Common use of Duties of Sub Adviser Clause in Contracts

Duties of Sub Adviser. The Sub-Adviser shall manage the investment and reinvestment of the Managed Assets and determine in its discretion, the securities and other property to be purchased or sold and the portion of the Managed Assets to retain in cash. 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's activities that the Company is required to maintain, and to render regular reports to the Investment Manager and to the Company concerning the Sub-Adviser's discharge of the foregoing responsibilities. The Sub-Adviser shall discharge the foregoing responsibilities subject to the written instructions and directions of the Company and its Board of Directors and their agents, including the officers of the Company and the Investment Manager, and in compliance with (i) such policies as the Company may from time to time establish and communicate to the Sub- 2 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 Declaration of Trust of the Company, and (iv) applicable laws and regulations including the 1940 Act and the Internal Revenue Code of 1986. If a conflict in policies or guidelines referenced herein occurs, the Prospectus and Statement of Additional Information shall control. The Sub-Adviser agrees to perform such duties at its own expense and to provide 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 not, however, pay for the cost of securities, commodities, and other investments (including brokerage commissions and other transaction charges, if any) purchased or sold for a Fund, nor will the Sub-Adviser bear any expenses that would result in the Company's inability to qualify as a regulated investment company under provisions of the Internal Revenue Code.

Duties of Sub Adviser. The Adviser employs the Sub-Adviser shall to manage the investment and reinvestment of the Managed Assets Funds’ assets and, with respect to such assets, to continuously review, supervise, and administer the investment program of the Funds, to determine in its discretion, the Sub-Adviser's discretion the securities and other property to be purchased or sold sold, to provide the Adviser and the portion of the Managed Assets to retain in cash. 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 Trust with records concerning the Sub-Adviser's activities that which the Company Trust is required to maintain, and to render regular reports to the Investment Manager Adviser and to the Company Trust's officers and Trustees concerning the Sub-Adviser's discharge of the foregoing responsibilities. The Sub-Adviser shall discharge the foregoing responsibilities subject to the written instructions Adviser's oversight and directions the control of the Company officers and its Board of Directors and their agents, including the officers Trustees of the Company Trust and in compliance with such policies as the Investment ManagerTrustees may from time to time establish, and in compliance with (i) such policies as the Company may from time to time establish and communicate to the Sub- 2 Adviser, (ii) the objectives, policies, and limitations for each such Fund set forth in the Prospectus and Statement of Additional Information Trust's current registration statement as those documents may amended from time to time be amended or supplemented from and delivered to the Sub-Adviser (the "Prospectus and Statement of Additional Information"), (iii) the Declaration of Trust of the Companytime, and (iv) applicable laws and regulations including the 1940 Act and the Internal Revenue Code of 1986. If a conflict in policies or guidelines referenced herein occurs, the Prospectus and Statement of Additional Information shall controlregulations. The Sub-Adviser accepts such employment and agrees to perform such duties render the services for the compensation specified herein and to provide at its own expense and to provide 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 not, however, pay for instruct the cost of securities, commodities, and other investments (including brokerage commissions and other transaction charges, if anyTrust's Custodian(s) purchased or sold for a to hold and/or transfer each Fund, nor will ’s assets in accordance with Proper Instructions received from the Sub-Adviser bear any expenses that would result Adviser. (For this purpose, the term "Proper Instructions" shall have the meaning(s) specified in the Company's inability to qualify applicable agreement(s) between the Trust and its custodians.) The Sub-Adviser will not be responsible for Trust expenses except as a regulated investment company under provisions of the Internal Revenue Codespecified in this Agreement.

Duties of Sub Adviser. The Adviser employs the Sub-Adviser shall to manage the investment and reinvestment of the Managed Assets Fund’s assets and, with respect to such assets, to continuously review, supervise, and administer the investment program of the Fund, to determine in its discretion, the Sub-Adviser's discretion the securities and other property to be purchased or sold sold, to provide the Adviser and the portion of the Managed Assets to retain in cash. 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 Trust with records concerning the Sub-Adviser's activities that which the Company Trust is required to maintain, and to render regular reports to the Investment Manager Adviser and to the Company Trust's officers and Trustees concerning the Sub-Adviser's discharge of the foregoing responsibilities. The Sub-Adviser shall discharge the foregoing responsibilities subject to the written instructions Adviser's oversight and directions the control of the Company officers and its Board of Directors and their agents, including the officers Trustees of the Company Trust and in compliance with such policies as the Investment ManagerTrustees may from time to time establish, and in compliance with (i) such policies as the Company may from time to time establish and communicate to the Sub- 2 Adviser, (ii) the objectives, policies, and limitations for each the Fund set forth in the Prospectus and Statement of Additional Information Trust's current registration statement as those documents may amended from time to time be amended or supplemented from and delivered to the Sub-Adviser (the "Prospectus and Statement of Additional Information"), (iii) the Declaration of Trust of the Companytime, and (iv) applicable laws and regulations including the 1940 Act and the Internal Revenue Code of 1986. If a conflict in policies or guidelines referenced herein occurs, the Prospectus and Statement of Additional Information shall controlregulations. The Sub-Adviser accepts such employment and agrees to perform such duties render the services for the compensation specified herein and to provide at its own expense and to provide 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 not, however, pay for instruct the cost of securities, commodities, and other investments (including brokerage commissions and other transaction charges, if anyTrust's Custodian(s) purchased or sold for a to hold and/or transfer the Fund, nor will ’s assets in accordance with Proper Instructions received from the Sub-Adviser bear any expenses that would result Adviser. (For this purpose, the term "Proper Instructions" shall have the meaning(s) specified in the Company's inability to qualify applicable agreement(s) between the Trust and its custodians.) The Sub-Adviser will not be responsible for Trust expenses except as a regulated investment company under provisions of the Internal Revenue Codespecified in this Agreement.

Duties of Sub Adviser. The Sub-Adviser adviser shall manage the investment and reinvestment of the Managed Assets and determine in its discretion, the securities and other property to be purchased or sold and the portion of the Managed Assets to retain in cash. The Sub-Adviser 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 adviser shall provide the Investment Manager and the Company with records concerning the Sub-Adviseradviser's activities that the Company is required to maintain, and to render regular reports to the Investment Manager and to the Company concerning the Sub-Adviseradviser's discharge of the foregoing responsibilities. The Sub-Adviser adviser shall discharge the foregoing responsibilities subject to the written instructions and directions of the Company and its Board of Directors and their agents, including the officers of the Company and the Investment Manager, and in compliance with (i) such policies as the Company may from time to time establish and communicate to the Sub- 2 Adviseradviser, (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 adviser (the "Prospectus and Statement of Additional Information"), (iii) the Declaration of Trust of the Company, and (iv) applicable laws and regulations including the 1940 Act, the Investment Advisers Act of 1940, and the Internal Revenue Code of 1986. If a conflict in policies or guidelines referenced herein occurs, the Prospectus and Statement of Additional Information shall control. The Sub-Adviser adviser agrees to perform such duties at its own expense and to provide 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 adviser will not, however, pay for the cost of securities, commodities, and other investments (including brokerage commissions and other transaction charges, if any) purchased or sold for a Fund, nor will the Sub-Adviser adviser bear any expenses that would result in the Company's inability to qualify as a regulated investment company under provisions of the Internal Revenue Code.

Duties of Sub Adviser. The Sub-Adviser shall manage the investment and reinvestment of the Managed Assets and determine in its discretion, the securities and other property to be purchased or sold and the portion of the Managed Assets to retain in cash. 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's activities that the Company is required to maintain, and to render regular reports to the Investment Manager and to the Company concerning the Sub-Adviser's discharge of the foregoing responsibilities. The Sub-Adviser shall discharge the foregoing responsibilities subject to the written instructions and directions of the Company and its Board of Directors and their agents, including the officers of the Company and the Investment Manager, and in compliance with (i) such policies as the Company may from time to time establish and communicate to the Sub- 2 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 Declaration of Trust of the Company, and (iv) applicable laws and regulations including the 1940 Act, the Investment Advisers Act of 1940, and the Internal Revenue Code of 1986. If a conflict in policies or guidelines referenced herein occurs, the Prospectus and Statement of Additional Information shall control. The Sub-Adviser agrees to perform such duties at its own expense and to provide 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 not, however, pay for the cost of securities, commodities, and other investments (including brokerage commissions and other transaction charges, if any) purchased or sold for a Fund, nor will the Sub-Adviser bear any expenses that would result in the Company's inability to qualify as a regulated investment company under provisions of the Internal Revenue Code.

