio securities be purchased from or sold to Mxxxxxxx Xxxxxxxx or the Sub-Adviser, or any affiliated person thereof, except in accordance with the applicable federal securities laws and the rules and regulations thereunder thereunder. The Sub-Adviser may aggregate sales and any exemptive purchase orders currently in effectwith respect to the assets of the Series or Segment with similar orders being made simultaneously for other accounts advised by the Sub-Adviser or its affiliates. Whenever the Sub-Adviser simultaneously places orders to purchase or sell the same security on behalf of a Fund the Series or Segment and one or more other accounts advised by the Sub-Adviser, such the orders will be allocated as to price and amount among all such accounts in a manner believed by the Sub- Adviser to be equitable over time to each account. Mxxxxxxx Xxxxxxxx recognizes that in some cases this procedure may adversely affect the results obtained for the Series or Segment. (c) The Sub-Adviser will maintain all required books and records required to be maintained pursuant to the 1940 Act and the rules and regulations promulgated thereunder with respect to transactions by the securities transactions Sub-Adviser on behalf of the FundsSeries or Segment, and will furnish the Board and Adviser Mxxxxxxx Xxxxxxxx with such periodic and special reports as the Board or Adviser Mxxxxxxx Xxxxxxxx reasonably may request. In compliance with the requirements of Rule 31a-3 under the 1940 Act, the Sub-Adviser hereby agrees that all records which that it maintains for the Adviser Series are the property of the AdviserTrust, and agrees to preserve for the periods prescribed by applicable law Rule 31a-2 under the 1940 Act any records which that it maintains for the Adviser Series and which that are required to be maintainedmaintained by Rule 31a-1 under the 1940 Act, and further agrees to surrender promptly to the Adviser Trust any records which that it maintains for the Adviser Series upon request by the AdviserTrust. (d) At such times as shall be reasonably requested by the Board or Mxxxxxxx Xxxxxxxx, the Sub-Adviser will provide the Board and Mxxxxxxx Xxxxxxxx with economic and investment analyses and reports as well as quarterly reports setting forth the performance of the Series or Segment and make available to the Board and Mxxxxxxx Xxxxxxxx any economic, statistical and investment services that the Sub-Adviser normally makes generally available to its institutional or other customers. (e) In accordance with procedures adopted by the Board, as amended from time to time, the Sub-Adviser is responsible for assisting in the fair valuation of all portfolio securities in the Series or Segment and will use its reasonable efforts to arrange for the provision of a price from one or more parties independent of the Sub-Adviser for each portfolio security for which the custodian does not obtain prices in the ordinary course of business from an automated pricing service.

Duties as Sub-Adviser. (a) Subject to the supervision of the Trust's Board of Trustees ("Board") and Adviser, the Sub-Adviser will provide a continuous investment program for each Fund, including investment research and management, with respect to all or a portion of the securities and investments and cash equivalents of the Fund (the "Sub-Advised Assets"), such Sub-Advised Assets to be determined by the Adviser. The Sub-Adviser will determine from time to time what securities and other investments will be purchased, retained or sold with respect to the Sub-Advised Assets of each Fund, and the brokers and dealers through whom trades will be executed. (b) The Sub-Adviser agrees that, in placing orders with brokers and dealers, it will attempt to obtain the best net result in terms of price and execution. Consistent with this obligation, the Sub-Adviser may, in its discretion, purchase and sell portfolio securities from and to brokers and dealers who sell shares of the Funds or provide the Funds, Adviser's other clients, or Sub-Adviser's other clients with research, analysis, advice and similar services. The Sub-Adviser may pay to brokers and dealers, in return for such research and analysis, a higher commission or spread than may be charged by other brokers and dealers, subject to the Sub-Adviser determining in good faith that such Exhibit d(2)(a) commission or spread is reasonable in terms either of the particular transaction or of the overall responsibility of the Adviser and the Sub-Adviser to the Funds and their other clients and that the total commissions or spreads paid by each Fund will be reasonable in relation to the benefits to the Fund over the long term. In no instance will portfolio securities be purchased from or sold to the Sub-Adviser, or any affiliated person thereof, except in accordance with the applicable securities laws and the rules and regulations thereunder and any exemptive orders currently in effect. Whenever the Sub-Adviser simultaneously places orders to purchase or sell the same security on behalf of a Fund and one or more other accounts advised by the Sub-Adviser, such orders will be allocated as to price and amount among all such accounts in a manner believed to be equitable to each account. (c) The Sub-Adviser will maintain all required books and records with respect to the securities transactions of the Funds, and will furnish the Board and Adviser with such periodic and special reports as the Board or Adviser reasonably may request. Sub-Adviser hereby agrees that all records which it maintains for the Adviser are the property of the Adviser, and agrees to preserve for the periods prescribed by applicable law any records which it maintains for the Adviser and which are required to be maintained, and further agrees to surrender promptly to the Adviser any records which it maintains for the Adviser upon request by the Adviser.

Duties as Sub-Adviser. (a) Subject to the supervision of the Trust's Board of Trustees (the "Board") and AdviserEII, the Sub-Adviser will provide a continuous investment program for each Fundthe Series, including investment research and management, with respect to all or a portion of the securities and investments and cash equivalents of the Fund (the "Sub-Advised Assets"), such Sub-Advised Assets to be determined by the Adviserresearch. The Sub-Adviser Although EII alone will determine from time to time what securities and other the investments that will be purchased, retained or sold with respect to by the Series, the Sub-Advised Assets Adviser will assist EII in such determinations. The Sub-Adviser will, at the direction of each FundEII, be responsible for placing purchase and sell orders for investments with broker-dealers, and for other related transactions. The Sub-Adviser will provide services under this Agreement in accordance with the brokers Series's investment objectives, policies and dealers through whom trades will be executedrestrictions as stated in the Series's Prospectus. (b) The Sub-Adviser agrees that, in placing orders with brokers and dealersbrokers, it will attempt to obtain the best net result in terms of price and execution. Consistent with this obligation; provided that, on behalf of the Series, the Sub-Adviser may, in its discretion, purchase use brokers who provide the Series with analysis and sell other research services to execute portfolio securities from and to brokers and dealers who sell shares transactions on behalf of the Funds or provide Series, and the Funds, Adviser's other clients, or Sub-Adviser's other clients with research, analysis, advice and similar services. The Sub-Adviser may pay to those brokers and dealers, in return for such brokerage and research and analysis, services a higher commission or spread than may be charged by other brokers and dealersbrokers, subject to the Sub-Adviser Adviser's determining in good faith that (i) such commission or spread is reasonable in terms either of the particular transaction or of the overall responsibility of the Adviser and the Sub-Adviser and its affiliates to the Funds Series and their its other clients clients, and that (ii) the total commissions or spreads paid by each Fund the Series will be reasonable in relation to the benefits to the Fund Series over the long term. In no instance will portfolio securities be purchased from or sold to the Sub-Adviser, or any affiliated person thereof, except in accordance with the applicable federal securities laws and the rules and regulations thereunder and any exemptive orders currently in effectthereunder. Whenever the Sub-Adviser simultaneously places orders to purchase or sell the same security on behalf of a Fund the Series and one or more other accounts advised by the Sub-Adviser, such orders will be allocated as to price and amount among all such accounts in a manner believed to be equitable to each account. EII recognizes that in some cases this procedure may adversely affect the results obtained for the Series. (c) The Sub-Adviser will maintain all required books and records required to be maintained by the Sub-Adviser pursuant to the 1940 Act and the rules and regulations promulgated thereunder with respect to the securities transactions on behalf of the FundsSeries, and will furnish the Board and Adviser EII with such periodic and special reports as the Board or Adviser EII reasonably may request. In compliance with the requirements of Rule 31a-3 under the 1940 Act, the Sub-Adviser hereby agrees that all records which it maintains for the Adviser Series are the property of the AdviserTrust, and agrees to preserve for the periods prescribed by applicable law Rule 31a-2 under the 1940 Act any records which it maintains for the Adviser Trust and which are required to be maintainedmaintained by Rule 31a-1 under the 1940 Act, and further agrees to surrender promptly to the Adviser Trust any records which it maintains for the Adviser Trust upon request by the AdviserTrust. (d) At such times as shall be reasonably requested by the Board or EII, the Sub-Adviser will provide the Board and EII with investment analyses and reports and make available to the Board and EII any statistical and investment services normally available to similar investment companies based on industry standards.

