Common use of Duties of Sub Adviser Clause in Contracts

Duties of Sub Adviser. The Sub-Adviser is hereby employed and authorized to conduct a continual program of investment, evaluation and, if appropriate, sale and reinvestment of the assets in each Fund. In connection therewith, the Sub-Adviser will (a) make investment decisions for the Fund; (b) place purchase and sale orders for portfolio transactions in the Fund; (c) employ professional portfolio managers and securities analysts to provide research services relating to the Fund; (d) employ qualified personnel to assist in the supervision of the Fund’s investment program and to monitor the level of risk incurred by the Fund in connection with its investment program; (e) provide input requested by the Adviser with respect to the possible forms and levels of leverage employed by the Fund, and help monitor the Fund’s compliance with leverage limits imposed under the 1940 Act; (f) provide assistance in connection with determining dividend and distribution levels for the Fund and preparing and reviewing dividend and distribution notices to shareholders; and (g) discuss with the Adviser, and take into account, tax issues arising in connection with management of the Fund’s portfolio. Subject to the supervision of each Fund’s Board of Directors (the “Board”) and the Adviser, the Sub-Adviser will manage the assets in each Fund in accordance with (a) the Fund’s investment objective(s), policies and restrictions, to the extent the Sub-Adviser has been notified of such objectives, policies and restrictions, (b) the Charter Documents (as such term is defined below) of the Fund, to the extent that they have been provided to the Sub-Adviser, and (c) applicable laws and regulations. The Adviser has furnished to the Sub-Adviser each Fund’s compliance procedures pursuant to Rules 10f-3, 17a-7, and 17e-1 under the 1940 Act (collectively, the “Compliance Procedures”), the Articles of Incorporation or Declaration of Trust and Bylaws of each Fund, each as amended to date (the “Charter Documents”), and each Fund’s investment objective(s), policies and restrictions. The Adviser agrees, on an ongoing basis, to provide to the Sub-Adviser, as promptly as practicable, copies of all amendments and supplements to the Compliance Procedures, all amendments to the Charter Documents and all revisions to a Fund’s investment objective(s), policies and restrictions.

Duties of Sub Adviser. The Sub-Adviser is hereby employed and authorized to conduct a continual program of investment, evaluation and, if appropriate, sale and reinvestment of the assets in each the Fund. In connection therewith, the Sub-Adviser will (a) make investment decisions for the Fund; (b) place purchase and sale orders for portfolio transactions in the Fund; (c) employ professional portfolio managers and securities analysts to provide research services relating to the Fund; (d) employ qualified personnel to assist in the supervision of the Fund’s investment program and to monitor the level of risk incurred by the Fund in connection with its investment program; (e) provide input requested by the Adviser with respect to the possible forms and levels of leverage employed by the Fund, and help monitor the Fund’s compliance with leverage limits imposed under the 1940 Act; (f) provide assistance in connection with determining dividend and distribution levels for the Fund and preparing and reviewing dividend and distribution notices to shareholders; and (g) discuss with the Adviser, and take into account, tax issues arising in connection with management of the Fund’s portfolio. Subject to the supervision of each the Fund’s Board of Directors (the “Board”) and the Adviser, the Sub-Adviser will manage the assets in each the Fund in accordance with (a) the Fund’s investment objective(s), policies and restrictions, to the extent the Sub-Adviser has been notified of such objectives, policies and restrictions, (b) the Charter Documents (as such term is defined below) of the Fund, to the extent that they have been provided to the Sub-Adviser, and (c) applicable laws and regulations. The Adviser has furnished to the Sub-Adviser each the Fund’s compliance procedures pursuant to Rules 10f-3, 17a-7, and 17e-1 under the 1940 Act (collectively, the “Compliance Procedures”), the Articles of Incorporation or Declaration of Trust and Bylaws of each the Fund, each as amended to date (the “Charter Documents”), and each the Fund’s investment objective(s), policies and restrictions. The Adviser agrees, on an ongoing basis, to provide to the Sub-Adviser, as promptly as practicable, copies of all amendments and supplements to the Compliance Procedures, all amendments to the Charter Documents and all revisions to a the Fund’s investment objective(s), policies and restrictions.

Duties of Sub Adviser. The Sub-Adviser is hereby employed and authorized to conduct a continual program of investment, evaluation and, if appropriate, sale shall manage the investment and reinvestment of the assets Managed Assets and determine in each Fundits discretion, the securities and other property to be purchased or sold and the portion of the Managed Assets to retain in cash. In connection therewith, The Sub-Adviser shall review all proxy solicitation materials and shall exercise any voting rights associated with securities comprising the Managed Assets in the best interests of the Fund and its shareholders. The Sub-Adviser shall provide the Investment Manager and the Company with records concerning the Sub-Adviser will (a) make investment decisions for Adviser's activities that the Fund; (b) place purchase Company is required to maintain, and sale orders for portfolio transactions in the Fund; (c) employ professional portfolio managers and securities analysts to provide research services relating render regular reports to the Fund; (d) employ qualified personnel Investment Manager and to assist in the supervision Company concerning the Sub-Adviser's discharge of the Fund’s investment program and to monitor foregoing responsibilities. The Sub-Adviser shall discharge the level of risk incurred by the Fund in connection with its investment program; (e) provide input requested by the Adviser with respect foregoing responsibilities subject to the possible forms written instructions and levels of leverage employed by the Fund, and help monitor the Fund’s compliance with leverage limits imposed under the 1940 Act; (f) provide assistance in connection with determining dividend and distribution levels for the Fund and preparing and reviewing dividend and distribution notices to shareholders; and (g) discuss with the Adviser, and take into account, tax issues arising in connection with management directions of the Fund’s portfolio. Subject to the supervision of each Fund’s Company and its Board of Directors (and their agents, including the “Board”) officers of the Company and the AdviserInvestment Manager, the Sub-Adviser will manage the assets and in each Fund in accordance compliance with (ai) such policies as the Fund’s investment objective(s), policies Company may from time to time establish and restrictions, to the extent the Sub-Adviser has been notified of such objectives, policies and restrictions, (b) the Charter Documents (as such term is defined below) of the Fund, to the extent that they have been provided communicate to the Sub-Adviser, (ii) the objectives, policies, and limitations for each Fund set forth in the Prospectus and Statement of Additional Information as those documents may from time to time be amended or supplemented from and delivered to the Sub-Adviser (the "Prospectus and Statement of Additional Information"), (iii) the Agreement and Declaration of Trust and the By-Laws of the Company, and (civ) applicable laws and regulations, including the 1940 Act, the Investment Advisers Act of 1940, and the Internal Revenue Code of 1986 (the "Code"), as each may be amended from time to time. The Adviser has furnished to If a conflict in policies or guidelines referenced herein occurs, the Prospectus and Statement of Additional Information shall control. In performance of its duties and obligations under this Agreement, the Sub-Adviser each Fund’s compliance shall not consult with any other sub-adviser to a Fund or a sub-adviser to a portfolio that is under common control with a Fund concerning the Managed Assets, except as permitted by the policies and procedures pursuant of the Company. The Sub-Adviser shall not provide investment advice with respect to Rules 10f-3any assets of a Fund other than the Managed Assets. The Sub-Adviser agrees to perform such duties at its own expense and to provide the office space, 17a-7furnishings and equipment and the personnel required by it to perform the services on the terms and for the compensation provided herein. The Sub-Adviser will not, however, pay for the cost of securities, commodities, and 17e-1 under the 1940 Act other investments (collectivelyincluding brokerage commissions and other transaction charges, the “Compliance Procedures”), the Articles of Incorporation if any) purchased or Declaration of Trust and Bylaws of each sold for a Fund, each as amended to date (the “Charter Documents”), and each Fund’s investment objective(s), policies and restrictions. The Adviser agrees, on an ongoing basis, to provide to nor will the Sub-Adviser, Adviser bear any expenses that would result in the Company's inability to qualify as promptly as practicable, copies a regulated investment company under provisions of all amendments and supplements to the Compliance Procedures, all amendments to the Charter Documents and all revisions to a Fund’s investment objective(s), policies and restrictionsCode.

Duties of Sub Adviser. The Sub-Adviser is hereby employed and authorized to conduct a continual program of investment, evaluation and, if appropriate, sale and reinvestment of the assets in each the Fund. In connection therewith, the Sub-Adviser will (a) make investment decisions for the Fund; (b) place purchase and sale orders for portfolio transactions in the Fund; (c) employ professional portfolio managers and securities analysts to provide research services relating to the Fund; (d) employ qualified personnel to assist in the supervision of the Fund’s investment program and to monitor the level of risk incurred by the Fund in connection with its investment program; (e) provide input requested by the Adviser with respect to the possible forms and levels of leverage employed by the Fund, and help monitor the Fund’s compliance with leverage limits imposed under the 1940 Act; (f) provide assistance in connection with determining dividend and distribution levels for the Fund and preparing and reviewing dividend and distribution notices to shareholders; and (g) discuss with the Adviser, and take into account, tax issues arising in connection with management of the Fund’s portfolio. Subject to the supervision of each the Fund’s Board of Directors (the “Board”) and the Adviser, the Sub-Adviser will manage the assets in each the Fund in accordance with (a) the Fund’s investment objective(s), policies and restrictions, to the extent the Sub-Adviser has been notified of such objectives, policies and restrictions, (b) the Charter Documents (as such term is defined below) of the Fund, to the extent that they have been provided to the Sub-Adviser, and (c) applicable laws and regulations. The Adviser has furnished to the Sub-Adviser each the Fund’s compliance procedures pursuant to Rules 10f-3, 17a-7, and 17e-1 under the 1940 Act (collectively, the “Compliance Procedures”), the Articles of Incorporation or Declaration of Trust and Bylaws of each the Fund, each as amended to date (the “Charter Documents”), and each the Fund’s investment objective(s), policies and restrictions. The Adviser agrees, on an ongoing basis, to provide to the Sub-Adviser, as promptly as practicable, copies of all amendments and supplements to the Compliance Procedures, all amendments to the Charter Documents and all revisions to a Fund’s investment objective(s), policies and restrictions.

Duties of Sub Adviser. The Sub-Adviser is hereby employed and authorized to conduct a continual program of investment, evaluation and, if appropriate, sale and reinvestment of the assets in each the Fund. In connection therewith, the Sub-Adviser will (a) make investment decisions for the Fund; (b) place purchase and sale orders for portfolio transactions in the Fund; (c) employ professional portfolio managers and securities analysts to provide research services relating to the Fund; (d) employ qualified personnel to assist in the supervision of the Fund’s 's investment program and to monitor the level of risk incurred by the Fund in connection with its investment program; (e) provide input requested by the Adviser with respect to the possible forms and levels of leverage employed by the Fund, and help monitor the Fund’s 's compliance with leverage limits imposed under the 1940 Act; (f) provide assistance in connection with determining dividend and distribution levels for the Fund and preparing and reviewing dividend and distribution notices to shareholders; and (g) discuss with the Adviser, and take into account, tax issues arising in connection with management of the Fund’s 's portfolio. Subject to the supervision of each the Fund’s 's Board of Directors (the “"Board”") and the Adviser, the Sub-Adviser will manage the assets in each the Fund in accordance with (a) the Fund’s 's investment objective(s), policies and restrictions, to the extent the Sub-Adviser has been notified of such objectives, policies and restrictions, (b) the Charter Documents (as such term is defined below) of the Fund, to the extent that they have been provided to the Sub-Adviser, and (c) applicable laws and regulations. The Adviser has furnished to the Sub-Adviser each the Fund’s 's compliance procedures pursuant to Rules 10f-3, 17a-7, and 17e-1 under the 1940 Act (collectively, the “"Compliance Procedures”"), the Articles of Incorporation or Declaration of Trust and Bylaws of each the Fund, each as amended to date (the “"Charter Documents”"), and each the Fund’s 's investment objective(s), policies and restrictions. The Adviser agrees, on an ongoing basis, to provide to the Sub-Adviser, as promptly as practicable, copies of all amendments and supplements to the Compliance Procedures, all amendments to the Charter Documents and all revisions to a the Fund’s 's investment objective(s), policies and restrictions.