Duties of Sub Adviser. The Sub-Adviser shall manage the investment and reinvestment of the Managed Assets and determine in its discretion, the securities and other property to be purchased or sold and the portion of the Managed Assets to retain in cash. 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's activities that the Company is required to maintain, and to render regular reports to the Investment Manager and to the Company concerning the Sub-Adviser's discharge of the foregoing responsibilities. The Sub-Adviser shall discharge the foregoing responsibilities subject to the written instructions and directions of the Company and its Board of Directors and their agents, including the officers of the Company and the Investment Manager, and in compliance with (i) such policies as the Company may from time to time establish and communicate to the Sub- 2 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 Declaration of Trust of the Company, and (iv) applicable laws and regulations including the 1940 Act and the Internal Revenue Code of 1986. If a conflict in policies or guidelines referenced herein occurs, the Prospectus and Statement of Additional Information shall control. The Sub-Adviser agrees to perform such duties at its own expense and to provide 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 not, however, pay for the cost of securities, commodities, and other investments (including brokerage commissions and other transaction charges, if any) purchased or sold for a Fund, nor will the Sub-Adviser bear any expenses that would result in the Company's inability to qualify as a regulated investment company under provisions of the Internal Revenue Code.

Duties of Sub Adviser. The Sub-Adviser shall manage the investment and reinvestment of the Managed Assets and determine in its discretion, the securities and other property to be purchased or sold and the portion of the Managed Assets to retain in cash. 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's activities that the Company is required to maintain, and to render regular reports to the Investment Manager and to the Company concerning the Sub-Adviser's discharge of the foregoing responsibilities. The Sub-Adviser shall discharge the foregoing responsibilities subject to the written instructions and directions of the Company and its Board of Directors and their agents, including the officers of the Company Fund and the Investment Manager, and in compliance with (i) such policies as the Company may from time to time establish and communicate to the Sub- 2 Sub-Adviser, (ii) the objectives, policies, and limitations for each the Fund set forth in the Prospectus and Statement of Additional Information as those documents may from time to time be amended or supplemented from time to time and delivered to the Sub-Adviser (the "Prospectus and Statement of Additional Information"), (iii) the Declaration of Trust of the Company, and (iv) applicable laws and regulations including the Investment Company Act of 1940 Act (the "40 Act") and the Internal Revenue Code of 1986. If a conflict in policies or guidelines referenced herein occurs, the Prospectus and Statement of Additional Information shall control. The Sub-Adviser agrees to perform such duties at its own expense and to provide 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 not, however, pay for the cost of securities, commodities, and other investments (including brokerage commissions and other transaction charges, if any) purchased or sold for a the Fund, nor will the Sub-Adviser bear any expenses that would result in the Company's inability to qualify as a regulated investment company under provisions of the Internal Revenue Code.

Duties of Sub Adviser. The Sub-Adviser shall manage the investment and reinvestment of the Managed Assets and determine in its discretion, the securities and other property to be purchased or sold and the portion of the Managed Assets to retain in cash. 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 shareholdersshareholders and in accordance with the Sub-Adviser's proxy policies and procedures. The Sub-Adviser shall provide the Investment Manager and the Company with records concerning the Sub-Adviser's activities that the Company is required to maintain, and to render regular reports to the Investment Manager and to the Company concerning the Sub-Adviser's discharge of the foregoing responsibilities. The Sub-Adviser shall discharge the foregoing responsibilities subject to the written instructions and directions of the Company and its Board of Directors and their agents, including the officers of the Company and the Investment Manager, and in compliance with (i) such policies as the Company may from time to time establish and communicate to the Sub- 2 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 (iv) applicable laws and regulations regulations, including the 1940 Act, the Investment Advisers Act of 1940, and the Internal Revenue Code of 19861986 (the "Code"), as each may be amended from time to time. 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 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 of the Company. The Sub-Adviser shall not provide investment advice with respect to any 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, 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 not, however, pay for the cost of securities, commodities, and other investments (including brokerage commissions and other transaction charges, if any) purchased or sold for a Fund, nor will the Sub-Adviser bear any expenses that would result in the Company's inability to qualify as a regulated investment company under provisions of the Internal Revenue Code.

Duties of Sub Adviser. The Adviser hereby appoints the Sub-adviser to act as investment Sub-adviser to each Series of the Registrant, for the period and on such terms as are set forth in this Agreement. Subject to the supervision of the Adviser shall and the Board of Trustees of the Registrant (the “Board”), the Adviser employs the Sub-adviser to manage the investment and reinvestment of the Managed Assets assets of the Series, to continuously review, supervise and determine in its discretionadminister the investment program of the Series, to advise of the securities and other property to be purchased or sold and the portion of the Managed Assets Series’ assets to retain in cash. The Subbe held un-Adviser shall review all proxy solicitation materials invested, to designate the identity and shall exercise any voting rights associated with weighting of the securities comprising the Managed Assets in the best interests of Deposit Securities and the Fund and its shareholders. The Sub-Adviser shall Securities (as such terms are defined in the Registration Statement), to provide the Investment Manager Adviser and the Company Registrant with records concerning the Sub-Adviser's adviser’s activities that which the Company Registrant is required to maintain, and to render regular reports to the Investment Manager Adviser, the Registrant’s officers and to the Company Board concerning the Sub-Adviser's adviser’s discharge of the foregoing responsibilities. The Sub-Adviser adviser will oversee the maintenance of all books and records with respect to the securities transactions of each Series, and will furnish the Board with such periodic and special reports as the Board reasonably may request. In compliance with the requirements of Rule 31 a-3 under the 1940 Act, the Sub-adviser agrees that all records which it maintains for the Registrant are the property of the Registrant, agrees to preserve for the periods prescribed by Rule 31 a-2 under the 1940 Act any records which it maintains for the Registrant and which are required to be maintained by Rule 31 a-I under the 1940 Act and 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 written instructions control and directions supervision of the Company Adviser and its the officers and the Board of Directors and their agents, including the officers of the Company and the Investment ManagerRegistrant, and in compliance with (i) such policies as the Company may from time to time establish and communicate to the Sub- 2 Adviser, (ii) the objectives, policies, policies and limitations for each Fund set forth in the Prospectus Registrant’s Registration Statement, including the Series’ prospectus and Statement statement of Additional Information as those documents may from time to time be amended or supplemented from additional information, applicable laws and delivered to regulations. In carrying out its responsibilities hereunder, the Sub-adviser will consult with the Adviser (on a continuous basis regarding the "Prospectus and Statement of Additional Information"), (iii) the Declaration of Trust management of the Company, and (iv) applicable laws and regulations including the 1940 Act and the Internal Revenue Code of 1986. If a conflict in policies or guidelines referenced herein occurs, the Prospectus and Statement of Additional Information shall controlSeries. The Sub-Adviser adviser accepts such employment and agrees to perform such duties render the services and to provide, at its own expense and to provide 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 hereintherein. The Sub-adviser shall be responsible for reviewing proxy solicitation materials or voting and handling proxies in relation to the securities held as assets in each of the Series. The Sub-adviser shall promptly notify the Adviser will not, however, pay for the cost of securities, commodities, and other investments (including brokerage commissions and other transaction charges, if any) purchased or sold for a Fund, nor will any financial condition that is reasonably likely to impair the Sub-adviser’s ability to fulfill its commitment under the Agreement. The Sub-adviser shall furnish to the Adviser bear any expenses that would result in or the Company's inability Board of Trustees such periodic reports and special reports, balance sheets or financial information, and such other information with regard to qualify its affairs as a regulated investment company under provisions the Adviser or Board of Trustees may reasonably request. Upon the request of the Internal Revenue CodeAdviser, the Sub-adviser shall also furnish to the Adviser any other information relating to the assets that is required to be filed by the Adviser or the Trust with the SEC or sent to shareholders under the 1940 Act (including the rules adopted thereunder) or any exemptive or other relief that the Adviser or the Trust obtains from the SEC.