Duties as Sub-Adviser. (a) Subject to the oversight and supervision of GEAM and the Trust's Board of Trustees of the Trust ("the “Board") and Adviser”), the Sub-Adviser will provide a continuous investment program for each Fundthe Fund with respect to the Sub-Adviser’s Allocated Assets, including investment research and management, with respect to all or a portion of the securities and investments and cash equivalents of the Fund (the "Sub-Advised Assets"), such Sub-Advised Assets to be determined by the Adviser. The Sub-Adviser will determine from time to time what securities and other investments will be purchased, retained or sold by the Fund with respect to such Allocated Assets. The Sub-Adviser will be responsible for placing purchase and sell orders for the Allocated Assets. The Sub-Adviser will consult with GEAM from time to time regarding matters pertaining to the Fund, including market strategy and portfolio characteristics. The Sub-Adviser will provide services under this Agreement in accordance with the Fund’s investment objective, policies and restrictions as stated in the Registration Statement, the Constituent Documents (as defined below), the Investment Guidelines (as defined below), and applicable law. In this connection and in connection with the further duties set forth in this Section 2 as provided below, the Sub-Adviser shall provide GEAM and the Board with such periodic reports and documentation as GEAM or the Board shall reasonably request regarding the Sub-Adviser’s management of the Fund’s Allocated Assets, compliance with applicable laws and rules and the Registration Statement (as defined below) and all requirements hereunder. The Sub-Adviser acknowledges that copies of the Trust’s current registration statement on Form N-1A and any amendments or supplements thereto (“Registration Statement”), and the Trust’s Agreement and Declaration of Trust and By-Laws, if any, (“Constituent Documents”), each as currently in effect, have been delivered to the Sub-Advised Assets of each Fund, and the brokers and dealers through whom trades will be executedAdviser. (b) The Sub-Adviser agrees thatshall carry out its responsibilities under this Agreement in compliance with: (i) the Fund’s investment objective, policies and restrictions as set forth in placing orders the Registration Statement, (ii) the Constituent Documents, (iii) all investment guidelines, policies, procedures or directives of the Trust or GEAM as provided to the Sub-Adviser (“Investment Guidelines”), (iv) the 1940 Act and the rules promulgated thereunder, (v) the Investment Advisers Act of 1940, as amended (“Advisers Act”), and the rules promulgated thereunder, and (vi) other applicable federal and state laws and related regulations. To the extent that the Investment Guidelines applicable to the Sub-Adviser’s Allocated Assets are inconsistent with brokers and dealers, it will attempt the investment restrictions applicable to obtain the best net result Fund’s total assets as set forth in terms of price and execution. Consistent with this obligationthe Registration Statement, the Sub-Adviser mayshall comply with the policies, procedures and directives as set forth in the Investment Guidelines. GEAM shall promptly notify the Sub-Adviser of changes to (i), (ii) or (iii) above and shall consult with Sub-Adviser before making any changes relating solely to the Fund’s investment objective, policies and restrictions as set forth in the Registration Statement, as well as to the policies, procedures and directives set forth in the Investment Guidelines. In particular, the Sub-Adviser shall take all actions necessary with respect to the Allocated Assets, as if they were the Fund itself, to ensure that the Allocated Assets, if they were the Fund, would: (A) satisfy the asset diversification requirements set forth under Section 851(b)(3) of sub-chapter M of the Internal Revenue Code of 1986, as amended (“Code”), and the Treasury Regulations thereunder (“Regulations”), (B) satisfy the gross income qualification requirements as set forth under Section 851(b)(2) of the Code and Regulations, and (C) comply with the diversification requirements of Section 817(h) of the Code and Regulations [as these apply to separate accounts through which variable life insurance contracts and variable annuity contracts are issued]. For purposes of determining whether the Allocated Assets satisfy the requirements set forth in the preceding sentence, the Allocated Assets will be deemed not to be a member of any controlled group or otherwise to have any affiliates, and the Sub-Adviser shall have no obligation to consider the holdings or investments of any of the Fund’s or its discretionaffiliates’ assets or accounts other than the Allocated Assets. (c) The Sub-Adviser shall take all actions which it considers necessary to implement the investment objectives and policies of the Fund, and in particular, to place all orders for the purchase or sale of securities or other investments for the Fund’s Allocated Assets with brokers or dealers selected by it. For that limited purpose, the Sub-Adviser is authorized as the agent of the Trust to give instructions to the Trust’s custodian(s) as to deliveries of securities or other investments and payments of cash for the account of the Fund. In connection with the selection of brokers or dealers and the placing of purchase and sell portfolio securities from sale orders with respect to investments of the Fund, the Sub-Adviser is directed at all times to seek to obtain best execution and price within the policy guidelines determined by the Board. In addition to-seeking the best price and execution, to the extent covered by Section 28(e) of the Securities Exchange Act of 1934, as amended (the “1934 Act”), and applicable guidance of the Securities and Exchange Commission (the “SEC”), the Sub-Adviser is also authorized to take into consideration other relevant factors which may include, without limitation: (i) the execution capabilities of such brokers and dealers, (ii) research, brokerage and other services provided by brokers and dealers who sell shares which the Sub-Adviser believes will enhance its general portfolio management capabilities, (iii) the size of the Funds transaction, (iv) the difficulty of execution, (v) the operational facilities of such brokers and dealers, (vi) the risk to such a broker or provide dealer of positioning a block of securities, and (vii) the Funds, Adviser's other clients, or Sub-Adviser's other clients with research, analysis, advice overall quality of brokerage and similar servicesresearch services provided by such brokers and dealers. The Sub-Adviser may pay is also authorized to brokers and dealerseffect individual securities transactions at commission rates in excess of the minimum commission rates available, in return for such research and analysis, a higher commission or spread than may be charged by other brokers and dealers, subject to the Sub-Adviser determining if it determines in good faith that such amount of commission or spread is reasonable in terms either of the particular transaction or of the overall responsibility of the Adviser and the Sub-Adviser to the Funds and their other clients and that the total commissions or spreads paid by each Fund will be reasonable in relation to the benefits to value of the Fund over the long term. In no instance will portfolio securities be purchased from brokerage and research services provided by such broker or sold to dealer, viewed in terms of either that particular transaction or the Sub-Adviser’s overall responsibilities with respect to the Fund. The policies with respect to brokerage allocation, or any affiliated person thereofdetermined from time to time by the Board, except are those disclosed in accordance the Registration Statement. The Sub-Adviser will periodically evaluate the statistical data, research and other investment services provided to it by brokers and dealers. Such services may be used by the Sub-Adviser in connection with the applicable securities laws and the rules and regulations thereunder and any exemptive orders currently performance of its obligations under this Agreement or in effectconnection with other advisory or investment operations including using such information in managing its own accounts. Whenever the Sub-Adviser simultaneously places orders to purchase or sell the same security on behalf of a the Fund and one or more other accounts advised by the Sub-Adviser, such the orders will will, to the extent practicable, be allocated as to price and amount among all such accounts in a manner believed to be equitable by the Sub-Adviser to each accountaccount and otherwise in accordance with the Sub-Adviser’s procedures approved by the Board. (cd) Only with prior written consent from GEAM and subject to: (i) the requirement that the Sub-Adviser seek to obtain best execution and price within the policy guidelines determined by the Board and set forth in the Registration Statement, (ii) the provisions of the 1940 Act and the Advisers Act, (iii) the provisions of the 1934 Act, and (iv) other applicable provisions of law, the Sub-Adviser or an affiliated person of the Sub-Adviser or of GEAM may act as broker for the Fund in connection with the purchase or sale of securities or other investments for the Fund. Such brokerage services are not within the scope of the duties of the Sub-Adviser under this Agreement. Subject to the requirements of applicable law and any procedures adopted by the Board, the Sub-Adviser or its affiliated persons may receive brokerage commissions, fees or other remuneration from the Fund or the Trust for such services in addition to the Sub-Adviser’s fees for services under this Agreement. (e) The Sub-Adviser shall maintain, in the form and for the periods required by Rule 31a-2 under the 1940 Act, all records relating to the Fund’s investments that are required to be maintained by the Trust pursuant to the requirements of Rule 31a-1 under the 1940 Act. The Sub-Adviser agrees that all books and records which it maintains for the Fund or the Trust are the property of the Trust and further agrees to surrender the same to GEAM or the Trust upon GEAM’s or the Trust’s request (provided, however, that Sub-Adviser may retain copies of such records). The Sub-Adviser agrees to furnish the Board and GEAM with such periodic and special reports regarding the Fund’s investments and records relating to the same as the Board or GEAM reasonably may request. Further, the Sub-Adviser shall permit the books and records maintained with respect to the Fund to be inspected and audited by the Trust, GEAM or their respective agents at all reasonable times during normal business hours upon reasonable notice. (f) At such times as shall reasonably be requested, the Sub-Adviser will provide to the Board and GEAM economic and investment analyses and reports relating to the Allocated Assets, information regarding the Sub-Adviser required to be included in the Registration Statement and information necessary for GEAM and the Board to review the Fund or discuss the management of it. The Sub-Adviser will provide quarterly reports setting forth the Fund’s performance with respect to the Allocated Assets and the Sub-Adviser’s private account composite performance and will complete on a quarterly basis the checklist provided to it by GEAM regarding the Fund’s investments and transactions. The Sub-Adviser shall make available to the Board and GEAM any economic, statistical and investment services normally available to institutional or other customers of the Sub-Adviser. The Sub-Adviser will make available its officers and employees to meet with the Board on reasonable notice to review the Fund’s investments. (g) In accordance with procedures adopted by the Board, as amended from time to time, the Sub-Adviser is responsible for assisting the Board in determining the fair valuation of any illiquid portfolio securities held within the Allocated Assets and will assist the Trust’s accounting services agent or GEAM to obtain independent sources of market value for all other portfolio securities. Further, the Sub-Adviser shall promptly notify the Fund and/or GEAM of any and all instances in which the Sub-Adviser knows or should have reason to know that the market quoted price or value of a portfolio security does not represent the “fair value” of the instrument (i.e., the price at which that instrument could be acquired or sold in an arm’s-length transaction between unrelated parties in which each party acts knowledgeably, prudently and without compulsion) or that there is no market price or value available from any source with respect to a particular instrument and that such instrument should accordingly be subject to a fair valuation determination in accordance with procedures adopted by the Board, as amended from time to time. (h) At such times as shall be reasonably requested by GEAM, the Sub-Adviser shall review and certify in writing that the information stated in the Trust’s Registration Statement relating to the Sub-Adviser, its management of the Fund with respect to the Allocated Assets, including investment objectives, strategies and related risks, and its performance history is true, correct and complete to the best of its knowledge. (i) The Sub-Adviser will maintain all required books and records with respect to the securities transactions promptly notify GEAM of any change of control of the FundsSub-Adviser, including any change of its general partners or 25% shareholders or members, as applicable, and will furnish any changes in the Board and Adviser with key personnel of the Sub-Adviser, including without limitation, any change in the portfolio management personnel responsible for the Allocated Assets, in each case prior to or promptly after such periodic and special reports as change. Notwithstanding the Board or Adviser reasonably may request. foregoing, the Sub-Adviser hereby agrees will promptly notify GEAM of any existing agreement, or upon entering into any agreement, that all records which it maintains for the Adviser are the property may result in a change of control of the Sub-Adviser, including without limitation the retention of an agent to assist in the sale of all, or a significant portion, of the business of the Sub-Adviser. (j) The Sub-Adviser will calculate its private account composite performance in compliance with the Global Investment Performance Standards of the CFA Institute Centre for Financial Market Integrity and agrees to preserve for such performance will be reviewed or verified at least annually by an independent firm providing performance verification services. (k) Unless GEAM gives the periods prescribed by applicable law any records which it maintains for the Sub-Adviser and which are required to be maintained, and further agrees to surrender promptly written instructions to the contrary, the Sub-Adviser shall, in accordance with the Sub-Adviser’s proxy voting policies and procedures (as they may be amended from time to time), vote proxies in the best interests of the Fund as may be necessary or advisable in connection with any records which it maintains for matters submitted to a vote of the Adviser upon request shareholders of an issuer held by the AdviserFund and shall provide GEAM with its proxy voting procedures and guidelines and any amendments thereto.