Duties of Sub Adviser. (a) The Adviser employs the Sub-Adviser is hereby employed and authorized to conduct a continual program of investment, evaluation and, if appropriate, sale manage the investment and reinvestment of the assets of the Schroder Portfolio in each Fund. In connection therewithaccordance with the Investment Advisory Agreement; to continuously review, supervise, and administer an investment program for the Schroder Portfolio; to determine in its discretion the securities to be purchased or sold and the portion of such assets to be held uninvested; to provide the Fund (either directly or through the Adviser) with all records concerning the activities of the Sub-Adviser will (a) make investment decisions for that the FundFund is required to maintain; (b) place purchase and sale orders for portfolio transactions to render or assist the Adviser in the Fund; (c) employ professional portfolio managers and securities analysts to provide research services relating rendering regular reports to the Fund; (d) employ qualified personnel to assist in 's officers and Board of Trustees concerning the supervision discharge of the Fund’s investment program and to monitor Sub-Adviser's responsibilities hereunder. The Sub-Adviser will discharge the level of risk incurred by the Fund in connection with its investment program; (e) provide input requested by the Adviser with respect to the possible forms and levels of leverage employed by the Fund, and help monitor the Fund’s compliance with leverage limits imposed under the 1940 Act; (f) provide assistance in connection with determining dividend and distribution levels for the Fund and preparing and reviewing dividend and distribution notices to shareholders; and (g) discuss with the Adviser, and take into account, tax issues arising in connection with management of the Fund’s portfolio. Subject foregoing responsibilities subject to the supervision and oversight of each Fund’s Board of Directors (the “Board”) and the Adviser, the Sub-Adviser will manage Fund's officers and the assets Board of Trustees and in each Fund in accordance compliance with (a) the Fund’s investment objective(s)objectives, policies and restrictionslimitations set forth in the Fund's prospectus and Statement of Additional Information, any additional operating policies or procedures that the Fund communicates to the extent the Sub-Adviser has been notified of such objectives, policies and restrictions, in writing (b) either directly or through the Charter Documents (as such term is defined below) of the Fund, to the extent that they have been provided to the Sub-Adviser), and (c) applicable laws and regulations. The Sub-Adviser has furnished agrees to provide, at its own expense, the office space, furnishings and equipment, and the personnel required by it to perform the services on the terms and for the compensation provided herein. (b) The Sub-Adviser acknowledges and agrees that the Adviser is ultimately responsible for providing to the Trust the services required of the Adviser under the Investment Advisory Agreement. Accordingly, the Sub-Adviser shall discharge its duties and responsibilities specified in paragraph (a) of this Section 2 and elsewhere in this Agreement subject at all times to the direction, control, supervision and oversight of the Adviser. In furtherance thereof, the Sub-Adviser shall, without limitation, (i) make its offices available to representatives of the Adviser for on-site inspections and consultations with the officers and applicable portfolio managers of the Sub-Adviser responsible for the day-to-day management of the Fund, (ii) upon request, provide the Adviser with copies of all records it maintains regarding its management of the Fund and (iii) report to the Adviser each calendar quarter and at such other times as the Adviser may reasonably request regarding (A) the Sub-Adviser's implementation of the Fund's investment program and the Fund's portfolio composition and performance, (B) any policies and procedures implemented by the Sub-Adviser to ensure compliance with United States securities laws and regulations applicable to the Sub-Adviser each Fund’s compliance procedures pursuant to Rules 10f-3, 17a-7, and 17e-1 under the 1940 Act (collectively, the “Compliance Procedures”), the Articles of Incorporation or Declaration of Trust and Bylaws of each Fund, each as amended to date (C) the “Charter Documents”), and each Fund’s investment objective(s)'s compliance with the objectives, policies and restrictions. The Adviser agrees, on an ongoing basis, to provide limitations set forth in the Fund's prospectus and Statement of Additional Information and any additional operating policies or procedures that the Fund communicates to the Sub-Adviser in writing (either directly or through the Adviser, ) and (D) such other matters as promptly as practicable, copies of all amendments and supplements to the Compliance Procedures, all amendments to the Charter Documents and all revisions to a Fund’s investment objective(s), policies and restrictionsAdviser may reasonably request.

Duties of Sub Adviser. The Sub-Adviser is hereby employed and authorized to conduct a continual program of investment, evaluation and, if appropriate, sale and reinvestment of the assets in each Fund. In connection therewith, the Sub-Adviser will (a) make investment decisions for the Fund; (b) place purchase and sale orders for portfolio transactions in the Fund; (c) employ professional portfolio managers and securities analysts to provide research services relating to the Fund; (d) employ qualified personnel to assist in the supervision of the Fund’s investment program and to monitor the level of risk incurred by the Fund in connection with its investment program; (e) provide input requested by the Adviser with respect to the possible forms and levels of leverage employed by the Fund, and help monitor the Fund’s compliance with leverage limits imposed under the 1940 Act; (f) provide assistance in connection with determining dividend and distribution levels for the Fund and preparing and reviewing dividend and distribution notices to shareholders; and (g) discuss with the Adviser, and take into account, tax issues arising in connection with management of the Fund’s portfolio. Subject to the supervision of each Fund’s Board of Directors (the “Board”) and the Adviser, the Sub-Adviser will manage the assets in each Fund in accordance with (a) the Fund’s investment objective(s), policies and restrictions, to the extent the Sub-Adviser has been notified of such objectives, policies and restrictions, (b) the Charter Documents (as such term is defined below) of the Fund, to the extent that they have been provided to the Sub-Adviser, and (c) applicable laws and regulations. The Adviser has furnished to the Sub-Adviser each Fund’s compliance procedures pursuant to Rules 10f-3, 17a-7, and 17e-1 17e-l under the 1940 Act (collectively, the “Compliance Procedures”), the Articles of Incorporation or Declaration of Trust and Bylaws of each Fund, each as amended to date (the “Charter Documents”), and each Fund’s investment objective(s), policies and restrictions. The Adviser agrees, on an ongoing basis, to provide to the Sub-Adviser, as promptly as practicable, copies of all amendments and supplements to the Compliance Procedures, all amendments to the Charter Documents and all revisions to a Fund’s investment objective(s), policies and restrictions.

Duties of Sub Adviser. The Sub-Adviser is hereby employed and authorized to conduct a continual program of investment, evaluation and, if appropriate, sale and reinvestment of the assets in each Fund. In connection therewith, retains the Sub-Adviser will (a) make to act as research provider for and to provide certain investment decisions advice for the Fund; (b) place purchase and sale orders for portfolio transactions in management of the assets of the Fund; (c) employ professional portfolio managers and securities analysts , subject to provide research services relating to the Fund; (d) employ qualified personnel to assist in the supervision of the Fund’s investment program Adviser and to monitor the level of risk incurred by the Fund in connection with its investment program; (e) provide input requested by the Adviser with respect to the possible forms and levels of leverage employed by the Fund, and help monitor the Fund’s compliance with leverage limits imposed under the 1940 Act; (f) provide assistance in connection with determining dividend and distribution levels for the Fund and preparing and reviewing dividend and distribution notices to shareholders; and (g) discuss with the Adviser, and take into account, tax issues arising in connection with management of the Fund’s portfolio. Subject to the supervision of each Fund’s Board of Directors Trustees (the “Board”) and subject to the Adviserterms of this Agreement. The Sub-Adviser hereby accepts such employment. In such capacity, the Sub-Adviser will manage shall be responsible for the assets duties defined below. (i) The Sub-Adviser agrees to construct and provide the Adviser with the Long Short Treasury Strategy model in each Fund in accordance with (a) the Fund’s investment objective(s)an electronic signal, policies and restrictions, forwarded to the extent Adviser on such intervals as determined by the Sub-Adviser has been notified (the “Signal”). The signal shall contain such information necessary for the Adviser to implement the Fund’s strategy. Each Signal shall be delivered to the Adviser via electronic mail or such other form of such objectives, policies and restrictions, communication as the parties mutually agree. (bii) The Sub-Adviser shall continuously monitor the Charter Documents (as such term is defined below) performance of the Fund, Long Short Strategy model (the “Model”) and will advise the Adviser of any necessary updates to the extent that they have been provided Model via a Signal. (iii) The Sub-Adviser will make available its officers and employees to meet with the Board at the Trust’s principal place of business once each calendar year, on due notice to the Sub-Adviser, and (c) applicable laws and regulations. The Adviser has furnished to review the Sub-Adviser’s advice. (iv) The Sub-Adviser each Fund’s compliance procedures will maintain all books and records required to be maintained pursuant to Rules 10f-3, 17a-7, the Investment Company Act of 1940 and 17e-1 under the 1940 Act (collectively, rules and regulations promulgated thereunder and shall timely furnish to the “Compliance Procedures”), the Articles of Incorporation or Declaration of Trust and Bylaws of each Fund, each as amended to date (the “Charter Documents”), and each Fund’s investment objective(s), policies and restrictions. The Adviser agrees, on an ongoing basis, to provide all information relating to the Sub-Adviser’s services hereunder as reasonably requested by the Adviser. The Sub-Adviser further agrees that all books and records maintained hereunder, including those maintained in electronic formats, shall be made available to the Trust or the Adviser upon reasonable request and notice. (v) In all matters relating to the performance of this Agreement, the Sub-Adviser and its members, officers, partners, employees and interested persons shall act in all material respects in conformity with the Trust’s Agreement and Declaration of Trust, By-Laws, and currently effective registration statement, and with the written instructions and directions of the Board and the Adviser, after receipt of such documents from the Trust, and shall comply in all material respects with the requirements of the 1940 Act, the Investment Advisers Act, the Commodity Exchange Act (the “CEA”), the rules thereunder, and all other applicable federal and state laws and regulations. In carrying out its obligations under this Agreement, the Sub-Adviser shall seek to ensure that, the Fund complies with all applicable statutes and regulations necessary to qualify the Fund as a Regulated Investment Company under Subchapter M of the Code (or any successor provision). (vi) The Sub-Adviser agrees to cooperate with the Adviser and the Fund and the Trust’s officers and Trustees, including the Trust’s Chief Compliance Officer (“CCO”), with respect to (i) compliance-related matters related to its responsibilities under this Agreement, and (ii) the Trust’s reasonable efforts to assure that each of its service providers adopts and maintains policies and procedures that are reasonably designed to prevent violation of the Federal Securities Laws (as that term is defined by Rule 38a-1 under the 1940 Act). (vii) The Sub-Adviser agrees to cooperate in such marketing efforts of the Fund, as promptly as practicable, copies of all amendments and supplements to reasonably requested by the Compliance Procedures, all amendments to the Charter Documents and all revisions to a Fund’s investment objective(s), policies and restrictionsAdviser.

Duties of Sub Adviser. The Sub-Adviser is hereby employed and authorized to conduct a continual program of investment, evaluation and, if appropriate, sale and reinvestment of the assets in each the Fund. In connection therewith, the Sub-Adviser will (a) make investment decisions for the Fund; (b) place purchase and sale orders for portfolio transactions in the Fund; (c) employ professional portfolio managers and securities analysts to provide research services relating to the Fund; (d) employ qualified personnel to assist in the supervision of the Fund’s investment program and to monitor the level of risk incurred by the Fund in connection with its investment program; (e) provide input requested by the Adviser with respect to the possible forms and levels of leverage employed by the Fund, and help monitor the Fund’s compliance with leverage limits imposed under the 1940 Act; (f) provide assistance in connection with determining dividend and distribution levels for the Fund and preparing and reviewing dividend and distribution notices to shareholders; and (g) discuss with the Adviser, and take into account, tax issues arising in connection with management of the Fund’s portfolio. Subject to the supervision of each the Fund’s Board of Directors Trustees (the “Board”) and the Adviser, the Sub-Adviser will manage the assets in each the Fund in accordance with (a) the Fund’s investment objective(s), policies and restrictions, to the extent the Sub-Adviser has been notified of such objectives, policies and restrictions, (b) the Charter Documents (as such term is defined below) of the Fund, to the extent that they have been provided to the Sub-Adviser, and (c) applicable laws and regulations. The Adviser has furnished to the Sub-Adviser each the Fund’s compliance procedures pursuant to Rules 10f-3, 17a-7, and 17e-1 under the 1940 Act (collectively, the “Compliance Procedures”), the Articles of Incorporation or Declaration of Trust and Bylaws of each the Fund, each as amended to date (the “Charter Documents”), and each the Fund’s investment objective(s), policies and restrictions. The Adviser agrees, on an ongoing basis, to provide to the Sub-Adviser, as promptly as practicable, copies of all amendments and supplements to the Compliance Procedures, all amendments to the Charter Documents and all revisions to a Fund’s investment objective(s), policies and restrictions.