Duties of Sub Adviser. The Adviser employs the Sub-Adviser shall to manage the investment and reinvestment of the Managed Assets Fund’s assets and, with respect to such assets, to continuously review, supervise, and administer the investment program of the Fund, to determine in its discretion, the Sub-Adviser's discretion the securities and other property to be purchased or sold sold, to provide the Adviser and the portion of the Managed Assets to retain in cash. 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 Trust with records concerning the Sub-Adviser's activities that which the Company Trust is required to maintain, and to render regular reports to the Investment Manager Adviser and to the Company Trust's officers and Trustees concerning the Sub-Adviser's discharge of the foregoing responsibilities. The Sub-Adviser shall discharge the foregoing responsibilities subject to the written instructions Adviser's oversight and directions the control of the Company officers and its Board of Directors and their agents, including the officers Trustees of the Company Trust and in compliance with such policies as the Investment ManagerTrustees may from time to time establish, and in compliance with (i) such policies as the Company may from time to time establish and communicate to the Sub- 2 Adviser, (ii) the objectives, policies, and limitations for each the Fund set forth in the Prospectus and Statement of Additional Information Trust's current registration statement as those documents may amended from time to time be amended or supplemented from and delivered to the Sub-Adviser (the "Prospectus and Statement of Additional Information"), (iii) the Declaration of Trust of the Companytime, and (iv) applicable laws and regulations including the 1940 Act and the Internal Revenue Code of 1986. If a conflict in policies or guidelines referenced herein occurs, the Prospectus and Statement of Additional Information shall controlregulations. The Sub-Adviser accepts such employment and agrees to perform such duties render the services for the compensation specified herein and to provide at its own expense and to provide 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 not, however, pay for instruct the cost of securities, commodities, and other investments (including brokerage commissions and other transaction charges, if anyTrust's Custodian(s) purchased or sold for a to hold and/or transfer the Fund, nor will ’s assets in accordance with Proper Instructions received from the Sub-Adviser bear any expenses that would result Adviser. (For this purpose, the term “Proper Instructions” shall have the meaning(s) specified in the Company's inability to qualify applicable agreement(s) between the Trust and its custodians.) The Sub-Adviser will not be responsible for Trust expenses except as a regulated investment company under provisions of the Internal Revenue Codespecified in this Agreement.

Duties of Sub Adviser. The Sub-Adviser shall manage the investment and reinvestment of the Managed Assets and determine in its discretion, the securities and other property to be purchased or sold and the portion of the Managed Assets to retain in cash. The Sub-Adviser 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 adviser shall provide the Investment Manager and the Company with records concerning the Sub-Adviseradviser's activities that the Company is required to maintain, and to render regular reports to the Investment Manager and to the Company concerning the Sub-Adviseradviser's discharge of the foregoing responsibilities. The Sub-Adviser adviser shall discharge the foregoing responsibilities subject to the written instructions and directions of the Company and its Board of Directors and their agents, including the officers of the Company and the Investment Manager, and in compliance with (i) such policies as the Company may from time to time establish and communicate to the Sub- 2 Adviseradviser, (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 adviser (the "Prospectus and Statement of Additional Information"), (iii) the Declaration of Trust of the Company, and (iv) applicable laws and regulations including the 1940 Act, the Investment Advisers Act of 1940 and the Internal Revenue Code of 1986. If a conflict in policies or guidelines referenced herein occurs, the Prospectus and Statement of Additional Information shall control. The Sub-Adviser adviser agrees to perform such duties at its own expense and to provide 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 adviser will not, however, pay for the cost of securities, commodities, and other investments (including brokerage commissions and other transaction charges, if any) purchased or sold for a Fund, nor will the Sub-Adviser adviser bear any expenses that would result in the Company's inability to qualify as a regulated investment company under provisions of the Internal Revenue Code.

Duties of Sub Adviser. The Sub-Adviser shall manage the investment and reinvestment of the Managed Assets and determine in its discretion, the securities and other property to be purchased or sold and the portion of the Managed Assets to retain in cash. 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's activities that the Company is required to maintain, and to render regular reports to the Investment Manager and to the Company concerning the Sub-Adviser's discharge of the foregoing responsibilities. The Sub-Adviser shall discharge the foregoing responsibilities subject to the written instructions and directions of the Company and its Board of Directors and their agents, including the officers of the Company Fund and the Investment Manager, and in compliance with (i) such policies as the Company may from time to time establish and communicate to the Sub- 2 Sub-Adviser, (ii) the objectives, policies, and limitations for each the Short Duration Fund set forth in the Prospectus and Statement of Additional Information as those documents may from time to time be amended or supplemented from time to time and delivered to the Sub-Adviser (the "Prospectus and Statement of Additional Information"), (iii) the Declaration of Trust of the Company, and (iv) applicable laws and regulations including the Investment Company Act of 1940 Act (the "40 Act") and the Internal Revenue Code of 1986. If a conflict in policies or guidelines referenced herein occurs, the Prospectus and Statement of Additional Information shall control. The Sub-Adviser agrees to perform such duties at its own expense and to provide 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 not, however, pay for the cost of securities, commodities, and other investments (including brokerage commissions and other transaction charges, if any) purchased or sold for a the Fund, nor will the Sub-Adviser bear any expenses that would result in the Company's inability to qualify as a regulated investment company under provisions of the Internal Revenue Code.

Duties of Sub Adviser. The Sub-Adviser shall manage the investment and reinvestment of the Managed Assets and determine in its discretion, the securities and other property to be purchased or sold and the portion of the Managed Assets to retain in cash. 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's activities that the Company is required to maintain, and to render regular reports to the Investment Manager and to the Company concerning the Sub-Adviser's discharge of the foregoing responsibilities. The Sub-Adviser shall discharge the foregoing responsibilities subject to the written instructions and directions of the Company and its Board of Directors and their agents, including the officers of the Company and the Investment Manager, and in compliance with (i) such policies as the 2 Company may from time to time establish and communicate to the Sub- 2 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 Declaration of Trust of the Company, and (iv) applicable laws and regulations including the 1940 Act and the Internal Revenue Code of 1986. If a conflict in policies or guidelines referenced herein occurs, the Prospectus and Statement of Additional Information shall control. The Sub-Adviser agrees to perform such duties at its own expense and to provide 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 not, however, pay for the cost of securities, commodities, and other investments (including brokerage commissions and other transaction charges, if any) purchased or sold for a Fund, nor will the Sub-Adviser bear any expenses that would result in the Company's inability to qualify as a regulated investment company under provisions of the Internal Revenue Code.

Duties of Sub Adviser. The Sub-Adviser shall manage the investment and reinvestment of the Managed Assets and determine in its discretion, the securities and other property to be purchased or sold and the portion of the Managed Assets to retain in cash. 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's activities that the Company is required to maintain, and to render regular reports to the Investment Manager and to the Company concerning the Sub-Adviser's discharge of the foregoing responsibilities. The Sub-Adviser shall discharge the foregoing responsibilities subject to the written instructions and directions of the Company and its Board of Directors and their agents, including the officers of the Company and the Investment Manager, and in compliance with (i) such policies as the Company may from time to time establish and communicate to the Sub- 2 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 Declaration of Trust of the Company, and (iv) applicable laws and regulations including the 1940 Act and the Internal Revenue Code of 1986. If a conflict in policies or guidelines referenced herein occurs, the Prospectus and Statement of Additional Information shall control. The Sub-Adviser agrees to perform such duties at its own expense and to provide 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 not, however, pay for the cost of securities, commodities, and other investments (including brokerage commissions and other transaction charges, if any) purchased or sold for a Fund, nor will the Sub-Adviser bear any expenses that would result in the Company's inability to qualify as a regulated investment company under provisions of the Internal Revenue Code.