Duties as Sub-Adviser. (a) Subject to the supervision and direction of the Trust's Board of Trustees ("Board") and of the Adviser, and all written guidelines adopted by the Trust or the Adviser that are provided to the Sub-Adviser, the Sub-Adviser will provide a continuous investment program for each Fundwith respect to the Fund Account, including investment research and management, with respect to management for all or a portion of the securities and investments and cash equivalents of in the Fund (the "Sub-Advised Assets"), such Sub-Advised Assets to be determined by the AdviserAccount. The Sub-Adviser will determine from time to time what securities and other investments in the Fund Account will be purchased, retained or sold by the Fund. The Sub-Adviser will be responsible for placing purchase and sell orders for investments and for other related transactions with respect to the Fund Account. The Sub-Advised Assets Adviser will provide services under this Contract in accordance with the Fund's investment objective, policies and restrictions and the description of each Fundits investment strategy and style, all as stated in the Trust's registration statement under the 1940 Act, and any amendments or supplements thereto ("Registration Statement") of which the brokers and dealers through whom trades will be executedSub-Adviser has notice. The Sub-Adviser shall not consult with any other sub adviser of the Fund concerning transactions for the Fund in securities or other assets. (b) The Sub-Adviser agrees that, in placing orders with brokers and dealersbrokers, it will attempt seek to obtain the best net result in terms of price and execution. Consistent with this obligation; provided that, on behalf of the Fund, the Sub-Adviser may, in its discretion, purchase and sell portfolio securities from and to use brokers and dealers who sell shares (including brokers that may be affiliates of the Funds or Sub-Adviser to the extent permitted by Section 3(c) hereof) who provide the Funds, Adviser's other clients, or Sub-Adviser's other clients Adviser with research, analysis, advice and similar services. The services to execute portfolio transactions, and the Sub-Adviser may pay to those brokers and dealers, in return for such brokerage and research and analysis, services a higher commission or spread than may be charged by other brokers and dealersbrokers, subject to the Sub-Adviser Adviser's determining in good faith that such commission or spread is reasonable in terms either of the particular transaction or of the overall responsibility of the Adviser and the Sub-Adviser to the Funds Fund and their its other clients and that the total commissions or spreads paid by each the Fund will be reasonable in relation to the benefits to the Fund over the long term. In no instance will portfolio securities be purchased from or sold to the Sub-Adviser, or any affiliated person thereof, except in accordance with the applicable federal securities laws and the rules and regulations thereunder and any exemptive orders currently in effectthereunder. Whenever the Sub-Adviser simultaneously places orders to purchase or sell the same security on behalf of a the Fund and one or more other accounts advised by the Sub-Adviser, such the orders will be allocated as to price and amount among all such accounts in a manner believed to be equitable over time to each account. The Adviser recognizes that in some cases this procedure may adversely affect the results obtained for the Fund. (c) The Sub-Adviser will not execute without the prior written approval of the Adviser any portfolio transactions for the Fund Account with a broker which is (i) an affiliated person of the Trust, including the Adviser or any Sub-Adviser for any Fund of the Trust; (ii) a principal underwriter of the Fund's shares; or (iii) an affiliated person of such an affiliated person or principal underwriter. The Adviser agrees that it will provide the Sub-Adviser with a list of such brokers and dealers and will, from time to time, update such list as necessary. (d) The Sub-Adviser will maintain all required books and records required to be maintained pursuant to the 1940 Act and the rules and regulations promulgated thereunder with respect to actions by the securities transactions Sub-Adviser on behalf of the FundsFund, and will furnish the Board and the Adviser with such periodic and special reports as the Board or the Adviser reasonably may request. In compliance with the requirements of Rule 31a-3 under the 1940 Act, the Sub-Adviser hereby agrees that all records which that it maintains for the Adviser Fund are the property of the AdviserTrust, and agrees to preserve for the periods prescribed by applicable law Rule 31a-2 under the 1940 Act any records which that it maintains for the Adviser Trust and which that are required to be maintainedmaintained by Rule 31a-1 under the 1940 Act, and further agrees to surrender promptly to the Adviser Trust a complete set of any records which that it maintains for the Adviser Fund upon request by the Trust. (e) All transactions will be consummated by payment to or delivery by the custodian designated by the Trust (the "Custodian"), or such depositories or agents as may be designated by the Custodian in writing, of all cash and/or securities due to or from the Fund Account, and the Sub-Adviser shall not have possession or custody thereof. The Sub-Adviser shall advise the Custodian and confirm in writing to the Trust and to the Adviser or any other designated agent of the Fund all investment orders for the Fund Account placed by it with brokers and dealers at the time and in the manner set forth in Rule 31a-1 under the 1940 Act. For purposes of the foregoing sentence, communication to the Custodian via DTC is acceptable. The Trust shall issue to the Custodian such instructions as may be appropriate in connection with the settlement of any transaction initiated by the Sub-Adviser. The Trust shall be responsible for all custodial arrangements and the payment of all custodial charges and fees, and, upon giving proper instructions to the Custodian, the Sub-Adviser shall have no responsibility or liability with respect to custodial arrangements or the acts, omissions or other conduct of the Custodian, except that it shall be the responsibility of the Sub-Adviser to communicate it to the Adviser if the Custodian fails to confirm in writing proper execution of the instructions. (f) At such times as shall be reasonably requested by the Board or the Adviser, the Sub-Adviser will provide the Board and the Adviser with economic and investment analyses and reports as well as quarterly reports setting forth the performance of the Fund Account and make available to the Board and Adviser any economic, statistical and investment services that the Sub-Adviser normally makes available to its institutional or other customers. (g) In accordance with procedures adopted by the Board, as amended from time to time, the Sub-Adviser is responsible for assisting in the fair valuation of all portfolio securities and will use its reasonable efforts to arrange for the provision of valuation information or a price(s) from a party(ies) independent of the Sub-Adviser for each portfolio security for which the custodian does not obtain prices in the ordinary course of business from an automated pricing service.