Duties of Sub Adviser. The A. Sub-Adviser adviser is hereby employed authorized and authorized directed and hereby agrees to conduct a continual (i) furnish continuously an investment program of investmentfor the Fund, evaluation andand (ii) determine from time to time what investments shall be purchased, if appropriate, sale sold or exchanged and reinvestment what portion of the assets in each Fundof the Fund shall be held uninvested. In connection therewith, the Sub-adviser shall perform these duties subject always to (1) the overall supervision of Adviser will and the Board, (a2) make the Company’s Articles of Incorporation and By-laws (as defined below), as amended from time to time, (3) the stated investment decisions for objectives, policies and restrictions of the Fund; (b) place purchase and sale orders for portfolio transactions Fund as set forth in the Fund; Company’s then current Registration Statement (cas defined below), (4) employ professional portfolio managers any additional policies or guidelines established by Adviser or the Board that have been furnished in writing to Sub-adviser, (5) applicable provisions of law, including, without limitation, all applicable provisions of the 1940 Act and securities analysts the rules and regulations thereunder, and (6) the provisions of the Internal Revenue Code of 1986, as amended (“Code”) applicable to provide research services relating “regulated investment companies” (as defined in Section 851 of the Code), as amended from time to the Fund; (d) employ qualified personnel time. B. Sub-adviser shall have no responsibility with respect to assist in the supervision maintaining custody of the Fund’s investment program assets. Sub-adviser shall affirm security transactions with central depositories and advise the custodian of the Fund (“Custodian”), as identified in the Company’s Registration Statement, or such depositories or agents as may be designated by Custodian and Adviser, promptly of each purchase and sale of a Fund security, specifying the name of the issuer, the description and amount or number of shares of the security purchased, the market price, the commission and gross or net price, the trade date and settlement date and the identity of the effecting broker or dealer. Upon reasonable request of Custodian, Adviser and/or Company, Sub-adviser shall from time to monitor time provide Custodian and Adviser with evidence of authority of its personnel who are authorized to give instructions to Custodian. C. Unless Adviser advises Sub-adviser in writing that the level of risk incurred right to vote proxies has been expressly reserved to Adviser or the Company or otherwise delegated to another party, Sub-adviser shall exercise voting rights incident to any securities held in the Fund without consultation with Adviser or the Company, provided such materials have been forwarded to the Sub-adviser in a timely fashion by the Fund in connection with its investment program; (e) provide input requested by Custodian and provided that Sub-adviser will follow any written instructions received from Adviser or the Adviser Company with respect to voting as to particular issues. Sub-adviser shall further respond to all corporate action matters incident to the possible forms and levels of leverage employed by securities held in the Fund, but not with respect to proofs of claim in bankruptcy and help monitor class action cases, provided such materials have been forwarded to the Sub-adviser in a timely fashion by the Custodian. Sub-adviser shall provide to Adviser and the Company its proxy voting procedures (or summary thereof) and proxy voting records related to the Fund as may be required to comply with all applicable regulatory disclosure and filing requirements. D. Sub-adviser shall timely provide such reports, evaluations, information, analyses and data as may be reasonably requested by Adviser or the Company regarding Sub-adviser’s management of the Fund’s compliance with leverage limits imposed under assets, including, but not limited to, semiannual written portfolio manager commentary and analysis, portfolio holdings and positions, and country and industry diversification tables. E. Upon request of Custodian, Adviser and/or the 1940 Act; (f) Company, Sub-adviser shall be available and provide assistance in connection with determining dividend and distribution levels for the determination of the fair value of securities in the Fund and preparing and reviewing dividend and distribution notices for which market quotations are not readily available, to shareholders; and (g) discuss with confirm any security price that does not meet the Advisertolerance check by the Custodian or supply a different price the Sub-adviser determines to better represent a security’s fair value, and take into account, tax issues arising provide any other assistance as may be required in connection with management of valuing securities in the Fund. The Sub-adviser agrees to provide assistance and direction until the Custodian has the information needed to calculate the Fund’s portfolio. Subject Net Asset Value generally prior to 6:00 pm but under certain circumstances may be later. F. In the supervision performance of each Fund’s Board of Directors (the “Board”) and the Adviserits duties hereunder, the Sub-Adviser will manage adviser is and shall be an independent contractor and except as expressly provided for herein or otherwise expressly provided or authorized shall have no authority to act for or represent the assets Fund or the Company in each Fund in accordance with (a) the Fund’s investment objective(s), policies and restrictions, any way or otherwise be deemed to the extent the Sub-Adviser has been notified of such objectives, policies and restrictions, (b) the Charter Documents (as such term is defined below) be an agent of the Fund, to the extent that they have been provided to the Sub-Company or of Adviser, and (c) applicable laws and regulations. The Adviser has furnished to the Sub-Adviser each Fund’s compliance procedures pursuant to Rules 10f-3, 17a-7, and 17e-1 under the 1940 Act (collectively, the “Compliance Procedures”), the Articles of Incorporation or Declaration of Trust and Bylaws of each Fund, each as amended to date (the “Charter Documents”), and each Fund’s investment objective(s), policies and restrictions. The Adviser agrees, on an ongoing basis, to provide to the Sub-Adviser, as promptly as practicable, copies of all amendments and supplements to the Compliance Procedures, all amendments to the Charter Documents and all revisions to a Fund’s investment objective(s), policies and restrictions.

Duties of Sub Adviser. (a) The Adviser employs the Sub-Adviser is hereby employed and authorized to conduct a continual program of investment, evaluation and, if appropriate, sale manage the investment and reinvestment of the assets of the Schroder Portfolio in each accordance with the Investment Advisory Agreement; to continuously review, supervise, and administer an investment program for the Schroder Portfolio; to determine in its discretion the securities to be purchased or sold and the portion of such assets to be held uninvested; to provide the Fund (either directly or through the Adviser) with all records concerning the activities of the Sub-Adviser that the Fund is required to maintain; and to render or assist the Adviser in rendering regular reports to the Fund’s officers and the Board of Trustees concerning the discharge of the Sub-Adviser’s responsibilities hereunder. In connection therewithThe Sub-Adviser will discharge the foregoing responsibilities subject to the supervision and oversight of the Adviser, the Fund’s officers and the Board of Trustees and in compliance with the objective, policies, and limitations set forth in the Fund’s prospectus and Statement of Additional Information, any additional operating policies or procedures that the Fund communicates to the Sub-Adviser in writing (either directly or through the Adviser), and applicable laws and regulations. The Sub-Adviser agrees to provide, at its own expense, the office space, furnishings and equipment, and the personnel required by it to perform the services on the terms and for the compensation provided herein. (b) The Sub-Adviser acknowledges and agrees that the Adviser is ultimately responsible for providing to the Trust the services required of the Adviser under the Investment Advisory Agreement. Accordingly, the Sub-Adviser will shall discharge its duties and responsibilities specified in paragraph (a) of this Section 2 and elsewhere in this Agreement subject at all times to the direction, control, supervision, and oversight of the Adviser. In furtherance thereof, the Sub-Adviser shall, without limitation, (i) make investment decisions its offices available to representatives of the Adviser for on-site inspections and consultations with the officers and applicable portfolio managers of the Sub-Adviser responsible for the Fund; (b) place purchase and sale orders for portfolio transactions in day-to-day management of the Fund; , (cii) employ professional portfolio managers upon request, provide the Adviser with copies of all records it maintains regarding its management of the Fund and securities analysts to provide research services relating (iii) report to the Fund; Adviser each calendar quarter and at such other times as the Adviser may reasonably request regarding (dA) employ qualified personnel to assist in the supervision Sub-Adviser’s implementation of the Fund’s investment program and to monitor the level of risk incurred Fund’s portfolio composition and performance, (B) any policies and procedures implemented by the Fund in connection Sub-Adviser to ensure compliance with its investment program; (e) provide input requested by the Adviser with respect United States securities laws and regulations applicable to the possible forms Sub-Adviser and levels of leverage employed by the Fund, and help monitor (C) the Fund’s compliance with leverage limits imposed under the 1940 Act; (f) provide assistance in connection with determining dividend and distribution levels for the Fund and preparing and reviewing dividend and distribution notices to shareholders; and (g) discuss with the Adviserobjective, policies, and take into account, tax issues arising limitations set forth in connection with management of the Fund’s portfolio. Subject to prospectus and Statement of Additional Information and any additional operating policies or procedures that the supervision of each Fund’s Board of Directors (the “Board”) and the Adviser, the Sub-Adviser will manage the assets in each Fund in accordance with (a) the Fund’s investment objective(s), policies and restrictions, to the extent the Sub-Adviser has been notified of such objectives, policies and restrictions, (b) the Charter Documents (as such term is defined below) of the Fund, to the extent that they have been provided to the Sub-Adviser, and (c) applicable laws and regulations. The Adviser has furnished communicates to the Sub-Adviser each Fund’s compliance procedures pursuant to Rules 10f-3, 17a-7, and 17e-1 under in writing (either directly or through the 1940 Act (collectively, the “Compliance Procedures”), the Articles of Incorporation or Declaration of Trust and Bylaws of each Fund, each as amended to date (the “Charter Documents”Adviser), and each Fund’s investment objective(s), policies and restrictions. The (D) such other matters as the Adviser agrees, on an ongoing basis, to provide to the Sub-Adviser, as promptly as practicable, copies of all amendments and supplements to the Compliance Procedures, all amendments to the Charter Documents and all revisions to a Fund’s investment objective(s), policies and restrictionsmay reasonably request.