Duties of Sub Adviser. The A. Sub-Adviser shall manage the investment adviser is hereby authorized and reinvestment of the Managed Assets directed and determine in its discretion, the securities and other property hereby agrees to be purchased or sold and the portion of the Managed Assets to retain in cash. 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's activities that the Company is required to maintain, and to render regular reports to the Investment Manager and to the Company concerning the Sub-Adviser's discharge of the foregoing responsibilities. The Sub-Adviser shall discharge the foregoing responsibilities subject to the written instructions and directions of the Company and its Board of Directors and their agents, including the officers of the Company and the Investment Manager, and in compliance with (i) such policies as furnish continuously an investment program for the Company may Fund, and (ii) determine from time to time establish what investments shall be purchased, sold or exchanged and communicate what portion of the assets of the Fund shall be held uninvested. Sub-adviser shall perform these duties subject always to (1) the Sub- 2 Adviseroverall supervision of Adviser and the Board of Trustees of the Trust (the “Board”), (ii2) the Trust’s Articles and By-laws (as defined below), as amended from time to time, (3) the stated investment objectives, policies, policies and limitations for each restrictions of the Fund as set forth in the Prospectus and Trust’s then current Registration 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"defined below), (iii4) the Declaration of Trust of the Companyany additional policies or guidelines established by Adviser or Board that have been furnished in writing to Sub-adviser, and (iv5) applicable laws and regulations including provisions of law, including, without limitation, all applicable provisions of the 1940 Act and the rules and regulations thereunder, and (6) the provisions of the Internal Revenue Code of 1986, as amended (the “Code”) applicable to “regulated investment companies” (as defined in Section 851 of the Code), as amended from time to time. If In accordance with Section VII, Sub-Adviser shall arrange for the execution of all orders for the purchase and sale of securities and other investments for the Fund’s account and will exercise full discretion and act for the Trust in the same manner and with the same force and effect as the Trust might or could do with respect to such purchases, sales, or other transactions, as well as with respect to all other things necessary or incidental to the furtherance or conduct of such purchases, sales, or other transactions. B. Sub-adviser shall have no responsibility with respect to maintaining custody of the Fund’s assets. Sub-adviser shall affirm security transactions with central depositories and advise the custodian of the Fund (“Custodian”) or such depositories or agents as may be designated by Custodian and Adviser promptly of each purchase and sale of a conflict in policies or guidelines referenced herein occursFund security, specifying the name of the issuer, the Prospectus description and Statement amount or number of Additional Information 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. Sub-adviser shall controlfrom time to 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 right to vote proxies has been expressly reserved to Adviser or the Trust 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 Trust, provided that Sub-adviser will follow any written instructions received from Adviser or Trust with respect to voting as to particular issues. Sub-adviser shall further respond to all corporate action matters incident to the securities held in the Fund including, without limitation, proofs of claim in bankruptcy and class action cases and shelf registrations. D. Upon request of Custodian and/or Trust, Sub-adviser shall provide assistance in connection with the determination of the fair value of securities in the Fund for which market quotations are not readily available. E. In the performance of its duties hereunder, Sub-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 Fund or the Trust in any way or otherwise be deemed to be an agent of the Fund, the Trust or Adviser. F. The Sub-Adviser agrees adviser shall have no responsibility under this Agreement with respect to perform such duties at its own expense and the management of assets of the Trust other than the portion of the Trust’s assets with respect to provide 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 not, however, pay for the cost of securities, commodities, and other investments (including brokerage commissions and other transaction charges, if any) purchased or sold for a Fund, nor will which the Sub-Adviser bear provides investment advice. G. The Sub-adviser is prohibited from consulting with any expenses that would result in other sub-adviser of the Company's inability Trust, if any, or the subadviser to qualify as a regulated any other investment company (or separate series of an investment company) managed by the Adviser concerning the Trust’s transactions in securities or other assets, except for the purpose of complying with the conditions of Rule 12d3-1 (a) and (b) under provisions of the Internal Revenue Code1940 Act.

Duties of Sub Adviser. The Sub-Adviser adviser shall manage the investment and reinvestment of the Managed Assets and determine in its discretion, the securities and other property to be purchased or sold and the portion of the Managed Assets to retain in cash. The Sub-Adviser 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 adviser shall provide the Investment Manager and the Company with records concerning the Sub-Adviseradviser's activities that the Company is required to maintain, and to render regular reports to the Investment Manager and to the Company concerning the Sub-Adviseradviser's discharge of the foregoing responsibilities. The Sub-Adviser adviser shall discharge the foregoing responsibilities subject to the written instructions and directions of the Company and its Board of Directors and their agents, including the officers of the Company and the Investment Manager, and in compliance with (i) such policies as the Company may from time to time establish and communicate to the Sub- 2 Adviseradviser, (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 adviser (the "Prospectus and Statement of Additional Information"), (iii) the Declaration of Trust of the Company, and (iv) applicable laws and regulations including the 1940 Act, the Investment Advisers Act of 1940, and the Internal Revenue Code of 1986. If a conflict in policies or guidelines referenced herein occurs, the Prospectus and Statement of Additional Information shall control. The Sub-Adviser adviser agrees to perform such duties at its own expense and to provide 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 not, however, pay for the cost of securities, commodities, and other investments (including brokerage commissions and other transaction charges, if any) purchased or sold for a Fund, nor will the Sub-Adviser adviser bear any expenses that would result in the Company's inability to qualify as a regulated investment company under provisions of the Internal Revenue Code.

Duties of Sub Adviser. The Sub-Adviser adviser shall manage the investment and reinvestment of the Managed Assets and determine in its discretion, the securities and other property to be purchased or sold and the portion of the Managed Assets to retain in cash. The Sub-Adviser 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 adviser shall provide the Investment Manager and the Company with records concerning the Sub-Adviseradviser's activities that the Company is required to maintain, and to render regular reports to the Investment Manager and to the Company concerning the Sub-Adviseradviser's discharge of the foregoing responsibilities. The Sub-Adviser adviser shall discharge the foregoing responsibilities subject to the written instructions and directions of the Company and its Board of Directors and their agents, including the officers of the Company and the Investment Manager, and in compliance with (i) such policies as the Company may from time to time establish and communicate to the Sub- 2 Adviseradviser, (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 adviser (the "Prospectus and Statement of Additional Information"), (iii) the Declaration of Trust of the Company, and (iv) applicable laws and regulations including the 1940 Act and the Internal Revenue Code of 1986. If a conflict in policies or guidelines referenced herein occurs, the Prospectus and Statement of Additional Information shall control. The Sub-Adviser adviser agrees to perform such duties at its own expense and to provide 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 adviser will not, however, pay for the cost of securities, commodities, and other investments (including brokerage commissions and other transaction charges, if any) purchased or sold for a Fund, nor will the Sub-Adviser adviser bear any expenses that would result in the Company's inability to qualify as a regulated investment company under provisions of the Internal Revenue Code.

Duties of Sub Adviser. The Sub-Adviser adviser shall manage the investment and reinvestment of the Managed Assets and determine in its discretion, the securities and other property to be purchased or sold and the portion of the Managed Assets to retain in cash. The Sub-Adviser 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 adviser shall provide the Investment Manager and the Company with records concerning the Sub-Adviseradviser's activities that the Company is required to maintain, and to render regular reports to the Investment Manager and to the Company concerning the Sub-Adviseradviser's discharge of the foregoing responsibilities. The Sub-Adviser adviser shall discharge the foregoing responsibilities subject to the written instructions and directions of the Company and its Board of Directors and their agents, including the officers of the Company and the Investment Manager, and in compliance with (i) such policies as the Company may from time to time establish and communicate to the Sub- 2 Adviseradviser, (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 Declaration of Trust of the Company, and (iv) applicable laws and regulations including the 1940 Act, the Investment Advisers Act of 1940, and the Internal Revenue Code of 1986. If a conflict in policies or guidelines referenced herein occurs, the Prospectus and Statement of Additional Information shall control. The Sub-Adviser adviser agrees to perform such duties at its own expense and to provide 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 adviser will not, however, pay for the cost of securities, commodities, and other investments (including brokerage commissions and other transaction charges, if any) purchased or sold for a Fund, nor will the Sub-Adviser adviser bear any expenses that would result in the Company's inability to qualify as a regulated investment company under provisions of the Internal Revenue Code.

Duties of Sub Adviser. The Adviser employs the Sub-Adviser shall to manage the investment and reinvestment of the Managed Assets Funds’ assets and, with respect to such assets, to continuously review, supervise, and administer the investment program of the Funds, to determine in its discretion, the Sub-Adviser's discretion the securities and other property to be purchased or sold sold, to provide the Adviser and the portion of the Managed Assets to retain in cash. 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 Trust with records concerning the Sub-Adviser's activities that which the Company Trust is required to maintain, and to render regular reports to the Investment Manager Adviser and to the Company Trust's officers and Trustees concerning the Sub-Adviser's discharge of the foregoing responsibilities. The Sub-Adviser shall discharge the foregoing responsibilities subject to the written instructions Adviser's oversight and directions the control of the Company officers and its Board of Directors and their agents, including the officers Trustees of the Company Trust and in compliance with such policies as the Investment ManagerTrustees may from time to time establish, and in compliance with (i) such policies as the Company may from time to time establish and communicate to the Sub- 2 Adviser, (ii) the objectives, policies, and limitations for each Fund such Funds set forth in the Prospectus and Statement of Additional Information Trust's current registration statement as those documents may amended from time to time time, any written guidelines adopted by the Trustees (any such guidelines will be amended or supplemented from attached hereto as Schedule A) and delivered to the Sub-Adviser (the "Prospectus and Statement of Additional Information"), (iii) the Declaration of Trust of the Company, and (iv) applicable laws and regulations including the 1940 Act and the Internal Revenue Code of 1986. If a conflict in policies or guidelines referenced herein occurs, the Prospectus and Statement of Additional Information shall controlregulations. The Sub-Adviser accepts such employment and agrees to perform such duties render the services for the compensation specified herein and to provide at its own expense and to provide 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 not, however, pay for instruct the cost of securities, commodities, and other investments (including brokerage commissions and other transaction charges, if anyTrust's Custodian(s) purchased or sold for a Fund, nor will to hold and/or transfer the Funds’ assets in accordance with Proper Instructions received from the Sub-Adviser bear any expenses that would result Adviser. (For this purpose, the term "Proper Instructions" shall have the meaning(s) specified in the Company's inability to qualify applicable agreement(s) between the Trust and its custodians.) The Sub-Adviser will not be responsible for Trust expenses except as a regulated investment company under provisions of the Internal Revenue Codespecified in this Agreement.