Duties as Sub-Adviser. (a) Subject to the supervision of the Trust's Board of Trustees ("Board") and Adviser, the Sub-Adviser will provide a continuous investment program for each Fund, including investment research and management, with respect to all or a portion of the securities and investments and cash equivalents of the Fund (the "Sub-Advised Assets"), such Sub-Advised Assets to be determined by the Adviser. The Sub-Adviser will determine from time to time what securities and other investments will be purchased, retained or sold with respect to the Sub-Advised Assets of each Fund, and the brokers and dealers through whom trades will be executed. The Adviser will manage the cash holdings of the Fund. (b) The Sub-Adviser agrees that, in placing orders with brokers and dealers, it will attempt to obtain the best net result in terms of price and execution. Consistent with this obligation, the Sub-Adviser may, in its discretion, purchase and sell portfolio securities from and to brokers and dealers who sell shares of the Funds or provide the Funds, Adviser's other clients, or Sub-Adviser's other clients with research, analysis, advice and similar services. The Sub-Adviser may pay to brokers and dealers, in return for such research and analysis, a higher commission or spread than may be charged by other brokers and dealers, subject to the Sub-Adviser determining in good faith that such commission or spread is reasonable in terms either of the particular transaction or of the overall responsibility of the Adviser and the Sub-Adviser to the Funds and their other clients and that the total commissions or spreads paid by each Fund will be reasonable in relation to the benefits to the Fund over the long termFunds. In no instance will portfolio securities be purchased from or sold to the Sub-Adviser, or any affiliated person thereof, except in accordance with the applicable securities laws and the rules and regulations thereunder and any exemptive orders currently in effect. Whenever the Sub-Adviser simultaneously places orders to purchase or sell the same security on behalf of a Fund and one or more other accounts advised by the Sub-Adviser, such orders will be allocated as to price and amount among all such accounts in a manner believed to be equitable to each account. (c) The Sub-Adviser will maintain all required books and records with respect to the securities transactions of the Funds, and will furnish the Board and Adviser with such periodic and special reports as the Board or Adviser reasonably may request. Sub-Adviser hereby agrees that all records which it maintains for the Adviser are the property of the Adviser, and agrees to preserve for the periods prescribed by applicable law any records which it maintains for the Adviser and which are required to be maintained, and further agrees to surrender promptly to the Adviser any records which it maintains for the Adviser upon request by the Adviser.

Duties as Sub-Adviser. (a) Subject to the supervision of the Trust's Board of Trustees ("Board") and the Adviser, the Sub-Adviser will shall provide a continuous investment program for each Fund, including investment research and management, with respect to all or a portion of the securities and investments and cash equivalents of the Fund (Fund, in accordance with the "Sub-Advised Assets")investment objective, such Sub-Advised Assets policies, strategies and limitations of the Fund, as provided in the Trust’s registration statement, as currently in effect and amended from time to be determined by the Advisertime. The Sub-Adviser will determine from time to time what securities and other investments will be purchased, retained or sold with respect to by each Fund, and, for any Fund for which the Sub-Advised Assets of each FundAdviser is responsible for executing trades, and the brokers and dealers through whom trades will be executed. (b) The For any Fund for which the Sub-Adviser is responsible for executing trades , the Sub-Adviser agrees that, in placing orders with brokers and dealers, it will attempt to obtain the best net result in terms of price and execution. Consistent with this obligation, the Sub-Adviser may, in its discretion, purchase and sell portfolio securities from and to use brokers and or dealers who sell shares of the Funds or provide the Funds, the Adviser's ’s other clients, or the Sub-Adviser's ’s other clients with research, analysis, advice and similar services. The Sub-Adviser may cause a Fund to pay to those brokers and dealers, dealers in return for such brokerage and research and analysisservices, a higher commission or spread than may be charged by other brokers and dealers, subject to the Sub-Adviser determining in good faith that such commission or spread is reasonable in terms either of the particular transaction or of the overall responsibility responsibilities of the Adviser and the Sub-Adviser to the Funds and their other clients a Fund and that the total commissions or spreads paid by each Fund will be reasonable in relation to the benefits to the Fund over the long term. In no instance will portfolio securities be purchased from or sold to the Sub-Adviser, or any affiliated person thereof, except in accordance with the applicable federal securities laws and the rules and regulations thereunder and any exemptive orders currently in effect. Whenever On occasions when the Sub-Adviser simultaneously places orders to deems the purchase or sell the same security on behalf sale of a security to be in the best interests of the Fund and one or more as well as other accounts advised by clients, the Sub-AdviserAdviser may to the extent permitted by applicable laws and regulations, aggregate the securities to be sold or purchased in order to obtain best execution. In such event, orders will be allocated as to price and amount among all such accounts in a manner believed to be equitable to each account. The Sub-Adviser may buy or sell securities for a Fund and simultaneously sell or buy such securities for another client account. Subject to applicable legal and regulatory requirements and Trust procedures, the Sub-Adviser may effectuate cross transactions between the Fund and such other account if it deems this to be advantageous to both of the accounts involved. The Sub-Adviser agrees that it shall not consult with any other sub-adviser engaged by the Adviser or its affiliates with respect to the securities transactions or other assets of the Fund or another sub-advised Fund, except to the extent permitted by certain exemptive rules under the 1940 Act that permit certain transactions with a sub-adviser or its affiliates. Notwithstanding the foregoing, the Sub-Adviser agrees that the Adviser shall have the right by written notice to identify securities that may not be purchased on behalf of a Fund and/or brokers or dealers through or with which portfolio transactions on behalf of the Fund may not be effected. The Sub-Adviser shall refrain from purchasing such securities for the Fund or directing any portfolio transaction to any such broker or dealer on behalf of the Fund, unless and until the written approval of the Adviser or the Board, as the case may be, is obtained. (c) The Sub-Adviser will shall maintain all required books and records with respect to the securities transactions of the FundsFunds for any Fund for which the Sub-Adviser is responsible for executing trades, and will shall furnish the Board and Adviser with such periodic and special reports reports, balance sheets or financial information, and such other information with regard to its affairs as the Board or Adviser reasonably may request. The Sub-Adviser shall also furnish to the Adviser any other information relating to the securities transactions of the Funds that is required to be filed by the Adviser or the Trust with the SEC or sent to shareholders pursuant to the federal securities laws or the rules thereunder. The Sub-Adviser shall keep the Adviser informed of developments materially affecting a Fund or the Trust. The Adviser, the Trust’s officers and the Funds’ independent registered public accounting firm shall be permitted to inspect and audit such records pertaining to the Funds at reasonable times during regular business hours with advance notice. The Sub-Adviser hereby agrees that all records which it maintains for the Adviser Trust are the property of the AdviserTrust, and agrees to preserve for the periods prescribed by applicable law any records which it maintains for the Adviser Trust and which are required to be maintained, and further agrees to surrender promptly to the Adviser Trust such records or to transfer said records to any records which it maintains for the Adviser successor sub-adviser upon request by the Trust. (d) The Sub-Adviser shall make its officers and employees available to meet with the officers of the Adviser and the Trust and the Board on due notice to review a Fund’s investments. In addition, the Sub-Adviser shall, on the Sub-Adviser’s own initiative, and as reasonably requested by the Adviser, for itself and on behalf of the Trust, furnish to the Adviser from time to time whatever information the Adviser reasonably believes appropriate for this purpose. For any Fund for which the Sub-Adviser is responsible for executing trades, the Sub-Adviser, from time to time, shall furnish to the Adviser and Trust’s officers and to the Board, at the Sub-Adviser’s expense, reports on securities transactions and reports on issuers of securities held by a Fund, all in such detail as the Trust or the Adviser may reasonably request. In addition, the Sub-Adviser shall provide advice and assistance to the Adviser, as necessary, as to the determination of the value of securities held or to be acquired by a Fund for valuation purposes. (e) The Sub-Adviser shall provide to the Fund’s custodian each business day information relating to the Fund’s securities transactions. The Sub-Adviser shall provide sub-certifications, as reasonably requested by the Adviser or the Trust, in connection with the filings of Form N-CSR or Form N-Q. (f) As requested, the Sub-Adviser shall vote proxies with respect to securities held by the Fund in accordance with the guidelines established by the Sub-Adviser and approved by the Board. (g) The Sub-Adviser is and shall, for all purposes provided herein provided, be deemed an independent contractor and, except as expressly provided herein or authorized in writing by the Adviser, the Sub-Adviser shall have no authority to act for or represent the Funds or the Trust or otherwise be deemed an agent of the Fund, Trust or Adviser. Such designation of the Sub-Adviser as an independent contractor shall in no way limit the Sub-Adviser’s fiduciary duties under this Agreement.