Duties of Sub Adviser. The Sub-Adviser is hereby employed and authorized to conduct a continual program of investment, evaluation and, if appropriate, sale and reinvestment of the assets in each Fund. In connection therewith, the Sub-Adviser will (a) make investment decisions for the Fund; (b) place purchase and sale orders for portfolio transactions in the Fund; (c) employ professional portfolio managers and securities analysts to provide research services relating to the Fund; (d) employ qualified personnel to assist in the supervision of the Fund’s investment program and to monitor the level of risk incurred by the Fund in connection with its investment program; (e) provide input requested by the Adviser with respect to the possible forms and levels of leverage employed by the Fund, and help monitor the Fund’s compliance with leverage limits imposed under the 1940 Act; (f) provide assistance in connection with determining dividend and distribution levels for the Fund and preparing and reviewing dividend and distribution notices to shareholders; and (g) discuss with the Adviser, and take into account, tax issues arising in connection with management of the Fund’s portfolio. Subject to the supervision direction and oversight both of each Fund’s the Board of Directors Trustees (the “Board”) of the Trust and of the AdviserManager, the Sub-Adviser will manage the assets in each Fund in accordance with (a) the Fund’s investment objective(s), policies and restrictions, to the extent the Sub-Adviser has been notified of such objectives, policies and restrictions, (b) the Charter Documents (as such term is defined below) of the Fund, to the extent that they have been provided to Manager hereby appoints the Sub-Adviser, and (c) applicable laws the Sub-Adviser hereby undertakes, to manage the investment and regulations. The Adviser has furnished reinvestment of a portion of the assets of the Funds, as shall be allocated from time to time to the Sub-Adviser by a global allocation investment committee composed of representatives of the Manager and Sub-Adviser (the “Allocated Assets”), in accordance with each Fund’s compliance procedures pursuant investment objectives and policies and limitations, for the period and on the terms set forth in this Agreement. The investment of funds shall be subject to Rules 10f-3, 17a-7, all restrictions of applicable law and 17e-1 under the 1940 Act (collectively, the “Compliance Procedures”), the Articles of Incorporation or Agreement and Declaration of Trust and Bylaws By-Laws of each Fund, each as amended to date (the “Charter Documents”)Trust, and each Fund’s investment objective(s), policies resolutions of the Board as may from time to time be in force and restrictions. The Adviser agrees, on an ongoing basis, to provide delivered in writing to the Sub-Adviser. (b) The Sub-Adviser accepts such appointment and agrees during the term of this Agreement to: (i) supervise the investment activities of each Fund with respect to the Allocated Assets, including advising and consulting with the Board as the Board may reasonably request; (ii) continuously manage the Allocated Assets in a manner consistent with the investment objectives and policies of the Fund; (iii) with respect to the Allocated Assets, determine the securities to be purchased, sold or otherwise disposed of by each Fund and the timing of such purchases, sales and dispositions, including the placing of purchase and sale orders on behalf of the Fund, as promptly as practicable, copies of all amendments and supplements necessary or appropriate; (iv) render periodic reports to the Compliance Procedures, all amendments to the Charter Documents and all revisions to a Manager as it may reasonably request regarding each Fund’s investment objective(sprogram with respect to the Allocated Assets and the services provided by the Sub-Adviser hereunder; and (v) make and maintain for the required period all records required to be made under the Investment Company Act of 1940, as amended (the “1940 Act”), policies and restrictionsthe rules thereunder relating to transactions with respect to the Allocated Assets effected by the Sub-Adviser, except to the extent such records are made or maintained by the Manager. The Sub-Adviser shall make available to the Manager all such records maintained by the Sub-Adviser upon reasonable request. (c) The Sub-Adviser may delegate any of the foregoing responsibilities to a third party with the consent of the Trust and the Manager. (d) The Manager acknowledges that the Sub-Adviser makes no warranty that any investments made by the Sub-Adviser hereunder will not depreciate in value or at any time not be affected by adverse tax consequences, nor does it give any warranty as to the performance or profitability of the assets or the success of any investment strategy recommended or used by the Sub-Adviser. (e) The Sub-Adviser is authorized by the Manager on behalf of the Trust and each Fund to establish brokerage, bank and other accounts and agreements.

Duties of Sub Adviser. The A. Sub-Adviser adviser is hereby employed authorized and authorized directed and hereby agrees to conduct a continual (i) furnish continuously an investment program of investmentfor the Fund, evaluation andand (ii) determine from time to time what investments shall be purchased, if appropriate, sale sold or exchanged and reinvestment what portion of the assets in each Fundof the Fund shall be held uninvested. In connection therewith, the Sub-adviser shall perform these duties subject always to (1) the overall supervision of Adviser will and the Board, (a2) make the Company’s Articles of Incorporation and By-laws (as defined below), as amended from time to time, (3) the stated investment decisions for objectives, policies and restrictions of the Fund; (b) place purchase and sale orders for portfolio transactions Fund as set forth in the Fund; Company’s then current Registration Statement (cas defined below), (4) employ professional portfolio managers any additional policies or guidelines established by Adviser or the Board that have been furnished in writing to Sub-adviser, (5) applicable provisions of law, including, without limitation, all applicable provisions of the 1940 Act and securities analysts the rules and regulations thereunder, and (6) the provisions of the Internal Revenue Code of 1986, as amended (“Code”) applicable to provide research services relating “regulated investment companies” (as defined in Section 851 of the Code), as amended from time to the Fund; (d) employ qualified personnel time. B. Sub-adviser shall have no responsibility with respect to assist in the supervision maintaining custody of the Fund’s investment program assets. Sub-adviser shall affirm security transactions with central depositories and advise the custodian of the Fund (“Custodian”), as identified in the Company’s Registration Statement, or such depositories or agents as may be designated by Custodian and Adviser, promptly of each purchase and sale of a Fund security, specifying the name of the issuer, the description and amount or number of shares of the security purchased, the market price, the commission and gross or net price, the trade date and settlement date and the identity of the effecting broker or dealer. Upon reasonable request of Custodian, Adviser and/or Company, Sub-adviser shall from time to monitor time provide Custodian and Adviser with evidence of authority of its personnel who are authorized to give instructions to Custodian. C. Unless Adviser advises Sub-adviser in writing that the level of risk incurred right to vote proxies has been expressly reserved to Adviser or the Company or otherwise delegated to another party, Sub-adviser shall exercise voting rights incident to any securities held in the Fund without consultation with Adviser or the Company, provided such materials have been forwarded to the Sub-adviser in a timely fashion by the Fund in connection with its investment program; (e) provide input requested by Custodian and provided that Sub-adviser will follow any written instructions received from Adviser or the Adviser Company with respect to voting as to particular issues. Sub-adviser shall further respond to all corporate action matters incident to the possible forms securities held in the Fund including, without limitation, proofs of claim in bankruptcy and levels of leverage employed class action cases and shelf registrations, provided such materials have been forwarded to the Sub-adviser in a timely fashion by the Fund, Custodian. Sub-adviser shall provide to Adviser and help monitor the Company the Fund’s compliance proxy voting procedures (or summary thereof) and proxy voting records as may be required to comply with leverage limits imposed under all applicable regulatory disclosure and filing requirements. D. Sub-adviser shall timely provide such reports, evaluations, information, analyses and data as may be reasonably requested by Adviser or the 1940 Act; (f) provide assistance in connection with determining dividend and distribution levels for the Fund and preparing and reviewing dividend and distribution notices to shareholders; and (g) discuss with the Adviser, and take into account, tax issues arising in connection with Company regarding Sub-adviser’s management of the Fund’s portfolio. Subject to assets, including, but not limited to, semiannual written portfolio manager commentary and analysis, portfolio holdings and positions, and country and industry diversification tables. E. Upon request of Custodian, Adviser and/or the supervision of each Fund’s Board of Directors (the “Board”) and the AdviserCompany, the Sub-Adviser will manage adviser shall provide reasonable assistance in connection with the assets determination of the fair value of securities in each the Fund in accordance with (a) for which market quotations are not readily available. F. In the Fund’s investment objective(s)performance of its duties hereunder, policies and restrictions, to the extent the Sub-Adviser has been notified of such objectives, policies adviser is and restrictions, (b) shall be an independent contractor and except as expressly provided for herein or otherwise expressly provided or authorized shall have no authority to act for or represent the Charter Documents (as such term is defined below) Fund or the Company in any way or otherwise be deemed to be an agent of the Fund, to the extent that they have been provided to the Sub-Company or of Adviser, and (c) applicable laws and regulations. The Adviser has furnished to the Sub-Adviser each Fund’s compliance procedures pursuant to Rules 10f-3, 17a-7, and 17e-1 under the 1940 Act (collectively, the “Compliance Procedures”), the Articles of Incorporation or Declaration of Trust and Bylaws of each Fund, each as amended to date (the “Charter Documents”), and each Fund’s investment objective(s), policies and restrictions. The Adviser agrees, on an ongoing basis, to provide to the Sub-Adviser, as promptly as practicable, copies of all amendments and supplements to the Compliance Procedures, all amendments to the Charter Documents and all revisions to a Fund’s investment objective(s), policies and restrictions.

Duties of Sub Adviser. The Sub-Adviser is hereby employed and authorized to conduct a continual program of investment, evaluation and, if appropriate, sale and reinvestment of the assets in each the Fund. In connection therewith, the Sub-Adviser will (a) make investment decisions for the Fund; (b) place purchase and sale orders for portfolio transactions in the Fund; (c) employ professional portfolio managers and securities analysts to provide research services relating to the Fund; (d) employ qualified personnel to assist in the supervision of the Fund’s Funds investment program and to monitor the level of risk incurred by the Fund in connection with its investment program; (e) provide input requested by the Adviser with respect to the possible forms and levels of leverage employed by the Fund, and help monitor the Fund’s Funds compliance with leverage limits imposed under the 1940 Act; (f) provide assistance in connection with determining dividend and distribution levels for the Fund and preparing and reviewing dividend and distribution notices to shareholders; and (g) discuss with the Adviser, and take into account, tax issues arising in connection with management of the Fund’s Funds portfolio. Subject to the supervision of each Fund’s the Funds Board of Directors (the “Board”Board ) and the Adviser, the Sub-Adviser will manage the assets in each the Fund in accordance with (a) the Fund’s Funds investment objective(s), policies and restrictions, to the extent the Sub-Adviser has been notified of such objectives, policies and restrictions, (b) the Charter Documents (as such term is defined below) of the Fund, to the extent that they have been provided to the Sub-Adviser, and (c) applicable laws and regulations. The Adviser has furnished to the Sub-Adviser each Fund’s the Funds compliance procedures pursuant to Rules 10f-3, 17a-717a- 7, and 17e-1 under the 1940 Act (collectively, the “Compliance Procedures”Procedures ), the Articles of Incorporation or Declaration of Trust and Bylaws of each the Fund, each as amended to date (the “Charter Documents”Documents ), and each Fund’s the Funds investment objective(s), policies and restrictions. The Adviser agrees, on an ongoing basis, to provide to the Sub-Sub- Adviser, as promptly as practicable, copies of all amendments and supplements to the Compliance Procedures, all amendments to the Charter Documents and all revisions to a Fund’s the Funds investment objective(s), policies and restrictions.

Duties of Sub Adviser. (a) The Adviser employs the Sub-Adviser is hereby employed and authorized to conduct a continual program of investment, evaluation and, if appropriate, sale manage the investment and reinvestment of the assets of the Schroder Portfolio in each Fund. In connection therewithaccordance with the Investment Advisory Agreement; to continuously review, supervise, and administer an investment program for the Schroder Portfolio; to determine in its discretion the securities to be purchased or sold and the portion of such assets to be held uninvested; to provide the Portfolio (either directly or through the Adviser) with all records concerning the activities of the Sub-Adviser will (a) make investment decisions for that the FundPortfolio is required to maintain; (b) place purchase and sale orders for portfolio transactions to render or assist the Adviser in the Fund; (c) employ professional portfolio managers and securities analysts to provide research services relating rendering regular reports to the Fund; (d) employ qualified personnel to assist in Portfolio's officers and Board of Trustees concerning the supervision discharge of the Fund’s investment program and to monitor Sub-Adviser's responsibilities hereunder. The Sub-Adviser will discharge the level of risk incurred by the Fund in connection with its investment program; (e) provide input requested by the Adviser with respect to the possible forms and levels of leverage employed by the Fund, and help monitor the Fund’s compliance with leverage limits imposed under the 1940 Act; (f) provide assistance in connection with determining dividend and distribution levels for the Fund and preparing and reviewing dividend and distribution notices to shareholders; and (g) discuss with the Adviser, and take into account, tax issues arising in connection with management of the Fund’s portfolio. Subject foregoing responsibilities subject to the supervision and oversight of each Fund’s Board of Directors (the “Board”) and the Adviser, the Sub-Adviser will manage Portfolio's officers and the assets Board of Trustees and in each Fund in accordance compliance with (a) the Fund’s investment objective(s)objectives, policies and restrictionslimitations set forth in the Portfolio's prospectus and Statement of Additional Information, any additional operating policies or procedures that the Portfolio communicates to the extent the Sub-Adviser has been notified of such objectives, policies and restrictions, in writing (b) either directly or through the Charter Documents (as such term is defined below) of the Fund, to the extent that they have been provided to the Sub-Adviser), and (c) applicable laws and regulations. The Sub-Adviser has furnished agrees to provide, at its own expense, the office space, furnishings and equipment, and the personnel required by it to perform the services on the terms and for the compensation provided herein. (b) The Sub-Adviser acknowledges and agrees that the Adviser is ultimately responsible for providing to the Trust the services required of the Adviser under the Investment Advisory Agreement. Accordingly, the Sub-Adviser shall discharge its duties and responsibilities specified in paragraph (a) of this Section 2 and elsewhere in this Agreement subject at all times to the direction, control, supervision and oversight of the Adviser. In furtherance thereof, the Sub-Adviser shall, without limitation, (i) make its offices available to representatives of the Adviser for on-site inspections and consultations with the officers and applicable portfolio managers of the Sub-Adviser responsible for the day-to-day management of the Portfolio, (ii) upon request, provide the Adviser with copies of all records it maintains regarding its management of the Portfolio and (iii) report to the Adviser each calendar quarter and at such other times as the Adviser may reasonably request regarding (A) the Sub-Adviser's implementation of the Portfolio's investment program and the Portfolio's portfolio composition and performance, (B) any policies and procedures implemented by the Sub-Adviser to ensure compliance with United States securities laws and regulations applicable to the Sub-Adviser each Fund’s and the Portfolio, (C) the Portfolio's compliance procedures pursuant to Rules 10f-3, 17a-7, and 17e-1 under with the 1940 Act (collectively, the “Compliance Procedures”), the Articles of Incorporation or Declaration of Trust and Bylaws of each Fund, each as amended to date (the “Charter Documents”), and each Fund’s investment objective(s)objectives, policies and restrictions. The Adviser agrees, on an ongoing basis, to provide limitations set forth in the Portfolio's prospectus and Statement of Additional Information and any additional operating policies or procedures that the Portfolio communicates to the Sub-Adviser in writing (either directly or through the Adviser, ) and (D) such other matters as promptly as practicable, copies of all amendments and supplements to the Compliance Procedures, all amendments to the Charter Documents and all revisions to a Fund’s investment objective(s), policies and restrictionsAdviser may reasonably request.