Duties of Sub Adviser. The Adviser employs the Sub-Adviser shall to manage the investment and reinvestment of the Managed Assets Fund's assets and, with respect to such assets, to continuously review, supervise, and administer the investment program of the Fund, to determine in its discretion, the Sub-Adviser's discretion the securities and other property to be purchased or sold sold, to provide the Adviser and the portion of the Managed Assets to retain in cash. 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 Trust with records concerning the Sub-Adviser's activities that which the Company Trust is required to maintain, and to render regular reports to the Investment Manager Adviser and to the Company Trust's officers and Trustees concerning the Sub-Adviser's discharge of the foregoing responsibilities. The Sub-Adviser shall discharge the foregoing responsibilities subject to the written instructions Adviser's oversight and directions the control of the Company officers and its Board of Directors and their agents, including the officers Trustees of the Company Trust and in compliance with such policies as the Investment ManagerTrustees may from time to time establish, and in compliance with (i) such policies as the Company may from time to time establish and communicate to the Sub- 2 Adviser, (ii) the objectives, policies, and limitations for each such Fund 2 set forth in the Prospectus and Statement of Additional Information Trust's current registration statement as those documents may amended from time to time be amended or supplemented from and delivered to the Sub-Adviser (the "Prospectus and Statement of Additional Information"), (iii) the Declaration of Trust of the Companytime, and (iv) applicable laws and regulations including the 1940 Act and the Internal Revenue Code of 1986. If a conflict in policies or guidelines referenced herein occurs, the Prospectus and Statement of Additional Information shall controlregulations. The Sub-Adviser accepts such employment and agrees to perform such duties render the services for the compensation specified herein and to provide at its own expense and to provide 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 Adviser will instruct the Trust's Custodian(s) to hold and/or transfer the Fund's assets in 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 Sub-Adviser will not, however, pay not be responsible for the cost of securities, commodities, and other investments (including brokerage commissions and other transaction charges, if any) purchased or sold for a Fund, nor will the Sub-Adviser bear any Trust expenses that would result except as specified in the Company's inability to qualify as a regulated investment company under provisions of the Internal Revenue Codethis Agreement.

Duties of Sub Adviser. The Sub-Adviser shall manage the investment and reinvestment of the Managed Assets and determine in its discretion, the securities and other property to be purchased or sold and the portion of the Managed Assets to retain in cash. 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's activities that the Company is required to maintain, and to render regular reports to the Investment Manager and to the Company concerning the Sub-Adviser's discharge of the foregoing responsibilities. The Sub-Adviser shall discharge the foregoing responsibilities subject to the written instructions and directions of the Company and its Board of Directors and their agents, including the officers of the Company and the Investment Manager, and in compliance with (i) such policies as the Company may from time to time establish and communicate to the Sub- 2 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 (iv) applicable laws and regulations regulations, including the 1940 Act, the Investment Advisers Act of 1940, and the Internal Revenue Code of 19861986 (the "Code"), as each may be amended from time to time. 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 shall not consult with any other sub-adviser to the Fund or a sub-adviser to a portfolio that is under common control with the Fund concerning the Managed Assets, except as permitted by the policies and procedures of the Company. The Sub-Adviser shall not provide investment advice with respect to any assets of the Fund other than the Managed Assets. The Sub-Adviser agrees to perform such duties at its own expense and to provide 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 not, however, pay for the cost of securities, commodities, and other investments (including brokerage commissions and other transaction charges, if any) purchased or sold for a Fund, nor will the Sub-Adviser bear any expenses that would result in the Company's inability to qualify as a regulated investment company under provisions of the Internal Revenue Code.

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 Advisor, a Delaware business trust (the "Registrant"), for the period and on such terms as are set forth in this Agreement. The Adviser shall employs the Sub-adviser to manage the investment and reinvestment of the Managed Assets assets of the Series, to continuously review, supervise and administer the investment program of the Series, to determine in its discretion, discretion the securities and other property to be purchased or sold and the portion of the Managed Assets Series' assets to retain in cash. The Sub-Adviser shall review all proxy solicitation materials be held uninvested, to designate the identity and shall exercise any voting rights associated with securities comprising weighting of the Managed Assets Securities in the best interests of Deposit Securities and the Fund and its shareholders. The Sub-Adviser shall Securities (as such terms are defined in the Registration Statement), to provide the Investment Manager Adviser and the Company Registrant with records concerning the Sub-AdviserSubadviser's activities that which the Company Registrant is required to maintain, and to render regular reports to the Investment Manager Adviser, the Registrant's officers and to the Company Board of Trustees concerning the Sub-Adviseradviser's discharge of the foregoing responsibilities. The Sub-Adviser adviser will oversee the maintenance of all books and records with respect to the securities transactions of each Series, and will furnish the Board with such periodic and special reports as the Board reasonably may request. In compliance with the requirements of Rule 31a-3 under the 1940 Act, the Sub-adviser agrees that all records which it maintains for the Registrant are the property of the Registrant, agrees to preserve for the periods prescribed by Rule 31 a-2 under the 1940 Act any records which it maintains for the Registrant and which are required to be maintained by Rule 31 a-I under the 1940 Act and 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 written instructions and directions control of the Company Adviser and its the officers and the Board of Directors and their agents, including the officers Trustees of the Company and the Investment ManagerRegistrant, and in compliance with (i) such policies as the Company may from time to time establish and communicate to the Sub- 2 Adviser, (ii) the objectives, policies, policies and limitations for each Fund set forth in the Prospectus Registrant's Registration Statement (Nos. 811-____; 33-____, including the Series' prospectus and Statement statement of Additional Information as those documents may from time to time be amended or supplemented from additional information, applicable laws and delivered to regulations. In carrying out its responsibilities hereunder, the Sub-adviser will consult with the Adviser (on a continuous basis regarding the "Prospectus and Statement of Additional Information"), (iii) the Declaration of Trust management of the Company, and (iv) applicable laws and regulations including the 1940 Act and the Internal Revenue Code of 1986. If a conflict in policies or guidelines referenced herein occurs, the Prospectus and Statement of Additional Information shall controlSeries. The Sub-Adviser adviser accepts such employment and agrees to perform such duties render the services and to provide, at its own expense and to provide 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 not, however, pay for the cost of securities, commodities, and other investments (including brokerage commissions and other transaction charges, if any) purchased or sold for a Fund, nor will the Sub-Adviser bear any expenses that would result in the Company's inability to qualify as a regulated investment company under provisions of the Internal Revenue Codetherein.

Duties of Sub Adviser. The Sub-Adviser shall manage the investment and reinvestment of the Managed Assets and determine in its discretion, the securities and other property to be purchased or sold and the portion of the Managed Assets to retain in cash. 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's activities that the Company is required to maintain, and to render regular reports to the Investment Manager and to the Company concerning the Sub-Adviser's discharge of the foregoing responsibilities. The Sub-Adviser shall discharge the foregoing responsibilities subject to the written instructions and directions of the Company and its Board of Directors and their agents, including the officers of the Company and the Investment Manager, and in compliance with (i) such policies as the Company may from time to time establish and communicate to the Sub- 2 Sub-Adviser, (ii) the objectives, policies, and limitations for each the 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 Declaration of Trust of the Company, and (iv) applicable laws and regulations including the 1940 Act, the Investment Advisers Act of 1940, and the Internal Revenue Code of 1986. If a conflict in policies or guidelines referenced herein occurs, the Prospectus and Statement of Additional Information shall control. The Sub-Adviser agrees to perform such duties at its own expense and to provide 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 not, however, pay for the cost of securities, commodities, and other investments (including brokerage commissions and other transaction charges, if any) purchased or sold for a Fund, nor will the Sub-Adviser bear any expenses that would result in the Company's inability to qualify as a regulated investment company under provisions of the Internal Revenue Code.

Duties of Sub Adviser. The Sub-Adviser adviser shall manage the investment and reinvestment of the Managed Assets and determine in its discretion, the securities and other property to be purchased or sold and the portion of the Managed Assets to retain in cash. The Sub-Adviser 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 adviser shall provide the Investment Manager and the Company with records concerning the Sub-Adviseradviser's activities that the Company is required to maintain, and to render regular reports to the Investment Manager and to the Company concerning the Sub-Adviseradviser's discharge of the foregoing responsibilities. The Sub-Adviser adviser shall discharge the foregoing responsibilities subject to the written instructions and directions of the Company and its Board of Directors and their agents, including the officers of the Company and the Investment Manager, and in compliance with (i) such policies as the Company may from time to time establish and communicate to the Sub- 2 Adviseradviser, (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 adviser (the "Prospectus and Statement of Additional Information"), (iii) the Declaration of Trust of the Company, and (iv) applicable laws and regulations including the 1940 Act, the Investment Advisers Act of 1940 and the Internal Revenue Code of 1986. If a conflict in policies or guidelines referenced herein occurs, the Prospectus and Statement of Additional Information shall control. The Sub-Adviser adviser agrees to perform such duties at its own expense and to provide 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 adviser will not, however, pay for the cost of securities, commodities, and other investments (including brokerage commissions and other transaction charges, if any) purchased or sold for a Fund, nor will the Sub-Adviser adviser bear any expenses that would result in the Company's inability to qualify as a regulated investment company under provisions of the Internal Revenue Code.