Duties as Sub-Adviser. (a) Subject to the supervision and direction of the Trust's Board of Trustees ("Board") and of the Adviser, and all written guidelines adopted by the Trust or the Adviser that are provided to the Sub-Adviser, the Sub-Adviser will provide a continuous investment program for each Fundwith respect to the Fund Account, including investment research and management, with respect to management for all or a portion of the securities and investments and cash equivalents of in the Fund (the "Sub-Advised Assets"), such Sub-Advised Assets to be determined by the AdviserAccount. The Sub-Adviser will determine from time to time what securities and other investments in the Fund Account will be purchased, retained or sold by the Fund. The Sub-Adviser will be responsible for placing purchase and sell orders for investments and for other related transactions with respect to the Fund Account. The Sub-Advised Assets Adviser will provide services under this Contract in accordance with the Fund's investment objective, policies and restrictions and the description of each Fundits investment strategy and style, all as stated in the Trust's registration statement under the 1940 Act, and any amendments or supplements thereto ("Registration Statement") of which the brokers and dealers through whom trades will be executedSub-Adviser has notice. The Sub-Adviser shall not consult with any other sub-adviser of the Fund concerning transactions for the Fund in securities or other assets. (b) The Sub-Adviser is authorized to select the brokers (including dealers) to execute transactions for the Fund Account. The Sub-Adviser agrees that, in placing orders with brokers and dealersbrokers, it will attempt seek to obtain the best net result in terms of price and execution. Consistent with this obligation; provided that, on behalf of the Fund, the Sub-Adviser may, in its discretion, purchase and sell portfolio securities from and to use brokers and dealers who sell shares (including brokers that may be affiliates of the Funds or Sub-Adviser to the extent permitted by Section 3(c) hereof) who provide the Funds, Adviser's other clients, or Sub-Adviser's other clients Adviser with research, analysis, advice and similar services. The services to execute portfolio transactions, and the Sub-Adviser may pay to those brokers and dealers, in return for such brokerage and research and analysis, services a higher commission (which may be a mark-up or spread mark down in certain circumstances) than may be charged by chargxx xy other brokers and dealersxxxkers, subject to the Sub-Adviser Adviser's determining in good faith that such commission or spread is reasonable in terms either of the particular transaction or of the overall responsibility of the Adviser and the Sub-Adviser to the Funds Fund and their its other clients and that the total commissions or spreads paid by each the Fund will be reasonable in relation to the benefits to the Fund over the long term. In no instance will portfolio securities be purchased from or sold to the Sub-Adviser, or any affiliated person thereof, except in accordance with the applicable federal securities laws and the rules and regulations thereunder and any exemptive orders currently in effectthereunder. Whenever the Sub-Adviser simultaneously places orders to purchase or sell the same security on behalf of a the Fund and one or more other accounts advised by the Sub-Adviser, such the orders will be allocated as to price and amount among all such accounts in a manner believed to be equitable over time to each account. The Adviser recognizes that in some cases this procedure may adversely affect the results obtained for the Fund. (c) The Sub-Adviser will not execute, without the prior written approval of the Adviser, any portfolio transactions for the Fund Account with a broker which is (i) an affiliated person of the Trust, including the Adviser or any Sub-Adviser for any Fund of the Trust; (ii) a principal underwriter of the Fund's shares; or (iii) an affiliated person of such an affiliated person or principal underwriter. The Adviser agrees that it will provide the Sub-Adviser with a list of such brokers and dealers and will, from time to time, update such list as necessary. (d) The Sub-Adviser will maintain all required books and records required to be maintained pursuant to the 1940 Act and the rules and regulations promulgated thereunder with respect to actions by the securities transactions Sub-Adviser on behalf of the FundsFund, and will furnish the Board and the Adviser with such periodic and special reports as the Board or the Adviser reasonably may request. In compliance with the requirements of Rule 31a-3 under the 1940 Act, the Sub-Adviser hereby agrees that all records which that it maintains for the Adviser Fund are the property of the AdviserTrust, and agrees to preserve for the periods prescribed by applicable law Rule 31a-2 under the 1940 Act any records which that it maintains for the Adviser Trust and which that are required to be maintainedmaintained by Rule 31a-1 under the 1940 Act, and further agrees to surrender promptly to the Adviser Trust a complete set of any records which that it maintains for the Adviser Fund upon request by the Trust. (e) All transactions will be consummated by payment to or delivery by the custodian designated by the Trust (the "Custodian"), or such depositories or agents as may be designated by the Custodian in writing, of all cash and/or securities due to or from the Fund Account, and the Sub-Adviser shall not have possession or custody thereof. The Sub-Adviser shall advise the Custodian and confirm in writing to the Trust and to the Adviser or any other designated agent of the Fund all investment orders for the Fund Account placed by it with brokers and dealers at the time and in the manner set forth in Rule 31a-1 under the 1940 Act. For purposes of the foregoing sentence, communication to the Custodian via DTC is acceptable. The Trust shall issue to the Custodian such instructions as may be appropriate in connection with the settlement of any transaction initiated by the Sub-Adviser. The Trust shall be responsible for all custodial arrangements and the payment of all custodial charges and fees, and, upon giving proper instructions to the Custodian, the Sub-Adviser shall have no responsibility or liability with respect to custodial arrangements or the acts, omissions or other conduct of the Custodian, except that it shall be the responsibility of the Sub-Adviser to communicate it to the Adviser if the Custodian fails to confirm in writing proper execution of the instructions. (f) At such times as shall be reasonably requested by the Board or the Adviser, the Sub-Adviser will provide the Board and the Adviser with economic and investment analyses and reports as well as quarterly reports setting forth the performance of the Fund Account and make available to the Board and Adviser any economic, statistical and investment services that the Sub-Adviser normally makes available to its institutional or other customers generally. (g) In accordance with procedures adopted by the Board, as amended from time to time, the Sub-Adviser is responsible for assisting in the fair valuation of all portfolio securities and will use its reasonable efforts to arrange for the provision of valuation information or a price(s) from a party(ies) independent of the Sub-Adviser for each portfolio security for which the custodian does not obtain prices in the ordinary course of business from an automated pricing service.

Duties as Sub-Adviser. (a) A. Subject to to, and in accordance with, the supervision and direction of the TrustMorgan Keegan Select's Board of Trustees Directors ("Board") and of thx Xxxxxxx, xxd all written guidelines adopted by the Board and/or the Adviser that are provided to the Sub-Adviser, the Sub-Adviser will provide a continuous investment program for each with respect to the Fund, including investment research and management, with respect to management for all or a portion of the securities and investments and cash equivalents of in the Fund (the "Sub-Advised Assets"), such Sub-Advised Assets to be determined by the AdviserFund. The Sub-Adviser will determine from time to time what securities and other investments will be purchased, retained or sold by the Fund. The Sub-Adviser will be responsible for placing purchase and sell orders for investments and for other related transactions with respect to the Fund. The Sub-Advised Assets of each Adviser will provide services under this Agreement in accordance with the Fund's investment objective, policies and restrictions as stated in Morgan Keegan Select's currently effective registration statexxxx xxxxx xxe 1940 Act, and the brokers and dealers through whom trades will be executedany amendments or supplements thereto ("Registration Statement"). (b) B. The Sub-Adviser agrees that, in placing orders with brokers and dealersbrokers, it will attempt seek to obtain the best net result in terms of price and execution. Consistent with this obligation; provided that, on behalf of the Fund, the Sub-Adviser may, in its discretion, purchase and sell portfolio securities from and to use brokers and dealers who sell shares (including brokers that may be affiliates of the Funds or Sub-Adviser to the extent permitted by Section 3(c) hereof) who provide the Funds, Adviser's other clients, or Sub-Adviser's other clients Adviser with research, analysis, advice and similar services. The services to execute portfolio transactions, and the Sub-Adviser may pay to those brokers and dealers, in return for such brokerage and research and analysis, services a higher commission or spread than may be charged by other brokers and dealersbrokers, subject to the Sub-Adviser Adviser's determining in good faith that such commission or spread is reasonable in terms either of the particular transaction or of the overall responsibility of the Adviser and the Sub-Adviser to the Funds Fund and their its other clients and that the total commissions or spreads paid by each the Fund will be reasonable in relation to the benefits to the Fund over the long term. In no instance will portfolio securities be purchased from or sold to the Sub-Adviser, or any affiliated person thereof, except in accordance with the applicable federal securities laws and the rules and regulations thereunder and any exemptive orders currently in effectthereunder. Whenever the Sub-Adviser simultaneously places orders to purchase or sell the same security on behalf of a the Fund and one or more other accounts advised by the Sub-Adviser, such the orders will be allocated as to price and amount among all such accounts in a manner believed to be equitable over time to each account. The Adviser recognizes that in some cases this procedure may adversely affect the results obtained for the Fund. (c) C. The Sub-Adviser will maintain all required books and records required to be maintained pursuant to the 1940 Act and the rules and regulations promulgated thereunder with respect to actions by the securities transactions Sub-Adviser on behalf of the FundsFund, and will furnish the Board and the Adviser with such periodic and special reports as the Board or the Adviser reasonably may request. In compliance with the requirements of Rule 31a-3 under the 1940 Act, the Sub-Adviser hereby agrees that all records which that it maintains for the Adviser Fund are the property of the AdviserMorgan Keegan Select, and agrees to preserve for the periods prescribed by applicable law presxxxxxx xx Xxxe 31a-2 under the 1940 Act any records which that it maintains for the Adviser Morgan Keegan Select and which that are required to be maintainedmaintained bx Xxxx 00x-0 under the 1940 Act, and further agrees to surrender promptly to the Adviser Morgan Keegan Select any records which that it maintains for the Adviser upon request Fuxx xxxx xxxxxst by Morgan Keegan Select. D. All transactions will be cxxxxxxxxxx xx payment to or delivery by the custodian designated by Morgan Keegan Select (the "Custodian"), or such depositories xx xxxxxx xx may be designated by the Custodian in writing, of all cash and/or securities due to or from the Fund, and the Sub-Adviser shall not have possession or custody thereof. The Sub-Adviser shall advise the Custodian and confirm in writing to Morgan Keegan Select and to the Adviser or any other designatxx xxxxx xx xhe Fund, all investment orders for the Fund placed by it with brokers and dealers at the time and in the manner set forth in Rule 31a-1 under the 1940 Act. Morgan Keegan Select shall issue to the Custodian such instruxxxxxx xx xxx be appropriate in connection with the settlement of any transaction initiated by the Sub-Adviser. E. At such times as shall be reasonably requested by the Board or the Adviser, the Sub-Adviser will provide the Board and the Adviser with economic and investment analyses and reports as well as quarterly and annual reports setting forth the performance of the Fund and make available to the Board and Adviser any economic, statistical and investment services that the Sub-Adviser normally makes available to its institutional or other customers. F. In accordance with procedures adopted by the Board, as amended from time to time, the Sub-Adviser is responsible for assisting in the fair valuation of all portfolio securities and will use its reasonable efforts to arrange for the provision of valuation information or a price(s) from a party(ies) independent of the Sub-Adviser for each portfolio security for which the custodian does not obtain prices in the ordinary course of business from an automated pricing service.