Duties of Sub Adviser. The Sub-Adviser is hereby employed and authorized to conduct a continual program of investment, evaluation and, if appropriate, sale and reinvestment of the assets in each Fund. In connection therewith, the Sub-Adviser will (a) make investment decisions for the Fund; (b) place purchase and sale orders for portfolio transactions in the Fund; (c) employ professional portfolio managers and securities analysts to provide research services relating to the Fund; (d) employ qualified personnel to assist in the supervision of the Fund’s investment program and to monitor the level of risk incurred by the Fund in connection with its investment program; (e) provide input requested by the Adviser with respect to the possible forms and levels of leverage employed by the Fund, and help monitor the Fund’s compliance with leverage limits imposed under the 1940 Act; (f) provide assistance in connection with determining dividend and distribution levels for the Fund and preparing and reviewing dividend and distribution notices to shareholders; and (g) discuss with the Adviser, and take into account, tax issues arising in connection with management of the Fund’s portfolio. Subject to the supervision direction and oversight both of each Fund’s the Board of Directors Trustees (the “Board”) of the Trust and of the AdviserManager, the Sub-Adviser will manage the assets in each Fund in accordance with (a) the Fund’s investment objective(s), policies and restrictions, to the extent the Sub-Adviser has been notified of such objectives, policies and restrictions, (b) the Charter Documents (as such term is defined below) of the Fund, to the extent that they have been provided to Manager hereby appoints the Sub-Adviser, and (c) applicable laws the Sub-Adviser hereby undertakes, to manage the investment and regulations. The Adviser has furnished reinvestment of a portion of the assets of each Fund, as shall be allocated from time to time to the Sub-Adviser by a global allocation investment committee composed of representatives of the Manager and Sub-Adviser (the “Allocated Assets”), in accordance with each Fund’s compliance procedures pursuant investment objectives and policies and limitations, for the period and on the terms set forth in this Agreement. The investment of funds shall be subject to Rules 10f-3, 17a-7, all restrictions of applicable law and 17e-1 under the 1940 Act (collectively, the “Compliance Procedures”), the Articles of Incorporation or Agreement and Declaration of Trust and Bylaws By-Laws of each Fund, each as amended to date (the “Charter Documents”)Trust, and each Fund’s investment objective(s), policies resolutions of the Board as may from time to time be in force and restrictions. The Adviser agrees, on an ongoing basis, to provide delivered in writing to the Sub-Adviser. (b) The Sub-Adviser accepts such appointment and agrees during the term of this Agreement to: (i) supervise the investment activities of each Fund with respect to the Allocated Assets, including advising and consulting with the Board as the Board may reasonably request; (ii) continuously manage the Allocated Assets in a manner consistent with the investment objectives and policies of each Fund; (iii) with respect to the Allocated Assets, determine the securities to be purchased, sold or otherwise disposed of by each Fund and the timing of such purchases, sales and dispositions, including the placing of purchase and sale orders on behalf of the Fund, as promptly as practicable, copies of all amendments and supplements necessary or appropriate; (iv) render periodic reports to the Compliance Procedures, all amendments to the Charter Documents and all revisions to a Manager as it may reasonably request regarding each Fund’s investment objective(sprogram with respect to the Allocated Assets and the services provided by the Sub-Adviser hereunder; and (v) make and maintain for the required period all records required to be made under the Investment Company Act of 1940, as amended (the “1940 Act”), policies and restrictionsthe rules thereunder relating to transactions with respect to the Allocated Assets effected by the Sub-Adviser, except to the extent such records are made or maintained by the Manager. The Sub-Adviser shall make available to the Manager all such records maintained by the Sub-Adviser upon reasonable request. (c) The Sub-Adviser may delegate any of the foregoing responsibilities to a third party with the consent of the Trust and the Manager. (d) The Manager acknowledges that the Sub-Adviser makes no warranty that any investments made by the Sub-Adviser hereunder will not depreciate in value or at any time not be affected by adverse tax consequences, nor does it give any warranty as to the performance or profitability of the assets or the success of any investment strategy recommended or used by the Sub-Adviser. (e) The Sub-Adviser is authorized by the Manager on behalf of the Trust to establish brokerage, bank and other accounts and agreements.

Duties of Sub Adviser. (a) The Adviser employs the Sub-Adviser is hereby employed and authorized to conduct a continual program of investment, evaluation and, if appropriate, sale manage the investment and reinvestment of the assets of the Schroder Portfolio in each accordance with the Investment Advisory Agreement; to continuously review, supervise, and administer an investment program for the Schroder Portfolio; to determine in its discretion the securities to be purchased or sold and the portion of such assets to be held uninvested; to provide the Fund (either directly or through the Adviser) with all records concerning the activities of the Sub-Adviser that the Fund is required to maintain; and to render or assist the Adviser in rendering regular reports to the Fund’s officers and Board of Trustees concerning the discharge of the Sub-Adviser’s responsibilities hereunder. In connection therewithThe Sub-Adviser will discharge the foregoing responsibilities subject to the supervision and oversight of the Adviser, the Fund’s officers and the Board of Trustees and in compliance with the objectives, policies and limitations set forth in the Fund’s prospectus and Statement of Additional Information, any additional operating policies or procedures that the Fund communicates to the Sub-Adviser in writing (either directly or through the Adviser), and applicable laws and regulations. The Sub-Adviser agrees to provide, at its own expense, the office space, furnishings and equipment, and the personnel required by it to perform the services on the terms and for the compensation provided herein. (b) The Sub-Adviser acknowledges and agrees that the Adviser is ultimately responsible for providing to the Trust the services required of the Adviser under the Investment Advisory Agreement. Accordingly, the Sub-Adviser will shall discharge its duties and responsibilities specified in paragraph (a) of this Section 2 and elsewhere in this Agreement subject at all times to the direction, control, supervision and oversight of the Adviser. In furtherance thereof, the Sub-Adviser shall, without limitation, (i) make investment decisions its offices available to representatives of the Adviser for on-site inspections and consultations with the officers and applicable portfolio managers of the Sub-Adviser responsible for the Fund; (b) place purchase and sale orders for portfolio transactions in day-to-day management of the Fund; , (cii) employ professional portfolio managers upon request, provide the Adviser with copies of all records it maintains regarding its management of the Fund and securities analysts to provide research services relating (iii) report to the Fund; Adviser each calendar quarter and at such other times as the Adviser may reasonably request regarding (dA) employ qualified personnel to assist in the supervision Sub-Adviser’s implementation of the Fund’s investment program and to monitor the level of risk incurred Fund’s portfolio composition and performance, (B) any policies and procedures implemented by the Fund in connection Sub-Adviser to ensure compliance with its investment program; (e) provide input requested by the Adviser with respect United States securities laws and regulations applicable to the possible forms Sub-Adviser and levels of leverage employed by the Fund, and help monitor (C) the Fund’s compliance with leverage limits imposed under the 1940 Act; (f) provide assistance in connection with determining dividend and distribution levels for the Fund and preparing and reviewing dividend and distribution notices to shareholders; and (g) discuss with the Adviser, and take into account, tax issues arising in connection with management of the Fund’s portfolio. Subject to the supervision of each Fund’s Board of Directors (the “Board”) and the Adviser, the Sub-Adviser will manage the assets in each Fund in accordance with (a) the Fund’s investment objective(s), policies and restrictions, to the extent the Sub-Adviser has been notified of such objectives, policies and restrictions, (b) the Charter Documents (as such term is defined below) of limitations set forth in the Fund, to ’s prospectus and Statement of Additional Information and any additional operating policies or procedures that the extent that they have been provided to the Sub-Adviser, and (c) applicable laws and regulations. The Adviser has furnished Fund communicates to the Sub-Adviser each Fund’s compliance procedures pursuant to Rules 10f-3, 17a-7, in writing (either directly or through the Adviser) and 17e-1 under (D) such other matters as the 1940 Act (collectively, the “Compliance Procedures”), the Articles of Incorporation or Declaration of Trust and Bylaws of each Fund, each as amended to date (the “Charter Documents”), and each Fund’s investment objective(s), policies and restrictions. The Adviser agrees, on an ongoing basis, to provide to the Sub-Adviser, as promptly as practicable, copies of all amendments and supplements to the Compliance Procedures, all amendments to the Charter Documents and all revisions to a Fund’s investment objective(s), policies and restrictionsmay reasonably request.

Duties of Sub Adviser. The Sub-Adviser is hereby employed and authorized to conduct a continual program of investment, evaluation and, if appropriate, sale and reinvestment of the assets in each the Fund. In connection therewith, the Sub-Adviser will (a) make investment decisions for the Fund; (b) place purchase and sale orders for portfolio transactions in the Fund; (c) employ professional portfolio managers and securities analysts to provide research services relating to the Fund; (d) employ qualified personnel to assist in the supervision of the Fund’s investment program and to monitor the level of risk incurred by the Fund in connection with its investment program; (e) provide input requested by the Adviser with respect to the possible forms and levels of leverage employed by the Fund, and help monitor the Fund’s compliance with leverage limits imposed under the 1940 Act; (f) provide assistance in connection with determining dividend and distribution levels for the Fund and preparing and reviewing dividend and distribution notices to shareholders; and (g) discuss with the Adviser, and take into account, tax issues arising in connection with management of the Fund’s portfolio. Subject to the supervision of each the Fund’s Board of Directors Trustees (the “Board”) and the Adviser, the Sub-Adviser will manage the assets in each the Fund in accordance with (a) the Fund’s investment objective(s), policies and restrictions, to the extent the Sub-Adviser has been notified of such objectives, policies and restrictions, (b) the Charter Documents (as such term is defined below) of the Fund, to the extent that they have been provided to the Sub-Adviser, and (c) applicable laws and regulations. The Adviser has furnished to the Sub-Adviser each the Fund’s compliance procedures pursuant to Rules 10f-3, 17a-7, and 17e-1 under the 1940 Act (collectively, the “Compliance Procedures”), the Articles of Incorporation or Declaration of Trust and Bylaws of each the Fund, each as amended to date (the “Charter Documents”), and each the Fund’s investment objective(s), policies and restrictions. The Adviser agrees, on an ongoing basis, to provide to the Sub-Adviser, as promptly as practicable, copies of all amendments and supplements to the Compliance Procedures, all amendments to the Charter Documents and all revisions to a the Fund’s investment objective(s), policies and restrictions.