Duties of Sub Adviser. The Sub-Adviser shall manage the investment and reinvestment of the Managed Assets and determine in its discretion, the securities and other property to be purchased or sold and the portion of the Managed Assets to retain in cash. 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's activities that the Company is required to maintain, and to render regular reports to the Investment Manager and to the Company concerning the Sub-Adviser's discharge of the foregoing responsibilities. The Sub-Adviser shall discharge the foregoing responsibilities subject to the written instructions and directions of the Company and its Board of Directors and their agents, including the officers of the Company and the Investment Manager, and in compliance with (i) such policies as the Company may from time to time establish and communicate to the Sub- 2 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 Declaration of Trust of the Company, and (iv) applicable laws and regulations including the 1940 Act, the Investment Advisers Act of 1940, and the Internal Revenue Code of 1986. If a conflict in policies or guidelines referenced herein occurs, the Prospectus and Statement of Additional Information shall control. The Sub-Adviser agrees to perform such duties at its own expense and to provide 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 not, however, pay for the cost of securities, commodities, and other investments (including brokerage commissions and other transaction charges, if any) purchased or sold for a Fund, nor will the Sub-Adviser bear any expenses that would result in the Company's inability to qualify as a regulated investment company under provisions of the Internal Revenue Code.

Duties of Sub Adviser. The Sub-Adviser adviser shall manage the investment and reinvestment of the Managed Assets and determine in its discretion, the securities and other property to be purchased or sold and the portion of the Managed Assets to retain in cash. The Sub-Adviser 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 adviser shall provide the Investment Manager and the Company with records concerning the Sub-Adviseradviser's activities that the Company is required to maintain, and to render regular reports to the Investment Manager and to the Company concerning the Sub-Adviseradviser's discharge of the foregoing responsibilities. The Sub-Adviser adviser shall discharge the foregoing responsibilities subject to the written instructions and directions of the Company and its Board of Directors and their agents, including the officers of the Company and the Investment Manager, and in compliance with (i) such policies as the Company may from time to time establish and communicate to the Sub- 2 AdviserSub-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 adviser (the "Prospectus and Statement of Additional Information"), (iii) the Declaration of Trust of the Company, and (iv) applicable laws and regulations including the 1940 Act, the Investment Advisors Act of 1940, and the Internal Revenue Code of 1986. If a conflict in policies or guidelines referenced herein occurs, the Prospectus and Statement of Additional Information shall control. The Sub-Adviser adviser agrees to perform such duties at its own expense and to provide 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 adviser will not, however, pay for the cost of securities, commodities, and other investments (including brokerage commissions and other transaction charges, if any) purchased or sold for a Fund, nor will the Sub-Adviser adviser bear any expenses that would result in the Company's inability to qualify as a regulated investment company under provisions of the Internal Revenue Code.

Duties of Sub Adviser. The (a) Subject to the direction and oversight of the Board of Trustees (the “Board”) of the Babson Capital Global Short Duration High Yield Fund, a voluntary association organized and existing under and by virtue of the laws of the Commonwealth of Massachusetts (the “Fund”), and the Manager, the Manager hereby appoints the Sub-Adviser shall Adviser, to manage the investment and reinvestment of the Managed Assets and determine in its discretion, the securities and other property to be purchased or sold and the a portion of the Managed assets of the 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 the Fund’s 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 all restrictions of applicable law and the Amended and Restated Declaration of Trust and By-Laws of the Fund, and resolutions of the Board as may from time to time be in force and delivered in writing to the Sub-Adviser. (b) The Sub-Adviser agrees during the term of this Agreement to: (i) supervise the investment activities of the 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 retain in cashthe Allocated Assets, determine the securities to be purchased, sold or otherwise disposed of by the Fund and the timing of such purchases, sales and dispositions, including the placing of purchase and sale orders on behalf of the Fund, as necessary or appropriate; (iv) render periodic reports to the Manager as it may reasonably request regarding the Fund’s investment program 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”), and the 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 review make available to the Manager all proxy solicitation materials and shall exercise such records maintained by the Sub-Adviser upon reasonable request. (c) The Sub-Adviser may delegate any voting rights associated of the foregoing responsibilities to a third party with securities comprising the Managed Assets in the best interests consent of the Fund and its shareholders. 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 shall provide is authorized by the Investment Manager and the Company with records concerning the Sub-Adviser's activities that the Company is required to maintain, and to render regular reports to the Investment Manager and to the Company concerning the Sub-Adviser's discharge on behalf of the foregoing responsibilities. The Sub-Adviser shall discharge the foregoing responsibilities subject Fund to the written instructions and directions of the Company and its Board of Directors and their agentsestablish brokerage, including the officers of the Company and the Investment Manager, and in compliance with (i) such policies as the Company may from time to time establish and communicate to the Sub- 2 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 Declaration of Trust of the Company, and (iv) applicable laws and regulations including the 1940 Act and the Internal Revenue Code of 1986. If a conflict in policies or guidelines referenced herein occurs, the Prospectus and Statement of Additional Information shall control. The Sub-Adviser agrees to perform such duties at its own expense and to provide 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 not, however, pay for the cost of securities, commodities, bank and other investments (including brokerage commissions accounts and other transaction charges, if any) purchased or sold for a Fund, nor will the Sub-Adviser bear any expenses that would result in the Company's inability to qualify as a regulated investment company under provisions of the Internal Revenue Codeagreements.

Duties of Sub Adviser. The Sub-Adviser adviser shall manage the investment and reinvestment of the Managed Assets and determine in its discretion, the securities and other property to be purchased or sold and the portion of the Managed Assets to retain in cash. The Sub-Adviser 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 adviser shall provide the Investment Manager and the Company with records concerning the Sub-Adviseradviser's activities that the Company is required to maintain, and to render regular reports to the Investment Manager and to the Company concerning the Sub-Adviser's discharge of the foregoing responsibilities. The Sub-Adviser adviser shall discharge the foregoing responsibilities subject to the written instructions and directions of the Company and its Board of Directors and their agents, including the officers of the Company and the Investment Manager, and in compliance with (i) such policies as the Company may from time to time establish and communicate to the Sub- 2 Adviseradviser, (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 adviser (the "Prospectus and Statement of Additional Information"), (iii) the Declaration of Trust of the Company, and (iv) applicable laws and regulations including the 1940 Act, the Investment Advisers Act of 1940, and the Internal Revenue Code of 1986. If a conflict in policies or guidelines referenced herein occurs, the Prospectus and Statement of Additional Information shall control. The Sub-Adviser adviser agrees to perform such duties at its own expense and to provide 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 adviser will not, however, pay for the cost of securities, commodities, and other investments (including brokerage commissions and other transaction charges, if any) purchased or sold for a Fund, nor will the Sub-Adviser adviser bear any expenses that would result in the Company's inability to qualify as a regulated investment company under provisions of the Internal Revenue Code.