Duties as Sub-Adviser. (a) Subject to the supervision and direction of the Trust's ’s Board of Trustees ("“Board"”) and of the Adviser, and all written guidelines adopted by the Trust or the Adviser that are provided to the Sub-Adviser, the Sub-Adviser will provide a continuous investment program for each Fundwith respect to the Fund Account, including investment research and management, with respect to management for all or a portion of the securities and investments and cash equivalents of in the Fund (the "Sub-Advised Assets"), such Sub-Advised Assets to be determined by the AdviserAccount. The Sub-Adviser will determine from time to time what securities and other investments in the Fund Account will be purchased, retained or sold by the Fund. The Sub-Adviser will be responsible for placing purchase and sell orders for investments and for other related transactions with respect to the Fund Account. The Sub-Advised Assets Adviser will provide services under this Contract in accordance with the Fund’s investment objective, policies and restrictions and the description of each Fundits investment strategy and style, all as stated in the Trust’s registration statement under the 1940 Act, and any amendments or supplements thereto (“Registration Statement”) of which the brokers and dealers through whom trades will be executedSub-Adviser has notice. The Sub-Adviser shall not consult with any other sub-adviser of the Fund concerning transactions for the Fund in securities or other assets. (b) The Sub-Adviser is authorized to select the brokers (including dealers) to execute transactions for the Fund Account. The Sub-Adviser agrees that, in placing orders with brokers and dealersbrokers, it will attempt seek to obtain the best net result in terms of price and execution. Consistent with this obligation; provided that, on behalf of the Fund, the Sub-Adviser may, in its discretion, purchase and sell portfolio securities from and to use brokers and dealers who sell shares (including brokers that may be affiliates of the Funds or Sub-Adviser to the extent permitted by Section 3(c) hereof) who provide the Funds, Adviser's other clients, or Sub-Adviser's other clients Adviser with research, analysis, advice and similar services. The services to execute portfolio transactions, and the Sub-Adviser may pay to those brokers and dealers, in return for such brokerage and research and analysis, services a higher commission (which may be a xxxx-up or spread xxxx down in certain circumstances) than may be charged by other brokers and dealersbrokers, subject to the Sub-Adviser Adviser’s determining in good faith that such commission or spread is reasonable in terms either of the particular transaction or of the overall responsibility of the Adviser and the Sub-Adviser to the Funds Fund and their its other clients and that the total commissions or spreads paid by each the Fund will be reasonable in relation to the benefits to the Fund over the long term. In no instance will portfolio securities be purchased from or sold to the Sub-Adviser, or any affiliated person thereof, except in accordance with the applicable federal securities laws and the rules and regulations thereunder and any exemptive orders currently in effectthereunder. Whenever the Sub-Adviser simultaneously places orders to purchase or sell the same security on behalf of a the Fund and one or more other accounts advised by the Sub-Adviser, such the orders will be allocated as to price and amount among all such accounts in a manner believed to be equitable over time to each account. The Adviser recognizes that in some cases this procedure may adversely affect the results obtained for the Fund. (c) The Sub-Adviser will not execute, without the prior written approval of the Adviser, any portfolio transactions for the Fund Account with a broker which is (i) an affiliated person of the Trust, including the Adviser or any Sub-Adviser for any Fund of the Trust; (ii) a principal underwriter of the Fund's shares; or (iii) an affiliated person of such an affiliated person or principal underwriter. The Adviser agrees that it will provide the Sub-Adviser with a list of such brokers and dealers and will, from time to time, update such list as necessary. (d) The Sub-Adviser will maintain all required books and records required to be maintained pursuant to the 1940 Act and the rules and regulations promulgated thereunder with respect to actions by the securities transactions Sub-Adviser on behalf of the FundsFund, and will furnish the Board and the Adviser with such periodic and special reports as the Board or the Adviser reasonably may request. In compliance with the requirements of Rule 31a-3 under the 1940 Act, the Sub-Adviser hereby agrees that all records which that it maintains for the Adviser Fund are the property of the AdviserTrust, and agrees to preserve for the periods prescribed by applicable law Rule 31a-2 under the 1940 Act any records which that it maintains for the Adviser Trust and which that are required to be maintainedmaintained by Rule 31a-1 under the 1940 Act, and further agrees to surrender promptly to the Adviser Trust a complete set of any records which that it maintains for the Adviser Fund upon request by the Trust. (e) All transactions will be consummated by payment to or delivery by the custodian designated by the Trust (the “Custodian”), or such depositories or agents as may be designated by the Custodian in writing, of all cash and/or securities due to or from the Fund Account, and the Sub-Adviser shall not have possession or custody thereof. The Sub-Adviser shall advise the Custodian and confirm in writing to the Trust and to the Adviser or any other designated agent of the Fund all investment orders for the Fund Account placed by it with brokers and dealers at the time and in the manner set forth in Rule 31a-1 under the 1940 Act. For purposes of the foregoing sentence, communication to the Custodian via DTC is acceptable. The Trust shall issue to the Custodian such instructions as may be appropriate in connection with the settlement of any transaction initiated by the Sub-Adviser. The Trust shall be responsible for all custodial arrangements and the payment of all custodial charges and fees, and, upon giving proper instructions to the Custodian, the Sub-Adviser shall have no responsibility or liability with respect to custodial arrangements or the acts, omissions or other conduct of the Custodian, except that it shall be the responsibility of the Sub-Adviser to communicate it to the Adviser if the Custodian fails to confirm in writing proper execution of the instructions. (f) At such times as shall be reasonably requested by the Board or the Adviser, the Sub-Adviser will provide the Board and the Adviser with economic and investment analyses and reports as well as quarterly reports setting forth the performance of the Fund Account and make available to the Board and Adviser any economic, statistical and investment services that the Sub-Adviser normally makes available to its institutional or other customers generally. (g) In accordance with procedures adopted by the Board, as amended from time to time, the Sub-Adviser is responsible for assisting in the fair valuation of all portfolio securities and will use its reasonable efforts to arrange for the provision of valuation information or a price(s) from a party(ies) independent of the Sub-Adviser for each portfolio security for which the custodian does not obtain prices in the ordinary course of business from an automated pricing service.