Duties of Sub Adviser. (a) The Adviser employs the Sub-Adviser is hereby employed and authorized to conduct a continual program of investment, evaluation and, if appropriate, sale manage the investment and reinvestment of the assets of the Schroder Portfolio in each Fund. In connection therewithaccordance with the Investment Advisory Agreement; to continuously review, supervise, and administer an investment program for the Schroder Portfolio; to determine in its discretion the securities to be purchased or sold and the portion of such assets to be held uninvested; to provide the Fund (either directly or through the Adviser) with all records concerning the activities of the Sub-Adviser will (a) make investment decisions for that the FundFund is required to maintain; (b) place purchase and sale orders for portfolio transactions to render or assist the Adviser in the Fund; (c) employ professional portfolio managers and securities analysts to provide research services relating rendering regular reports to the Fund; (d) employ qualified personnel to assist in Fund?s officers and the supervision Board of Trustees concerning the discharge of the Fund’s investment program and to monitor Sub-Adviser?s responsibilities hereunder. The Sub-Adviser will discharge the level of risk incurred by the Fund in connection with its investment program; (e) provide input requested by the Adviser with respect to the possible forms and levels of leverage employed by the Fund, and help monitor the Fund’s compliance with leverage limits imposed under the 1940 Act; (f) provide assistance in connection with determining dividend and distribution levels for the Fund and preparing and reviewing dividend and distribution notices to shareholders; and (g) discuss with the Adviser, and take into account, tax issues arising in connection with management of the Fund’s portfolio. Subject foregoing responsibilities subject to the supervision and oversight of each Fund’s Board of Directors (the “Board”) and the Adviser, the Sub-Adviser will manage Fund?s officers and the assets Board of Trustees and in each compliance with the objective, policies, and limitations set forth in the Fund?s prospectus and Statement of Additional Information, any additional operating policies or procedures that the Fund in accordance with (a) the Fund’s investment objective(s), policies and restrictions, communicates to the extent the Sub-Adviser has been notified of such objectives, policies and restrictions, in writing (b) either directly or through the Charter Documents (as such term is defined below) of the Fund, to the extent that they have been provided to the Sub-Adviser), and (c) applicable laws and regulations. The Sub-Adviser has furnished agrees to provide, at its own expense, the office space, furnishings and equipment, and the personnel required by it to perform the services on the terms and for the compensation provided herein. (b) The Sub-Adviser acknowledges and agrees that the Adviser is ultimately responsible for providing to the Trust the services required of the Adviser under the Investment Advisory Agreement. Accordingly, the Sub-Adviser shall discharge its duties and responsibilities specified in paragraph (a) of this Section 2 and elsewhere in this Agreement subject at all times to the direction, control, supervision and oversight of the Adviser. In furtherance thereof, the Sub-Adviser shall, without limitation, (i) make its offices available to representatives of the Adviser for on-site inspections and consultations with the officers and applicable portfolio managers of the Sub-Adviser responsible for the day-to-day management of the Fund, (ii) upon request, provide the Adviser with copies of all records it maintains regarding its management of the Fund and (iii) report to the Adviser each calendar quarter and at such other times as the Adviser may reasonably request regarding (A) the Sub-Adviser?s implementation of the Fund?s investment program and the Fund?s portfolio composition and performance, (B) any policies and procedures implemented by the Sub-Adviser to ensure compliance with United States securities laws and regulations applicable to the Sub-Adviser each and the Fund’s , (C) the Fund?s compliance procedures pursuant to Rules 10f-3with the objective, 17a-7policies, and 17e-1 under limitations set forth in the 1940 Act (collectively, Fund?s prospectus and Statement of Additional Information and any additional operating policies or procedures that the “Compliance Procedures”), the Articles of Incorporation or Declaration of Trust and Bylaws of each Fund, each as amended to date (the “Charter Documents”), and each Fund’s investment objective(s), policies and restrictions. The Adviser agrees, on an ongoing basis, to provide Fund communicates to the Sub-Adviser in writing (either directly or through the Adviser, as promptly as practicable, copies of all amendments and supplements to the Compliance Procedures, all amendments to the Charter Documents and all revisions to a Fund’s investment objective(s), policies and restrictions(D) such other matters as the Adviser may reasonably request.

Duties of Sub Adviser. The Adviser hereby authorizes Sub-Adviser is hereby employed and authorized to conduct a continual program of investment, evaluation and, if appropriate, sale manage the investment and reinvestment of cash and investments comprising the assets in each Fund. In connection therewith, of the USLICO Series Fund Stock Portfolio and those assets of the USLICO Series Fund Asset Allocation Portfolio which are designated by the Adviser for management by the Sub-Adviser will (a) make investment decisions for collectively, the Fund; (b) place purchase and sale orders for portfolio transactions "Assets"), with power on behalf of an in the Fundname of the Portfolios at Sub-Adviser's discretion; (c) employ professional portfolio managers and securities analysts subject at all times to provide research services relating to the Fund; (d) employ qualified personnel to assist in the supervision of the Fund’s Adviser and the Trustees of the Trust: (a) to direct the purchase, subscription or other acquisition, and the sale, redemption, and exchange of the Assets, subject to the duty to render to the Trustees of the Trust and the Adviser such written reports regarding the Assets as often as the Trustees of the Trust or the Adviser shall reasonably require; (b) to make all decisions relating to the manner, method and timing of investment program transactions relating to the Assets, to select brokers, dealers and other intermediaries by or through whom such transactions will be effected, and to monitor the level of risk incurred by the Fund engage such consultants, analysts and experts in connection with its therewith as may be considered necessary or appropriate; (c) to direct banks, brokers or custodians to disburse funds or assets solely in order to execute investment program; (e) provide input requested by the Adviser with respect to the possible forms and levels of leverage employed by the Fund, and help monitor the Fund’s compliance with leverage limits imposed under the 1940 Act; (f) provide assistance in connection with determining dividend and distribution levels transactions for the Fund and preparing and reviewing dividend and distribution notices to shareholders; and (g) discuss with the AdviserAssets, and take into account, tax issues arising in connection with management of the Fund’s portfolio. Subject to the supervision of each Fund’s Board of Directors (the “Board”) and the Adviser, provided that the Sub-Adviser will manage shall have no other authority to direct the transfer of the Assets to itself or other persons and shall have no other authority over the disbursement (as opposed to investment decisions) of funds or assets in each Fund in accordance with nor any custody of any of the Assets; and (ad) to take all such other actions as may be considered necessary or appropriate to discharge its duties hereunder; PROVIDED THAT any specific or general directions which the Fund’s investment objective(s)Trustees of the Trust, policies and restrictions, or the Adviser may give to the extent the Sub-Adviser has been notified of such objectives, policies and restrictions, (b) the Charter Documents (as such term is defined below) with regard to any of the Fundforegoing powers shall, unless the contrary is expressly stated therein, override the general authority given by this provision to the extent that they have been the Trustees of the Trust may at any time and from time to time, direct, either generally or to a limited extent and either alone or in concert with the Adviser or the Sub-Adviser (provided that such directions would not cause the Sub-Adviser to violate any fiduciary duties or any laws with regard to the Sub-Adviser's duties and responsibilities), and (c) applicable laws and regulations. The all or any of the same as they shall think fit and, in particular; the Adviser has furnished shall have the right to request the Sub-Adviser each Fund’s compliance procedures pursuant to Rules 10f-3place trades through brokers and other agents of the Adviser's choice, 17a-7, and 17e-1 under the 1940 Act (collectively, the “Compliance Procedures”), the Articles of Incorporation or Declaration of Trust and Bylaws of each Fund, each as amended to date (the “Charter Documents”), and each Fund’s investment objective(s), policies and restrictions. The Adviser agrees, on an ongoing basis, to provide subject to the Sub-Adviser's judgment that such brokers or agents will execute such trades on the best overall terms available, taking into consideration factors the Sub-Adviser deems relevant including, without limitation, the price of the security, research or other services which render that broker's services the most appropriate for the Sub-Adviser's needs, the financial condition and dealing and execution capability of the broker or dealer and the reasonableness of the commission, if any, for the specific transaction and on a continuing basis; and PROVIDED further that nothing herein shall be construed as promptly giving the Sub-Adviser power to manage further the aforesaid cash and investments, in such a manner as practicablewould cause either of the Portfolios to be considered a "dealer" in stocks, copies of all amendments and supplements to the Compliance Procedures, all amendments to the Charter Documents and all revisions to a Fund’s investment objective(s), policies and restrictionssecurities or commodities for US. federal income tax purposes.

Duties of Sub Adviser. The Adviser hereby appoints the Sub-adviser to act as investment adviser to each series listed on Schedule A hereto (a “Series”) of SPA ETF Trust, a Delaware business trust (the “Registrant”), for the period and on such terms as are set forth in this Agreement. The Adviser is hereby employed and authorized employs the Sub-adviser to conduct a continual program of investment, evaluation and, if appropriate, sale manage the investment and reinvestment of the assets of the Series, to continuously review, supervise and administer the investment program of the Series, to determine in its discretion the securities to be purchased or sold and the portion of the Series’ assets to be held uninvested, to designate the identity and weighting of the Securities in the Deposit Securities and the Fund Securities (as such terms are defined in the Registration Statement), to provide the Adviser and the Registrant with records concerning the Sub-adviser’s activities which the Registrant is required to maintain, and to render regular reports to the Adviser, the Registrant’s officers and Board of Trustees concerning the Sub-adviser’s discharge of the foregoing responsibilities. The Sub-adviser will oversee the maintenance of all books and records with respect to the securities transactions of each FundSeries, and will furnish the Board with such periodic and special reports as the Board reasonably may request. In connection therewithcompliance with the requirements of Rule 31a-3 under the 1940 Act, the Sub-Adviser will (a) make investment decisions adviser agrees that all records which it maintains for the Fund; (b) place purchase and sale orders for portfolio transactions in Registrant are the Fund; (c) employ professional portfolio managers and securities analysts to provide research services relating to the Fund; (d) employ qualified personnel to assist in the supervision property of the Fund’s investment program and Registrant, agrees to monitor preserve for the level of risk incurred periods prescribed by the Fund in connection with its investment program; (e) provide input requested by the Adviser with respect to the possible forms and levels of leverage employed by the Fund, and help monitor the Fund’s compliance with leverage limits imposed Rule 31a-2 under the 1940 Act; (f) provide assistance in connection with determining dividend and distribution levels Act any records which it maintains for the Fund Registrant and preparing which are required to be maintained by Rule 31a-1 under the 1940 Act and reviewing dividend further agrees to surrender promptly to the Registrant any records which it so maintains, upon request by the Registrant. The Sub-adviser shall discharge the foregoing responsibilities subject to the control of the Adviser and distribution notices to shareholders; the officers and (g) discuss the Board of Trustees of the Registrant, and in compliance with the Adviser, and take into account, tax issues arising in connection with management of the Fund’s portfolio. Subject to the supervision of each Fund’s Board of Directors (the “Board”) and the Adviser, the Sub-Adviser will manage the assets in each Fund in accordance with (a) the Fund’s investment objective(s), policies and restrictions, to the extent the Sub-Adviser has been notified of such objectives, policies and restrictionslimitations set forth in the Registrant’s Registration Statement (Nos. 811-____; 33-____), (b) including the Charter Documents (as such term is defined below) Series’ prospectus and statement of the Fundadditional information, to the extent that they have been provided to the Sub-Adviser, and (c) applicable laws and regulations. The Adviser has furnished to In carrying out its responsibilities hereunder, the Sub-adviser will consult with the Adviser each Fund’s compliance procedures pursuant on a continuous basis regarding the management of the Series. The Sub-adviser accepts such employment and agrees to Rules 10f-3render the services and to provide, 17a-7, and 17e-1 under the 1940 Act (collectivelyat its own expense, the “Compliance Procedures”)office space, furnishings and equipment and the Articles of Incorporation or Declaration of Trust personnel required by it to perform the services on the terms and Bylaws of each Fund, each as amended to date (for the “Charter Documents”), and each Fund’s investment objective(s), policies and restrictions. The Adviser agrees, on an ongoing basis, to provide to the Sub-Adviser, as promptly as practicable, copies of all amendments and supplements to the Compliance Procedures, all amendments to the Charter Documents and all revisions to a Fund’s investment objective(s), policies and restrictionscompensation provided therein.