Duties of Sub Adviser. The Adviser hereby appoints the Sub-adviser to act as investment Sub-adviser to each Series of the Registrant, for the period and on such terms as are set forth in this Agreement. Subject to the supervision of the Adviser shall and the Board of Trustees of the Registrant (the “Board”), the Adviser employs the Sub-adviser to manage the investment and reinvestment of the Managed Assets assets of the Series, to continuously review, supervise and determine in its discretionadminister the investment program of the Series, to advise of the securities and other property to be purchased or sold and the portion of the Managed Assets Series’ assets to retain in cash. The Subbe held un-Adviser shall review all proxy solicitation materials invested, to designate the identity and shall exercise any voting rights associated with weighting of the securities comprising the Managed Assets in the best interests of Deposit Securities and the Fund and its shareholders. The Sub-Adviser shall Securities (as such terms are defined in the Registration Statement), to provide the Investment Manager Adviser and the Company Registrant with records concerning the Sub-Adviser's adviser’s activities that which the Company Registrant is required to maintain, and to render regular reports to the Investment Manager Adviser, the Registrant’s officers and to the Company Board concerning the Sub-Adviser's adviser’s discharge of the foregoing responsibilities. A/ 75192513.10 The Sub-adviser will oversee the maintenance of all books and records with respect to the securities transactions of each Series, and will furnish the Board with such periodic and special reports as the Board reasonably may request. In compliance with the requirements of Rule 31 a-3 under the 1940 Act, the Sub-adviser agrees that all records which it maintains for the Registrant are the property of the Registrant, agrees to preserve for the periods prescribed by Rule 31 a-2 under the 1940 Act any records which it maintains for the Registrant and which are required to be maintained by Rule 31 a-I under the 1940 Act and further agrees to surrender promptly to the Registrant any records which it so maintains, upon request by the Registrant. The Sub-Adviser adviser shall discharge the foregoing responsibilities subject to the written instructions control and directions supervision of the Company Adviser and its the officers and the Board of Directors and their agents, including the officers of the Company and the Investment ManagerRegistrant, and in compliance with (i) such policies as the Company may from time to time establish and communicate to the Sub- 2 Adviser, (ii) the objectives, policies, policies and limitations for each Fund set forth in the Prospectus Registrant’s Registration Statement, including the Series’ prospectus and Statement statement of Additional Information as those documents may from time to time be amended or supplemented from additional information, applicable laws and delivered to regulations. In carrying out its responsibilities hereunder, the Sub-adviser will consult with the Adviser (on a continuous basis regarding the "Prospectus and Statement of Additional Information"), (iii) the Declaration of Trust management of the Company, and (iv) applicable laws and regulations including the 1940 Act and the Internal Revenue Code of 1986. If a conflict in policies or guidelines referenced herein occurs, the Prospectus and Statement of Additional Information shall controlSeries. The Sub-Adviser adviser accepts such employment and agrees to perform such duties render the services and to provide, at its own expense and to provide 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 hereintherein. The Sub-adviser shall be responsible for reviewing proxy solicitation materials or voting and handling proxies in relation to the securities held as assets in each of the Series. The Sub-adviser shall promptly notify the Adviser will not, however, pay for the cost of securities, commodities, and other investments (including brokerage commissions and other transaction charges, if any) purchased or sold for a Fund, nor will any financial condition that is reasonably likely to impair the Sub-adviser’s ability to fulfill its commitment under the Agreement. The Sub-adviser shall furnish to the Adviser bear any expenses that would result in or the Company's inability Board of Trustees such periodic reports and special reports, balance sheets or financial information, and such other information with regard to qualify its affairs as a regulated investment company under provisions the Adviser or Board of Trustees may reasonably request. Upon the request of the Internal Revenue CodeAdviser, the Sub-adviser shall also furnish to the Adviser any other information relating to the assets that is required to be filed by the Adviser or the Trust with the SEC or sent to shareholders under the 1940 Act (including the rules adopted thereunder) or any exemptive or other relief that the Adviser or the Trust obtains from the SEC.

Duties of Sub Adviser. The Sub-Adviser adviser shall manage the investment and reinvestment of the Managed Assets and determine in its discretion, the securities and other property to be purchased or sold and the portion of the Managed Assets to retain in cash. The Sub-Adviser 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 adviser shall provide the Investment Manager and the Company with records concerning the Sub-Adviseradviser's activities that the Company is required to maintain, and to render regular reports to the Investment Manager and to the Company concerning the Sub-Adviseradviser's discharge of the foregoing responsibilities. The Sub-Adviser adviser shall discharge the foregoing responsibilities subject to the written instructions and directions of the Company and its Board of Directors and their agents, including the officers of the Company and the Investment Manager, and in compliance with (i) such policies as the Company may from time to time establish and communicate to the Sub- 2 Adviseradviser, (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 adviser (the "Prospectus and Statement of Additional Information"), (iii) the Declaration of Trust of the Company, and (iv) applicable laws and regulations including the 1940 Act, the Investment Advisers Act of 1940 and the Internal Revenue Code of 1986. If a conflict in policies or guidelines referenced herein occurs, the Prospectus and Statement of Additional Information shall control. The Sub-Adviser adviser agrees to perform such duties at its own expense and to provide 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 adviser will not, however, pay for the cost of securities, commodities, and other investments (including brokerage commissions and other transaction charges, if any) purchased or sold for a Fund, nor will the Sub-Adviser bear any expenses that would result in the Company's inability to qualify as a regulated investment company under provisions of the Internal Revenue Code.

Duties of Sub Adviser. The A. Sub-Adviser shall manage the investment adviser is hereby authorized and reinvestment of the Managed Assets directed and determine in its discretion, the securities and other property hereby agrees to be purchased or sold and the portion of the Managed Assets to retain in cash. 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's activities that the Company is required to maintain, and to render regular reports to the Investment Manager and to the Company concerning the Sub-Adviser's discharge of the foregoing responsibilities. The Sub-Adviser shall discharge the foregoing responsibilities subject to the written instructions and directions of the Company and its Board of Directors and their agents, including the officers of the Company and the Investment Manager, and in compliance with (i) such policies as furnish continuously an investment program for the Company may Fund, and (ii) determine from time to time establish what investments shall be purchased, sold or exchanged and communicate what portion of the assets of the Fund shall be held uninvested. Sub-adviser shall perform these duties subject always to (1) the Sub- 2 Adviseroverall supervision of Adviser and the Board of Directors of the Company (the “Board”), (ii2) the Company’s Articles and By-laws (as defined below), as amended from time to time, (3) the stated investment objectives, policies, policies and limitations for each restrictions of the Fund as set forth in the Prospectus and Company’s then current Registration 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"defined below), (iii4) any additional policies or guidelines established by Adviser or the Declaration of Trust of the CompanyBoard that have been furnished in writing to Sub-adviser, and (iv5) applicable laws and regulations including provisions of law, including, without limitation, all applicable provisions of the 1940 Act and the rules and regulations thereunder, and (6) the provisions of the Internal Revenue Code of 1986, as amended (“Code”) applicable to “regulated investment companies” (as defined in Section 851 of the Code), as amended from time to time. If a conflict Adviser shall promptly notify Sub-adviser in writing of changes to (2), (3), or (4) above and shall consult with Sub-adviser before making any changes relating solely to the Fund’s investment objectives, policies and/or restrictions as set forth in the Registration Statement, as well as to any additional policies and/or guidelines established by Adviser or guidelines referenced herein occursthe Board that have been furnished in writing to Sub-adviser. In accordance with Section VI, the Prospectus and Statement of Additional Information shall control. The Sub-Adviser agrees to perform such duties at its own expense and to provide the office space, furnishings and equipment and the personnel required by it to perform the services on the terms and shall place orders for the compensation provided herein. The Sub-Adviser will not, however, pay for the cost purchase and sale of securities, commodities, securities and other investments (for the Fund’s account and will exercise full discretion and act for the Company in the same manner and with the same force and effect as the Company might or could do with respect to such purchases, sales, or other transactions, as well as with respect to all other things necessary or incidental to the furtherance or conduct of such purchases, sales, or other transactions, including brokerage commissions and other transaction chargeswithout limitation, if any) purchased or sold for a management of cash balances in the Fund, nor will the . B. Sub-Adviser bear any expenses that would result adviser shall have no responsibility with respect to maintaining custody of the Fund’s assets. Sub-adviser shall affirm security transactions with central depositories and advise the custodian of the Fund (“Custodian”), as identified in the Company's inability to qualify ’s Registration Statement, or such depositories or agents as a regulated investment company under provisions may be designated by Custodian and Adviser promptly of each purchase and sale of the Internal Revenue CodeFund 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. Sub-adviser shall from time to time provide Custodian and Adviser with evidence of authority of its personnel who are authorized to give instructions to Custodian.