Duties as Sub-Adviser. (a) Subject to the oversight and supervision of GEAM and the Trust's Board of Trustees of the Trust ("the “Board") and Adviser”), the Sub-Adviser will provide a continuous investment program for each Fundthe Fund with respect to the Sub-Adviser’s Allocated Assets, including investment research and management, with respect to all or a portion of the securities and investments and cash equivalents of the Fund (the "Sub-Advised Assets"), such Sub-Advised Assets to be determined by the Adviser. The Sub-Adviser will determine from time to time what securities and other investments will be purchased, retained or sold by the Fund with respect to such Allocated Assets. The Sub-Adviser will be responsible for placing purchase and sell orders for the Allocated Assets. The Sub-Adviser will consult with GEAM from time to time regarding matters pertaining to the Fund, including market strategy and portfolio characteristics. The Sub-Adviser will provide services under this Agreement in accordance with the Fund’s investment objective, policies and restrictions as stated in the Registration Statement, the Constituent Documents (as defined below), the Investment Guidelines (as defined below), and applicable law. In this connection and in connection with the further duties set forth in this Section 2 as provided below, the Sub-Adviser shall provide GEAM and the Board with such periodic reports and documentation as GEAM or the Board shall reasonably request regarding the Sub-Adviser’s management of the Fund’s Allocated Assets, compliance with applicable laws and rules and the Registration Statement (as defined below) and all requirements hereunder. The Sub-Adviser acknowledges that copies of the Trust’s current registration statement on Form N-1A and any amendments or supplements thereto (“Registration Statement”), and the Trust’s Agreement and Declaration of Trust and By-Laws, if any, (“Constituent Documents”), each as currently in effect, have been delivered to the Sub-Advised Assets of each Fund, and the brokers and dealers through whom trades will be executedAdviser. (b) The Sub-Adviser agrees thatshall carry out its responsibilities under this Agreement in compliance with: (i) the Fund’s investment objective, policies and restrictions as set forth in placing orders the Registration Statement, (ii) the Constituent Documents, (iii) all investment guidelines, policies, procedures or directives of the Trust or GEAM as provided to the Sub-Adviser (“Investment Guidelines”), (iv) the 1940 Act and the rules promulgated thereunder, (v) the Investment Advisers Act of 1940, as amended (“Advisers Act”), and the rules promulgated thereunder, and (vi) other applicable federal and state laws and related regulations. To the extent that the Investment Guidelines applicable to the Sub-Adviser’s Allocated Assets is inconsistent with brokers and dealers, it will attempt the investment restrictions applicable to obtain the best net result Fund’s total assets as set forth in terms of price and execution. Consistent with this obligationthe Registration Statement, the Sub-Adviser mayshall comply with the policies, procedures and directives as set forth in its discretionthe Investment Guidelines. GEAM shall promptly notify the Sub-Adviser of changes to (i), (ii) or (iii) above and shall consult with Sub-Adviser before making any changes relating solely to the Fund’s investment objective, policies and restrictions as set forth in the Registration Statement, as well as to the policies, procedures and directives set forth in the Investment Guidelines. In particular, the Sub-Adviser shall take all actions necessary with respect to the Allocated Assets, as if they were the Fund itself, to ensure that the Allocated Assets, if they were the Fund, would: (A) satisfy the asset diversification requirements set forth under Section 851(b)(3) of sub-chapter M of the Internal Revenue Code of 1986, as amended (“Code”), and the Treasury Regulations thereunder (“Regulations”), (B) satisfy the gross income qualification requirements as set forth under Section 851(b)(2) of the Code and Regulations, and (C) comply with the diversification requirements of Section 817(h) of the Code and Regulations as these apply to separate accounts through which variable life insurance contracts and variable annuity contracts are issued. (c) The Sub-Adviser shall take all actions which it considers necessary to implement the investment objectives and policies of the Fund, and in particular, to place all orders for the purchase or sale of securities or other investments for the Fund’s Allocated Assets with brokers or dealers selected by it. For that limited purpose, the Sub-Adviser is authorized as the agent of the Trust to give instructions to the Trust’s custodian(s) as to deliveries of securities or other investments and payments of cash for the account of the Fund. In connection with the selection of brokers or dealers and the placing of purchase and sell portfolio securities from sale orders with respect to investments of the Fund, the Sub-Adviser is directed at all times to seek to obtain best execution within the policy guidelines determined by the Board. In addition to seeking best execution, to the extent covered by Section 28(e) of the Securities Exchange Act of 1934, as amended (the “1934 Act”), and applicable guidance of the Securities and Exchange Commission (the “SEC”), the Sub-Adviser is also authorized to take into consideration other relevant factors which may include, without limitation: (i) the execution capabilities of such brokers and dealers, (ii) research, brokerage and other services provided by brokers and dealers who sell shares which the Sub-Adviser believes will enhance its general portfolio management capabilities, (iii) the size of the Funds transaction, (iv) the difficulty of execution, (v) the operational facilities of such brokers and dealers, (vi) the risk to such a broker or provide dealer of positioning a block of securities, and (vii) the Funds, Adviser's other clients, or Sub-Adviser's other clients with research, analysis, advice overall quality of brokerage and similar servicesresearch services provided by such brokers and dealers. The Sub-Adviser may pay is also authorized to brokers and dealerseffect individual securities transactions at commission rates in excess of the minimum commission rates available, in return for such research and analysis, a higher commission or spread than may be charged by other brokers and dealers, subject to the Sub-Adviser determining if it determines in good faith that such amount of commission or spread is reasonable in terms either of the particular transaction or of the overall responsibility of the Adviser and the Sub-Adviser to the Funds and their other clients and that the total commissions or spreads paid by each Fund will be reasonable in relation to the benefits to value of the Fund over the long term. In no instance will portfolio securities be purchased from brokerage and research services provided by such broker or sold to dealer, viewed in terms of either that particular transaction or the Sub-Adviser’s overall responsibilities with respect to the Fund. The policies with respect to brokerage allocation, or any affiliated person thereofdetermined from time to time by the Board, except are those disclosed in accordance the Registration Statement. The Sub-Adviser will periodically evaluate the statistical data, research and other investment services provided to it by brokers and dealers. Such services may be used by the Sub-Adviser in connection with the applicable securities laws and the rules and regulations thereunder and any exemptive orders currently performance of its obligations under this Agreement or in effectconnection with other advisory or investment operations including using such information in managing its own accounts. Whenever the Sub-Adviser simultaneously places orders to purchase or sell the same security on behalf of a the Fund and one or more other accounts advised by the Sub-Adviser, such the orders will be allocated as to price and amount among all such accounts in a manner believed to be equitable by the Sub-Adviser to each accountaccount and otherwise in accordance with the Sub-Adviser’s procedures approved by the Board. (cd) Only with prior written consent from GEAM and subject to: (i) the requirement that the Sub-Adviser seek to obtain best execution within the policy guidelines determined by the Board and set forth in the Registration Statement, (ii) the provisions of the 1940 Act and the Advisers Act, (iii) the provisions of the 1934 Act, and (iv) other applicable provisions of law, the Sub-Adviser or an affiliated person of the Sub-Adviser or of GEAM may act as broker for the Fund in connection with the purchase or sale of securities or other investments for the Fund. Such brokerage services are not within the scope of the duties of the Sub-Adviser under this Agreement. Subject to the requirements of applicable law and any procedures adopted by the Board, the Sub-Adviser or its affiliated persons may receive brokerage commissions, fees or other remuneration from the Fund or the Trust for such services in addition to the Sub-Adviser’s fees for services under this Agreement. (e) The Sub-Adviser shall maintain, in the form and for the periods required by Rule 31a-2 under the 1940 Act, all records relating to the Fund’s investments that are required to be maintained by the Trust pursuant to the requirements of Rule 31a-1 under the 1940 Act. The Sub-Adviser agrees that all books and records which it maintains for the Fund or the Trust are the property of the Trust and further agrees to surrender the same to GEAM or the Trust upon GEAM’s or the Trust’s request (provided, however, that Sub-Adviser may retain copies of such records). The Sub-Adviser agrees to furnish the Board and GEAM with such periodic and special reports regarding the Fund’s investments and records relating to the same as the Board or GEAM reasonably may request. Further, the Sub-Adviser shall permit the books and records maintained with respect to the Fund to be inspected and audited by the Trust, GEAM or their respective agents at all reasonable times during normal business hours upon reasonable notice. (f) At such times as shall reasonably be requested, the Sub-Adviser will provide to the Board and GEAM economic and investment analyses and reports relating to the Allocated Assets, information regarding the Sub-Adviser required to be included in the Registration Statement and information necessary for GEAM and the Board to review the Fund or discuss the management of it. The Sub-Adviser will provide quarterly reports setting forth the Fund’s performance with respect to the Allocated Assets and the Sub-Adviser’s private account composite performance and will complete on a quarterly basis the checklist provided to it by GEAM regarding the Fund’s investments and transactions. The Sub-Adviser shall make available to the Board and GEAM any economic, statistical and investment services normally available to institutional or other customers of the Sub-Adviser. The Sub-Adviser will make available its officers and employees to meet with the Board on reasonable notice to review the Fund’s investments. (g) In accordance with procedures adopted by the Board, as amended from time to time, the Sub-Adviser is responsible for assisting the Board in determining the fair valuation of any illiquid portfolio securities held within the Allocated Assets and will assist the Trust’s accounting services agent or GEAM to obtain independent sources of market value for all other portfolio securities. Further, the Sub-Adviser shall be responsible to ensure that the Fund and/or GEAM is promptly notified of any and all instances in which the Sub-Adviser knows or should have reason to know that the available price or value of a portfolio security does not represent the fair value of the instrument, or that there is no price or value available from any source with respect to a particular instrument and that such instrument should accordingly be subject to a fair valuation determination in accordance with procedures adopted by the Board, as amended from time to time. (h) At such times as shall be reasonably requested by GEAM, the Sub-Adviser shall review and certify in writing that the information stated in the Trust’s Registration Statement relating to the Sub-Adviser, its management of the Fund with respect to the Allocated Assets, including investment objectives, strategies and related risks, and its performance history is true, correct and complete to the best of its knowledge. (i) The Sub-Adviser will maintain all required books and records with respect to the securities transactions promptly notify GEAM of any change of control of the FundsSub-Adviser, including any change of its general partners or 25% shareholders or members, as applicable, and will furnish any changes in the Board and Adviser with key personnel of the Sub-Adviser, including without limitation, any change in the portfolio management personnel responsible for the Allocated Assets of the Fund, in each case prior to or promptly after such periodic and special reports as change. Notwithstanding the Board or Adviser reasonably may request. foregoing, the Sub-Adviser hereby agrees will promptly notify GEAM of any existing agreement, or upon entering into any agreement, that all records which it maintains for the Adviser are the property may result in a change of control of the Sub-Adviser, including without limitation the retention of an agent to assist in the sale of all, or a significant portion, of the business of the Sub-Adviser. (j) The Sub-Adviser will calculate its private account composite performance in compliance with the Global Investment Performance Standards of the CFA Institute Centre for Financial Market Integrity and agrees to preserve for such performance will be reviewed or verified at least bi-annually by an independent accounting firm. (k) Unless GEAM gives the periods prescribed by applicable law any records which it maintains for the Sub-Adviser and which are required to be maintained, and further agrees to surrender promptly written instructions to the contrary, the Sub-Adviser shall, in a prudent and diligent manner, vote proxies in the best interests of the Fund as may be necessary or advisable in connection with any records which it maintains for matters submitted to a vote of the Adviser upon request shareholders of an issuer held by the AdviserFund and shall provide GEAM with its proxy voting procedures and guidelines and any amendments thereto.