Duties of Sub Adviser. (a) The Adviser employs the Sub-Adviser is hereby employed and authorized to conduct a continual program of investment, evaluation and, if appropriate, sale manage the investment and reinvestment of the assets of the Schroder Portfolio in each Fund. In connection therewithaccordance with the InvestmentAdvisory Agreement; to continuously review, supervise, and administer an investment program for the Schroder Portfolio; to determine in its discretion the securities to be purchased or sold and the portion of such assets to be held uninvested; to provide the Fund (either directly or through the Adviser) with all records concerning the activities of the Sub-Adviser will (a) make investment decisions for that the FundFund is required to maintain; (b) place purchase and sale orders for portfolio transactions to render or assist the Adviser in the Fund; (c) employ professional portfolio managers and securities analysts to provide research services relating rendering regular reports to the Fund; (d) employ qualified personnel to assist in 's officers and the supervision Board of Trustees concerning the discharge of the Fund’s investment program and to monitor Sub-Adviser's responsibilities hereunder. The Sub-Adviser will discharge the level of risk incurred by the Fund in connection with its investment program; (e) provide input requested by the Adviser with respect to the possible forms and levels of leverage employed by the Fund, and help monitor the Fund’s compliance with leverage limits imposed under the 1940 Act; (f) provide assistance in connection with determining dividend and distribution levels for the Fund and preparing and reviewing dividend and distribution notices to shareholders; and (g) discuss with the Adviser, and take into account, tax issues arising in connection with management of the Fund’s portfolio. Subject foregoing responsibilities subject to the supervision and oversight of each Fund’s Board of Directors (the “Board”) and the Adviser, the Sub-Adviser will manage Fund's officers and the assets Board of Trustees and in each Fund compliance with the objective, policies, and limitations set forth in accordance with (a) the Fund’s investment objective(s)'s prospectus and Statement of Additional Information, any additional operating policies and restrictions, or procedures that the Fund communicates to the extent the Sub-Adviser has been notified of such objectives, policies and restrictions, in writing (b) either directly or through the Charter Documents (as such term is defined below) of the Fund, to the extent that they have been provided to the Sub-Adviser), and (c) applicable laws and regulations. The Sub-Adviser has furnished agrees to provide, at its own expense, the ofice space, furnishings and equipment, and the personnel required by it to perform the services on the terms and for the compensation provided herein. (b) The Sub-Adviser acknowledges and agrees that the Adviser is ultimately responsible for providing to the Trust the services required of the Adviser under the Investment Advisory Agreement. Accordingly, the Sub-Adviser shall discharge its duties and responsibilities specified in paragraph (a) of this Section 2 and elsewhere in this Agreement subject at all times to the direction, control, supervision, and oversight of the Adviser. In furtherance thereof, the Sub-Adviser shall, without limitation, (i) make its offices available to representatives of the Adviser for on-site inspections and consultations with the officers and applicable portfolio managers of the Sub-Adviser responsible for the day-to-day management of the Fund, (ii) upon request, providethe ~dvise4 th copies of all records it maintains regarding its management of the Fund and (iii) report to the Adviser each calendar quarter and at such other times as the Adviser may reasonably request regarding (A) the Sub-Adviser's implementation of the Fund's investment program and the Fund's portfolio composition and performance, (B) any policies and procedures implemented by the Sub-Adviser to ensure compliance with United States securities laws and regulations applicable to the Sub-Adviser each and the Fund’s , (C) the Fund's compliance procedures pursuant to Rules 10f-3with the objective, 17a-7policies, and 17e-1 under limitations set forth in the 1940 Act (collectively, Fund's prospectus and Statement of Additional Information and any additional operating policies or procedures that the “Compliance Procedures”), the Articles of Incorporation or Declaration of Trust and Bylaws of each Fund, each as amended to date (the “Charter Documents”), and each Fund’s investment objective(s), policies and restrictions. The Adviser agrees, on an ongoing basis, to provide Fund communicates to the Sub-Adviser in writing (either directly or ,throughthe Adviser, as promptly as practicable, copies of all amendments and supplements to the Compliance Procedures, all amendments to the Charter Documents and all revisions to a Fund’s investment objective(s), policies and restrictions.and

Duties of Sub Adviser. (a) The Adviser employs the Sub-Adviser is hereby employed and authorized to conduct a continual program of investment, evaluation and, if appropriate, sale manage the investment and reinvestment of the assets of the Schroder Portfolio in each accordance with the Investment Advisory Agreement; to continuously review, supervise, and administer an investment program for the Schroder Portfolio; to determine in its discretion the securities to be purchased or sold and the portion of such assets to be held uninvested; to provide the Fund (either directly or through the Adviser) with all records concerning the activities of the Sub-Adviser that the Fund is required to maintain; and to render or assist the Adviser in rendering regular reports to the Fund’s officers and the Board of Trustees concerning the discharge of the Sub-Adviser’s responsibilities hereunder. In connection therewithThe Sub-Adviser will discharge the foregoing responsibilities subject to the supervision and oversight of the Adviser, the Fund’s officers and the Board of Trustees and in compliance with the objective, policies, and limitations set forth in the Fund’s prospectus and Statement of Additional Information, any additional operating policies or procedures that the Fund communicates to the Sub-Adviser in writing (either directly or through the Adviser), and applicable laws and regulations. The Sub-Adviser agrees to provide, at its own expense, the office space, furnishings and equipment, and the personnel required by it to perform the services on the terms and for the compensation provided herein. (b) The Sub-Adviser acknowledges and agrees that the Adviser is ultimately responsible for providing to the Trust the services required of the Adviser under the Investment Advisory Agreement. Accordingly, the Sub-Adviser will shall discharge its duties and responsibilities specified in paragraph (a) of this Section 2 and elsewhere in this Agreement subject at all times to the direction, control, supervision and oversight of the Adviser. In furtherance thereof, the Sub-Adviser shall, without limitation, (i) make investment decisions its offices available to representatives of the Adviser for on-site inspections and consultations with the officers and applicable portfolio managers of the Sub-Adviser responsible for the Fund; (b) place purchase and sale orders for portfolio transactions in day-to-day management of the Fund; , (cii) employ professional portfolio managers upon request, provide the Adviser with copies of all records it maintains regarding its management of the Fund and securities analysts to provide research services relating (iii) report to the Fund; Adviser each calendar quarter and at such other times as the Adviser may reasonably request regarding (dA) employ qualified personnel to assist in the supervision Sub-Adviser’s implementation of the Fund’s investment program and to monitor the level of risk incurred Fund’s portfolio composition and performance, (B) any policies and procedures implemented by the Fund in connection Sub-Adviser to ensure compliance with its investment program; (e) provide input requested by the Adviser with respect United States securities laws and regulations applicable to the possible forms Sub-Adviser and levels of leverage employed by the Fund, and help monitor (C) the Fund’s compliance with leverage limits imposed under the 1940 Act; (f) provide assistance in connection with determining dividend and distribution levels for the Fund and preparing and reviewing dividend and distribution notices to shareholders; and (g) discuss with the Adviserobjective, policies, and take into account, tax issues arising limitations set forth in connection with management of the Fund’s portfolio. Subject to prospectus and Statement of Additional Information and any additional operating policies or procedures that the supervision of each Fund’s Board of Directors (the “Board”) and the Adviser, the Sub-Adviser will manage the assets in each Fund in accordance with (a) the Fund’s investment objective(s), policies and restrictions, to the extent the Sub-Adviser has been notified of such objectives, policies and restrictions, (b) the Charter Documents (as such term is defined below) of the Fund, to the extent that they have been provided to the Sub-Adviser, and (c) applicable laws and regulations. The Adviser has furnished communicates to the Sub-Adviser each Fund’s compliance procedures pursuant to Rules 10f-3, 17a-7, and 17e-1 under in writing (either directly or through the 1940 Act (collectively, the “Compliance Procedures”), the Articles of Incorporation or Declaration of Trust and Bylaws of each Fund, each as amended to date (the “Charter Documents”Adviser), and each Fund’s investment objective(s), policies and restrictions. The (D) such other matters as the Adviser agrees, on an ongoing basis, to provide to the Sub-Adviser, as promptly as practicable, copies of all amendments and supplements to the Compliance Procedures, all amendments to the Charter Documents and all revisions to a Fund’s investment objective(s), policies and restrictionsmay reasonably request.

Duties of Sub Adviser. The Adviser hereby appoints the Sub-adviser to act as investment Sub-adviser to each series listed on Appendix A hereto (a “Series”) of SPA ETF Trust, a Delaware business trust (the “Registrant”), for the period and on such terms as are set forth in this Agreement. The Adviser is hereby employed and authorized employs the Sub-adviser to conduct a continual program of investment, evaluation and, if appropriate, sale manage the investment and reinvestment of the assets of the Series, to continuously review, supervise and administer the investment program of the Series, to determine in its discretion the securities to be purchased or sold and the portion of the Series’ assets to be held uninvested, to designate the identity and weighting of the Securities in the Deposit Securities and the Fund Securities (as such terms are defined in the Registration Statement), to provide the Adviser and the Registrant with records concerning the Subadviser’s activities which the Registrant is required to maintain, and to render regular reports to the Adviser, the Registrant’s officers and Board of Trustees concerning the Sub-adviser’s discharge of the foregoing responsibilities. The Sub-adviser will oversee the maintenance of all books and records with respect to the securities transactions of each FundSeries, and will furnish the Board with such periodic and special reports as the Board reasonably may request. In connection therewithcompliance with the requirements of Rule 31 a-3 under the 1940 Act, the Sub-Adviser will (a) make investment decisions adviser agrees that all records which it maintains for the Fund; (b) place purchase and sale orders for portfolio transactions in Registrant are the Fund; (c) employ professional portfolio managers and securities analysts to provide research services relating to the Fund; (d) employ qualified personnel to assist in the supervision property of the Fund’s investment program and Registrant, agrees to monitor preserve for the level of risk incurred periods prescribed by the Fund in connection with its investment program; (e) provide input requested by the Adviser with respect to the possible forms and levels of leverage employed by the Fund, and help monitor the Fund’s compliance with leverage limits imposed Rule 31 a-2 under the 1940 Act; (f) provide assistance in connection with determining dividend and distribution levels Act any records which it maintains for the Fund Registrant and preparing which are required to be maintained by Rule 31 a-1 under the 1940 Act and reviewing dividend further agrees to surrender promptly to the Registrant any records which it so maintains, upon request by the Registrant. The Sub-adviser shall discharge the foregoing responsibilities subject to the control of the Adviser and distribution notices to shareholders; the officers and (g) discuss the Board of Trustees of the Registrant, and in compliance with the Adviser, and take into account, tax issues arising in connection with management of the Fund’s portfolio. Subject to the supervision of each Fund’s Board of Directors (the “Board”) and the Adviser, the Sub-Adviser will manage the assets in each Fund in accordance with (a) the Fund’s investment objective(s), policies and restrictions, to the extent the Sub-Adviser has been notified of such objectives, policies and restrictionslimitations set forth in the Registrant’s Registration Statement (Nos. 811-22103; 333-1448565, (b) including the Charter Documents (as such term is defined below) Series’ prospectus and statement of the Fundadditional information, to the extent that they have been provided to the Sub-Adviser, and (c) applicable laws and regulations. The Adviser has furnished to In carrying out its responsibilities hereunder, the Sub-adviser will consult with the Adviser each Fund’s compliance procedures pursuant on a continuous basis regarding the management of the Series. The Sub-adviser accepts such employment and agrees to Rules 10f-3render the services and to provide, 17a-7, and 17e-1 under the 1940 Act (collectivelyat its own expense, the “Compliance Procedures”office space, furnishings and equipment (including computer equipment (software and hardware), the Articles of Incorporation or Declaration of Trust and Bylaws of each Fund, each as amended to date (the “Charter Documents”), and each Fund’s investment objective(s), policies the personnel required by it to perform the services on the terms and restrictions. The Adviser agrees, on an ongoing basis, to provide to for the Sub-Adviser, as promptly as practicable, copies of all amendments and supplements to the Compliance Procedures, all amendments to the Charter Documents and all revisions to a Fund’s investment objective(s), policies and restrictionscompensation provided therein.