Duties of Sub Adviser. The Subject to the general supervision of the Manager and the Board, the Sub-Adviser shall manage the investment and reinvestment of the Managed Assets and determine in its discretioneach Fund’s assets. In this regard, the securities and other property to be purchased or sold and the portion of the Managed Assets to retain in cash. 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's activities that the Company is required to maintain: (1) shall provide supervision of each Fund’s assets, and to render regular reports to the Investment Manager and to the Company concerning the Sub-Adviser's discharge of the foregoing responsibilities. The Sub-Adviser shall discharge the foregoing responsibilities subject to the written instructions and directions of the Company and its Board of Directors and their agents, including the officers of the Company and the Investment Manager, and in compliance with (i) such policies as the Company may from time to time establish and communicate to the Sub- 2 Adviser, (ii) the objectives, policies, and limitations furnish a continuous investment program for each Fund set forth in the accordance with such Fund’s Prospectus and Statement of Additional Information (“SAI”) included as those documents may part of the Trust’s registration statement filed with the SEC and written investment guidelines provided by the Manager (the “Investment Guidelines”), which Investment Guidelines shall, among other things, describe each Fund’s investment objectives, policies and investment restrictions, and shall determine, from time to time time, what securities or other investments will be amended purchased, retained or supplemented from sold by each Fund and what portion of the assets of each Fund will be invested or held uninvested as cash; (2) (a) in accordance with the Sub-Adviser’s proxy voting policies, procedures and guidelines, shall vote proxies or cause such proxies to be voted, exercise consents, and exercise all other rights appertaining to securities and assets held by each Fund, other than class actions and other types of collective or group securities litigation against or involving any issuer of securities held in or formerly held by a Fund (e.g., foreign opt-in actions) (collectively, “Group Securities Litigation”) which, as specified below, shall be the responsibility of the Manager, and (b) maintain all Fund proxy voting records as required by law and deliver or caused to be delivered such information to the Trust in such manner and format to enable the Trust to prepare and file Form N-PX for each Fund; (3) shall, as appropriate for the Fund assets it retains discretion over, select broker-dealers to execute portfolio transactions for each Fund. All purchase and sale orders will be placed with broker-dealers who are selected by the Sub-Adviser (as able to provide “best execution” of such orders for the "Prospectus and Statement of Additional Information")Funds. This responsibility shall not, (iii) however, be deemed to obligate the Declaration of Trust of the Company, and (iv) applicable laws and regulations including the 1940 Act and the Internal Revenue Code of 1986. If a conflict in policies or guidelines referenced herein occurs, the Prospectus and Statement of Additional Information shall controlSub-Adviser to solicit competitive bids for each transaction. The Sub-Adviser agrees that all portfolio transactions it executes with a broker or dealer which is an “affiliated person” (as defined in the 1940 Act) of the Sub-Adviser will be executed pursuant to perform the Trust’s Rule 17e-1 Policies and Procedures. In seeking best execution, the Sub-Adviser shall use its best efforts to seek to execute portfolio transactions at prices which are advantageous to the Funds and at commission rates which are reasonable in relation to the benefits received. In selecting brokers or dealers to execute such duties at orders, the Sub-Adviser is expressly authorized to consider the fact that a broker or dealer has furnished statistical, research or other information or services that may enhance the Sub-Adviser’s research and portfolio management capability generally. It is further understood that in accordance with Section 28(e) of the Securities Exchange Act of 1934, as amended (“1934 Act”), the Sub-Adviser may use a broker whose commissions on transactions may exceed the commissions that another broker would have charged for effecting the transactions, provided that the Sub-Adviser determines in good faith that the amount of commission charged was reasonable in relation to the value of brokerage and/or research services (as defined in Section 28(e)) provided by such broker, viewed in terms either of each Fund or the Sub-Adviser’s overall responsibilities to the Sub-Adviser’s discretionary accounts; (4) may, on occasions when it deems the purchase or sale of a security or other instrument to be in the best interests of a Fund as well as other fiduciary or agency accounts managed by the Sub-Adviser, aggregate, to the extent permitted by applicable laws and regulations, the securities or other instruments to be sold or purchased in order to obtain best execution. In such event, allocation of the securities or other instruments so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Sub-Adviser in the manner it considers to be most equitable and consistent with its fiduciary obligations to such Fund and to such other accounts; (5) may execute all documents and agreements with brokers and dealers for the purposes of managing a Fund, provided that: (i) the Sub-Adviser does not contravene a Fund’s Prospectus or SAI; (ii) should the Sub-Adviser aggregate transactions of a Fund with other client accounts managed by the Sub-Adviser, any liability or amounts due from other client accounts will not be attributable or chargeable to such Fund; and (iii) the Sub-Adviser shall reasonably determine that the terms of any such document or contract are not disadvantageous to a Fund and that the interests of the Fund are adequately protected; specifically, the Sub-Adviser is authorized, on behalf of a Fund, to open brokerage accounts and to execute, on its own expense behalf or on behalf of a Fund, account documentation, agreements, contracts and to provide other documents requested by brokers, dealers, counterparties and other persons in connection with Sub-Adviser’s duties under this Agreement. In such respect, and only for this limited purpose, the office space, furnishings and equipment Sub-Adviser shall act as the Adviser’s and the personnel required by it to perform the services on the terms Fund’s agents and for the compensation provided hereinattorneys-in-fact. The Sub-Adviser will notis authorized, however, pay for the cost on behalf of securities, commodities, and other investments (including brokerage commissions and other transaction charges, if any) purchased or sold for a Fund, nor will to enter into futures account agreements, ISDA master agreements and related documents, and to open accounts and take other necessary or appropriate actions related thereto, in accordance with the applicable procedures of the Trust and Fund; (6) in connection with its management of each Fund, shall take into account, where possible, anticipated purchases and redemptions of shares; (7) understanding that the Funds are valued on a daily basis, shall provide timely assistance to the Manager and/or the Sub-Manager in determining or confirming, consistent with the policies stated in the Funds’ Prospectus and SAI, the value of any portfolio securities or other assets for which the Manager or the Sub-Manager seeks assistance from Sub-Adviser or identifies for review by Sub-Adviser. This assistance shall include (but is not limited to): (i) designating and providing access to one or more employees of Sub- Adviser who are knowledgeable about the security/issuer, its financial condition, trading and/or other relevant factors for valuation, which employees shall be made available by Sub-Adviser for consultation with the Manager or the Sub-Manager upon reasonable advance notice; (ii) assisting the Manager or the Sub-Manager in obtaining bids and offers or quotes from broker/dealers or market-makers with respect to securities or other assets held in the Funds (to the extent reasonably practicable); (iii) confirming pricing and/or providing recommendations for fair valuations of securities or other assets where a market value is not readily available or has otherwise been deemed by Sub-Adviser to be not reliable (e.g., “Level 3” assets within the ASC 820 fair value hierarchy); (iv) taking into account the time sensitive nature of the matter, promptly informing the Manager and/or the Sub-Manager, as appropriate, of significant developments that in the judgment of Sub-Adviser affect the value of any security or other asset held in the Funds with respect to the aforementioned fair valuation recommendations that have been made by the Sub-Adviser; and (v) maintaining adequate records and written backup information with respect to the securities valuation assistance provided xxxxxxxxx, and providing such information to the Manager and the Sub-Manager upon request, with such records being deemed Fund records. (8) shall have not have any responsibility to, and shall not, initiate, consider or participate in any bankruptcy, Group Securities Litigation or to advise or take any action with respect to any litigation (which responsibility shall remain with the Manager) on behalf of the Manager or any Fund. However, the Sub-Adviser bear shall reasonably consult with the Manager at the Manager’s request in this regard; and (9) to the extent the Sub-Adviser, on behalf of a Fund, (i) acquires any expenses that would result security in reliance on Rule 10f-3 under the Company's inability 1940 Act; (ii) acquires any security in reliance on Rule 12d3-1 under the 1940 Act; or (iii) engages in any transaction in reliance on Rule 17a-10 under the 1940 Act, shall not, with respect to qualify as a regulated investment company under provisions transactions of the Internal Revenue CodeFund in securities or other assets, consult with the other sub-manager, sub-adviser or money manager causing (or whose affiliated person is causing) the need for the acquisition or transaction to rely on such Rule.

Duties of Sub Adviser. The Sub-Adviser shall manage the investment and reinvestment of the Managed Assets and determine in its discretion, the securities and other property to be purchased or sold and the portion of the Managed Assets to retain in cash. 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's activities that the Company is required to maintain, and to render regular reports to the Investment Manager and to the Company concerning the Sub-Adviser's discharge of the foregoing responsibilities. The Sub-Adviser shall discharge the foregoing responsibilities subject to the written instructions and directions of the Company and its Board of Directors and their agents, including the officers of the Company Fund and the Investment Manager, and in compliance with (i) such policies as the Company may from time to time establish and communicate to the Sub- 2 Adviser, (iiSub-Adviser,(ii) the objectives, policies, and limitations for each the Short Duration Fund set forth in the Prospectus and Statement of Additional Information as those documents may from time to time be amended or supplemented from time to time and delivered to the Sub-Adviser (the "Prospectus and Statement of Additional Information"), (iiiInformation"),(iii) the Declaration of Trust of the Company, and (iv) applicable laws and regulations including the Investment Company Act of 1940 Act (the "40 Act") and the Internal Revenue Code of 1986. If a conflict in policies or guidelines referenced herein occurs, the Prospectus and Statement of Additional Information shall control. The Sub-Adviser agrees to perform such duties at its own expense and to provide 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 not, however, pay for the cost of securities, commodities, and other investments (including brokerage commissions and other transaction charges, if any) purchased or sold for a the Fund, nor will the Sub-Adviser bear any expenses that would result in the Company's inability to qualify as a regulated investment company under provisions of the Internal Revenue Code.