Duties as Sub-Adviser. (a) Subject to the supervision and direction of the TrustFund's Board of Trustees Directors ("Board") and Adviserreview by Xxxxxxxx Xxxxxxxx, and any written guidelines adopted by the Board or Xxxxxxxx Xxxxxxxx, the Sub-Adviser will provide a continuous investment program for each Fundthe Series, including investment research and management, management with respect to all or a portion of the securities and investments and cash equivalents of in the Fund (the "Sub-Advised Assets"), such Sub-Advised Assets to be determined by the AdviserSeries. The Sub-Adviser will determine from time to time what securities and other investments will be purchased, retained or sold with respect to by the Series. The Sub-Advised Assets of each Adviser will be responsible for placing purchase and sell orders for investments and for other related transactions. The Sub-Adviser will provide services under this Contract in accordance with the Series' investment objective, policies and restrictions as stated in the Fund's currently effective registration statement under the Investment Company Act, and the brokers and dealers through whom trades will be executedany amendments or supplements thereto ("Registration Statement"). (b) The Sub-Adviser agrees that, in placing orders with brokers and dealersbrokers, it will attempt to obtain the best net result in terms of price and execution. Consistent with this obligation; provided that, on behalf of the Series, the Sub-Adviser may, in its discretion, purchase and sell portfolio securities from and to use brokers and dealers who sell shares of the Funds or provide the Funds, Adviser's other clients, or Sub-Adviser's other clients Adviser with research, analysis, advice and similar services. The services to execute portfolio transactions, and the Sub-Adviser may pay to those brokers and dealers, in return for such brokerage and research and analysis, services a higher commission or spread than may be charged by other brokers and dealersbrokers, subject to the Sub-Adviser Adviser's determining in good faith that such commission or spread is reasonable in terms either of the particular transaction or of the overall responsibility of the Adviser and the Sub-Adviser to the Funds Series and their its other clients and that the total commissions or spreads paid by each Fund the Series will be reasonable in relation to the benefits to the Fund Series over the long term. In no instance will portfolio securities be purchased from or sold to the Sub-Adviser, or any affiliated person thereof, except in accordance with the applicable federal securities laws and the rules and regulations thereunder thereunder. The Sub-Adviser may aggregate sales and any exemptive purchase orders currently in effectwith respect to the assets of the Series with similar orders being made simultaneously for other accounts advised by the Sub-Adviser or its affiliates. Whenever the Sub-Adviser simultaneously places orders to purchase or sell the same security on behalf of a Fund the Series and one or more other accounts advised by the Sub-Adviser, such the orders will be allocated as to price and amount among all such accounts in a manner believed to be equitable over time to each account. Xxxxxxxx Xxxxxxxx recognizes that in some cases this procedure may adversely affect the results obtained for the Series. (c) The Sub-Adviser will maintain all required books and records required to be maintained pursuant to the Investment Company Act and the rules and regulations promulgated thereunder with respect to actions by the securities transactions Sub-Adviser on behalf of the FundsSeries, and will furnish the Board and Adviser Xxxxxxxx Xxxxxxxx with such periodic and special reports as the Board or Adviser Xxxxxxxx Xxxxxxxx reasonably may request. In compliance with the requirements of Rule 31a-3 under the Investment Company Act, the Sub-Adviser hereby agrees that all records which that it maintains for the Adviser Series are the property of the AdviserFund, and agrees to preserve for the periods prescribed by applicable law Rule 31a-2 under the Investment Company Act any records which that it maintains for the Adviser Fund and which that are required to be maintainedmaintained by Rule 31a-1 under the Investment Company Act, and further agrees to surrender promptly to the Adviser Fund any records which that it maintains for the Adviser Series upon request by the AdviserFund. (d) At such times as shall be reasonably requested by the Board or Xxxxxxxx Xxxxxxxx, the Sub-Adviser will provide the Board and Xxxxxxxx Xxxxxxxx with economic and investment analyses and reports and make available to the Board and Xxxxxxxx Xxxxxxxx any economic, statistical and investment services that the Sub-Adviser normally makes available to its institutional or other customers. (e) In accordance with procedures adopted by the Board, as amended from time to time, the Sub-Adviser is responsible for assisting in the fair valuation of all portfolio securities and will use its reasonable efforts to arrange for the provision of a price from one or more parties independent of the Sub-Adviser for each portfolio security for which the custodian does not obtain prices in the ordinary course of business from an automated pricing service.

Duties as Sub-Adviser. (a) Subject to the supervision and direction of the Trust's Board of Trustees (the "Board") and Adviserreview by Xxxxxxxx Xxxxxxxx, and any written guidelines adopted by the Board or Xxxxxxxx Xxxxxxxx, the Sub-Adviser will provide a continuous investment program for each Fundwith respect to the mid-cap segment of the Portfolio's investments, including investment research and management, with respect management to all or a portion of the securities and investments and cash equivalents in the Portfolio allocated by Xxxxxxxx Xxxxxxxx to the mid-cap segment of the Fund (the "Sub-Advised Assets"), such Sub-Advised Assets to be determined by the AdviserPortfolio's investments. The Sub-Adviser will determine from time to time what securities and other investments will be purchased, retained or sold by the Portfolio in the mid-cap segment of the Portfolio's investments. The Sub-Adviser will be responsible for placing purchase and sell orders for investments and for other related transactions with respect to the mid-cap segment of the Portfolio's investments. The Sub-Advised Assets of each FundAdviser will provide services under this Agreement in accordance with the Portfolio's investment objective, policies and restrictions as stated in the Trust's currently effective registration statement under the 1940 Act, and the brokers and dealers through whom trades will be executedany amendments or supplements thereto ("Registration Statement"). (b) The Sub-Adviser agrees that, in placing orders with brokers and dealersbrokers, it will attempt to obtain the best net result in terms of price and execution. Consistent with this obligation; provided that, on behalf of the Portfolio, the Sub-Adviser may, in its discretion, purchase and sell portfolio securities from and to use brokers and dealers who sell shares of the Funds or provide the Funds, Adviser's other clients, or Sub-Adviser's other clients Adviser with research, analysis, advice and similar services. The services to execute portfolio transactions, and the Sub-Adviser may pay to those brokers and dealers, in return for such brokerage and research and analysis, services a higher commission or spread than may be charged by other brokers and dealersbrokers, subject to the Sub-Adviser Adviser's determining in good faith that such commission or spread is reasonable in terms either of the particular transaction or of the overall responsibility of the Adviser and the Sub-Adviser to the Funds Portfolio and their its other clients and that the total commissions or spreads paid by each Fund the Portfolio will be reasonable in relation to the benefits to the Fund Portfolio over the long term. In no instance will portfolio securities be purchased from or sold to the Sub-Adviser, or any affiliated person thereof, except in accordance with the applicable federal securities laws and the rules and regulations thereunder thereunder. The Sub-Adviser may aggregate sales and any exemptive purchase orders currently in effectof the assets of the Portfolio with similar orders being made simultaneously for other accounts advised by the Sub-Adviser or its affiliates. Whenever the Sub-Adviser simultaneously places orders to purchase or sell the same security on behalf of a Fund the Portfolio and one or more other accounts advised by the Sub-Adviser, such the orders will be allocated as to price and amount among all such accounts in a manner believed to be equitable over time to each account. Xxxxxxxx Xxxxxxxx recognizes that in some cases this procedure may adversely affect the results obtained for the Portfolio. (c) The Sub-Adviser will maintain all required books and records required to be maintained pursuant to the 1940 Act and the rules and regulations promulgated thereunder with respect to transactions by the securities transactions Sub-Adviser on behalf of the FundsPortfolio, and will furnish the Board and Adviser Xxxxxxxx Xxxxxxxx with such periodic and special reports as the Board or Adviser Xxxxxxxx Xxxxxxxx reasonably may request. In compliance with the requirements of Rule 3la-3 under the 1940 Act, the Sub-Adviser hereby agrees that all records which that it maintains for the Adviser Portfolio are the property of the AdviserTrust, and agrees to preserve for the periods prescribed by applicable law Rule 31a-2 under the 1940 Act any records which that it maintains for the Adviser Trust and which that are required to be maintainedmaintained by Rule 31a-l under the 1940 Act, and further agrees to surrender promptly to the Adviser Trust any records which that it maintains for the Adviser Portfolio upon request by the AdviserTrust. (d) At such times as shall be reasonably requested by the Board or Xxxxxxxx Xxxxxxxx, the Sub-Adviser will provide the Board and Xxxxxxxx Xxxxxxxx with economic and investment analyses and reports as well as quarterly reports setting forth the performance of the mid-cap segment of the Portfolio's investments and make available to the Board and Xxxxxxxx Xxxxxxxx any economic, statistical and investment services that the Sub-Adviser normally makes available to its institutional or other customers. (e) In accordance with procedures adopted by the Board, as amended from time to time, the Sub-Adviser is responsible for assisting in the fair valuation of all portfolio securities and will use its reasonable efforts to arrange for the provision of a price(s) from a party(ies) independent of the Sub-Adviser for each portfolio security for which the custodian does not obtain prices in the ordinary course of business from an automated pricing service.