Duties of Sub Adviser. The Sub-Adviser is hereby employed and authorized to conduct a continual program of investment, evaluation and, if appropriate, sale and reinvestment of the assets in each Fund. In connection therewith, the Sub-Adviser will (a) make investment decisions for the Fund; (b) place purchase and sale orders for portfolio transactions in the Fund; (c) employ professional portfolio managers and securities analysts to provide research services relating to the Fund; (d) employ qualified personnel to assist in the supervision of the Fund’s investment program and to monitor the level of risk incurred by the Fund in connection with its investment program; (e) provide input requested by the Adviser with respect to the possible forms and levels of leverage employed by the Fund, and help monitor the Fund’s compliance with leverage limits imposed under the 1940 Act; (f) provide assistance in connection with determining dividend and distribution levels for the Fund and preparing and reviewing dividend and distribution notices to shareholders; and (g) discuss with the Adviser, and take into account, tax issues arising in connection with management of the Fund’s portfolio. Subject to the supervision of each Fund’s Board of Directors (the “Board”) and the Adviser, the Sub-Adviser will manage the assets in each Fund in accordance with (a) the Fund’s investment objective(s), policies and restrictions, to the extent the Sub-Adviser has been notified of such objectives, policies and restrictions, (b) the Charter Documents (as such term is defined below) of the Fund, to the extent that they have been provided to the Sub-Adviser, and (c) applicable laws and regulations. The Adviser has furnished to the Sub-Adviser each Fund’s compliance procedures pursuant to Rules 10f-3, 17a-7, and 17e-1 under the 1940 Act (collectively, the “Compliance Procedures”), the Articles of Incorporation or Declaration of Trust and Bylaws of each Fund, each as amended to date (the “Charter Documents”), and each Fund’s investment objective(s), policies and restrictions. The Adviser agrees, on an ongoing basis, to provide to the Sub-Sub- Adviser, as promptly as practicable, copies of all amendments and supplements to the Compliance Procedures, all amendments to the Charter Documents and all revisions to a Fund’s investment objective(s), policies and restrictions.

Duties of Sub Adviser. The Sub-Adviser is hereby employed and authorized to conduct a continual program of investment, evaluation and, if appropriate, sale and reinvestment of the assets in each the Fund. In connection therewith, the Sub-Adviser will (a) make investment decisions for the Fund; (b) place purchase and sale orders for portfolio transactions in the Fund; (c) employ professional portfolio managers and securities analysts to provide research services relating to the Fund; (d) employ qualified personnel to assist in the supervision of the Fund’s investment program and to monitor the level of risk incurred by the Fund in connection with its investment program; (e) provide input requested by the Adviser Manager with respect to the possible forms and levels of leverage employed by the Fund, and help monitor the Fund’s compliance with leverage limits imposed under the 1940 Act; (f) provide assistance in connection with determining dividend and distribution levels for the Fund and preparing and reviewing dividend and distribution notices to shareholders; and (g) discuss with the AdviserManager, and take into account, tax issues arising in connection with management of the Fund’s portfolio. Subject to the supervision of each the Fund’s Board of Directors (the “Board”) and the AdviserManager, the Sub-Adviser will manage the assets in each the Fund in accordance with (a) the Fund’s investment objective(s), policies and restrictions, to the extent the Sub-Adviser has been notified of such objectives, policies and restrictions, (b) the Charter Documents (as such term is defined below) of the Fund, to the extent that they have been provided to the Sub-Adviser, and (c) applicable laws and regulations. The Adviser Manager has furnished to the Sub-Adviser each the Fund’s compliance procedures pursuant to Rules 10f-3, 17a-7, and 17e-1 under the 1940 Act (collectively, the “Compliance Procedures”), the Articles of Incorporation or Declaration of Trust and Bylaws of each the Fund, each as amended to date (the “Charter Documents”), and each the Fund’s investment objective(s), policies and restrictions. The Adviser Manager agrees, on an ongoing basis, to provide to the Sub-Adviser, as promptly as practicable, copies of all amendments and supplements to the Compliance Procedures, all amendments to the Charter Documents and all revisions to a the Fund’s investment objective(s), policies and restrictions.

Duties of Sub Adviser. The Adviser employs the Sub-Adviser to manage the investment and reinvestment of the Funds ‘assets and, with respect to such assets, to continuously review, supervise, and administer the investment program of the Funds, to determine in the Sub-Advisers discretion the securities to be purchased or sold, to provide the Adviser and the Trust with records concerning the Sub-Adviser’s activities which the Trust is required to maintain, and to render regular reports to the Adviser and the Trust's officers and Trustees concerning the Sub-Adviser's discharge of the foregoing responsibilities. The Sub-Adviser is hereby employed shall discharge the foregoing responsibilities subject to the Adviser's oversight and authorized to conduct a continual program of investment, evaluation and, if appropriate, sale and reinvestment the control of the assets officers and the Trustees of the Trust and in each Fund. In connection therewithcompliance with such policies as the Trustees may from time to time establish, and in compliance with the Sub-Adviser will (a) make investment decisions objectives, policies, and limitations for the Fund; (b) place purchase and sale orders for portfolio transactions such Funds set forth in the Fund; (c) employ professional portfolio managers and securities analysts Trust's current registration statement as amended from time to provide research services relating to the Fund; (d) employ qualified personnel to assist in the supervision of the Fund’s investment program and to monitor the level of risk incurred time, any written guidelines adopted by the Fund in connection with its investment program; Trustees (e) provide input requested by the Adviser with respect to the possible forms and levels of leverage employed by the Fund, and help monitor the Fund’s compliance with leverage limits imposed under the 1940 Act; (f) provide assistance in connection with determining dividend and distribution levels for the Fund and preparing and reviewing dividend and distribution notices to shareholders; and (g) discuss with the Adviser, and take into account, tax issues arising in connection with management of the Fund’s portfolio. Subject to the supervision of each Fund’s Board of Directors (the “Board”any such guidelines will be attached hereto as Schedule A) and the Adviser, the Sub-Adviser will manage the assets in each Fund in accordance with (a) the Fund’s investment objective(s), policies and restrictions, to the extent the Sub-Adviser has been notified of such objectives, policies and restrictions, (b) the Charter Documents (as such term is defined below) of the Fund, to the extent that they have been provided to the Sub-Adviser, and (c) applicable laws and regulations. The Adviser has furnished to the Sub-Adviser each Fund’s compliance procedures pursuant accepts such employment and agrees to Rules 10f-3, 17a-7, render the services for the compensation specified herein and 17e-1 under the 1940 Act (collectively, the “Compliance Procedures”), the Articles of Incorporation or Declaration of Trust and Bylaws of each Fund, each as amended to date (the “Charter Documents”), and each Fund’s investment objective(s), policies and restrictions. The Adviser agrees, on an ongoing basis, to provide at own expense the office space, furnishings and equipment and the personnel required by it to perform the services on the terms and for the compensation provided herein, The Sub-Adviser will instruct the Trust’s Custodian(s) to hold and/or transfer the Funds’ assets accordance with Proper Instructions received from the Sub-Adviser. (For this purpose, the term "Proper Instructions” shall have the meaning(s) specified in the applicable agreement(s} between the Trust and its custodians,) The Adviser will not be responsible for Trust expenses except as promptly as practicable, copies of all amendments and supplements to the Compliance Procedures, all amendments to the Charter Documents and all revisions to a Fund’s investment objective(s), policies and restrictionsspecified in this Agreement.

Duties of Sub Adviser. (a) The Adviser employs the Sub-Adviser is hereby employed and authorized to conduct a continual program of investment, evaluation and, if appropriate, sale manage the investment and reinvestment of the assets of the Schroder Portfolio in each Fund. In connection therewithaccordance with the Investment Advisory Agreement; to continuously review, supervise, and administer an investment program for the Schroder Portfolio; to dete1mine in its discretion the securities to be purchased or sold and the portion of such assets to be held uninvested; to provide the Fund (either directly or through the Adviser) with all records concerning the activities of the Sub-Adviser will (a) make investment decisions for that the FundFund is required to maintain; (b) place purchase and sale orders for portfolio transactions to render or assist the Adviser in the Fund; (c) employ professional portfolio managers and securities analysts to provide research services relating rendering regular reports to the Fund; (d) employ qualified personnel to assist in 's officers and Board of Trustees concerning the supervision discharge of the Fund’s investment program and to monitor Sub-Adviser's responsibilities hereunder. The Sub-Adviser will discharge the level of risk incurred by the Fund in connection with its investment program; (e) provide input requested by the Adviser with respect to the possible forms and levels of leverage employed by the Fund, and help monitor the Fund’s compliance with leverage limits imposed under the 1940 Act; (f) provide assistance in connection with determining dividend and distribution levels for the Fund and preparing and reviewing dividend and distribution notices to shareholders; and (g) discuss with the Adviser, and take into account, tax issues arising in connection with management of the Fund’s portfolio. Subject foregoing responsibilities subject to the supervision and oversight of each Fund’s Board of Directors (the “Board”) and the Adviser, the Sub-Adviser will manage Fund's officers and the assets Board of Trustees and in each Fund in accordance compliance with (a) the Fund’s investment objective(s)objectives, policies and restrictionslimitations set forth in the Fund's prospectus and Statement of Additional Infonnation, any additional operating policies or procedures that the Fund communicates to the extent the Sub-Adviser has been notified of such objectives, policies and restrictions, in writing (b) either directly or through the Charter Documents (as such term is defined below) of the Fund, to the extent that they have been provided to the Sub-Adviser), and (c) applicable laws and regulations. The Sub-Adviser has furnished agrees to provide, at its own expense, the office space, furnishings and equipment, and the personnel required by it to perfonn the services on the terms and for tl1e compensation provided herein. (b) The Sub-Adviser acknowledges and agrees that the Adviser is ultimately responsible for providing to the Trust the services required of tl1e Adviser under the Investment Advisory Agreement. Accordingly, the Sub-Adviser shall discharge its duties and responsibilities specified in paragraph (a) of this Section 2 and elsewhere in this Agreement subject at all times to the direction, control, supervision and oversight of the Adviser. In furtherance thereof, the Sub-Adviser shall, without limitation, (i) make its offices available to representatives of the Adviser for on-site inspections and consultations with the officers and applicable portfolio managers of the Sub-Adviser responsible for the day-to-day management of the Fund, (ii) upon request, provide the Adviser with copies of all records it maintains regarding its management of the Fund and (iii) report to the Adviser each calendar quarter and at such other times as the Adviser may reasonably request regarding (A) the Sub-Adviser's implementation of the Fund's investment program and the Fund's portfolio composition and perfonnance, (B) any policies and procedures implemented by the Sub-Adviser to ensure compliance with United States securities laws and regulations applicable to the Sub-Adviser each Fund’s compliance procedures pursuant to Rules 10f-3, 17a-7, and 17e-1 under the 1940 Act (collectively, the “Compliance Procedures”), the Articles of Incorporation or Declaration of Trust and Bylaws of each Fund, each as amended to date (C) the “Charter Documents”), and each Fund’s investment objective(s)'s compliance with the objectives, policies and restrictions. The Adviser agrees, on an ongoing basis, to provide limitations set forth in the Fund's prospectus and Statement of Additional Info1matio11 and any additional operating policies or procedures that the Fund communicates to the Sub-Adviser in writing (either directly or through the Adviser, ) and (D) such other matters as promptly as practicable, copies of all amendments and supplements to the Compliance Procedures, all amendments to the Charter Documents and all revisions to a Fund’s investment objective(s), policies and restrictionsAdviser may reasonably request.