Common use of Further Duties Clause in Contracts

Further Duties. (a) In all matters relating to the performance of this Contract, each Sub-Adviser will act in conformity with the Agreement and Declaration of Trust, By-Laws and Registration Statement of the Trust and with the instructions and directions of the Adviser and the Board and will comply with the requirements of the 1940 Act, the rules, regulations, exemptive orders and no-action positions thereunder, and all other applicable laws and regulations. (b) Each Sub-Adviser shall maintain compliance procedures for the Trust that it and the Adviser reasonably believe are adequate to ensure compliance with the federal securities laws (as defined in Rule 38a-1 of the ▇▇▇▇ ▇▇▇) and the investment objective(s) and policies as stated in the Trust's prospectus and statement of additional information. Each Sub-Adviser at its expense will provide the Adviser or the Trust's Chief Compliance Officer with such compliance reports relating to its duties under this Contract as may be requested from time to time. Notwithstanding the foregoing, each Sub-Adviser will promptly report to the Adviser any material violations of the federal securities laws (as defined in Rule 38a-1 of the ▇▇▇▇ ▇▇▇) that it is or should be aware of or of any material violation of the Sub-Adviser's compliance policies and procedures that pertain to the Trust. (c) Each Sub-Adviser at its expense will make available to the Board and the Adviser at reasonable times its portfolio managers and other appropriate personnel, either in person or, at the mutual convenience of the Adviser and the Sub-Adviser, by telephone, in order to review the investment policies, performance and other investment related information regarding the Trust and to consult with the Board and the Adviser regarding the Trust's investment affairs, including economic, statistical and investment matters related to the Sub-Adviser's duties hereunder, and will provide periodic reports to the Adviser relating to the investment strategies it employs. Each Sub-Adviser and its personnel shall also cooperate fully with counsel and auditors for, and the Chief Compliance Officer of, the Adviser and the Trust. (d) Each Sub-Adviser will assist in the fair valuation of portfolio securities held by the Trust. The Sub-Adviser will use its reasonable efforts to provide, based upon its own expertise, and to arrange with parties independent of the Sub-Adviser such as broker-dealers for the provision of, valuation information or prices for securities for which prices are deemed by the Adviser or the Trust's administrator not to be readily available in the ordinary course of business from an automated pricing service. In addition, each Sub-Adviser will assist the Trust and its agents in determining whether prices obtained for valuation purposes accurately reflect market price information relating to the assets of the Trust at such times as the Adviser shall reasonably request, including but not limited to, the hours after the close of a securities market and prior to the daily determination of the Trust's net asset value per share. (e) Each Sub-Adviser represents and warrants that it has adopted a code of ethics meeting the requirements of Rule 17j-1 under the 1940 Act and the requirements of Rule 204A-1 under the Advisers Act and has provided the Adviser and the Board a copy of such code of ethics, together with evidence of its adoption, and will promptly provide copies of any changes thereto, together with evidence of their adoption. Upon request of the Adviser, but in any event no less frequently than annually, each Sub-Adviser will supply the Adviser a written report that (A) describes any issues arising under the code of ethics or procedures since the Sub-Adviser's last report, including but not limited to material violations of the code of ethics or procedures and sanctions imposed in response to the material violations; and (B) certifies that the procedures contained in the Sub-Adviser's code of ethics are reasonably designed to prevent "access persons" from violating the code of ethics. (f) Upon request of the Adviser, each Sub-Adviser will review draft reports to shareholders and other documents provided or available to it and provide comments on a timely basis. In addition, each Sub-Adviser and each officer and portfolio manager thereof designated by the Adviser will provide on a timely basis such certifications or sub-certifications as the Adviser may reasonably request in order to support and facilitate certifications required to be provided by the Trust's Principal Executive Officer and Principal Financial Officer and will adopt such disclosure controls and procedures in support of the disclosure controls and procedures adopted by the Trust as the Adviser, on behalf of the Trust, deems are reasonably necessary. (g) Unless otherwise directed by the Adviser or the Board, each Sub-Adviser will vote all proxies received in accordance with the Adviser's proxy voting policy or, if the Sub-Adviser has a proxy voting policy approved by the Board, the Sub-Adviser's proxy voting policy. Each Sub-Adviser shall maintain and shall forward to the Trust or its designated agent such proxy voting information as is necessary for the Trust to timely file proxy voting results in accordance with Rule 30b1-4 of the 1940 Act. (h) Each Sub-Adviser shall provide the Trust's custodian on each business day with information relating to all transactions concerning the assets of the Trust and shall provide the Adviser with such information upon request of the Adviser.

Further Duties. (a) In all matters relating to the performance of this Contract, each Sub-Adviser will act in conformity with the Agreement and Declaration of Trust, By-Laws and Registration Statement of the Trust and with the instructions and directions of the Adviser and the Board and will comply with the requirements of the 1940 Act, the rules, regulations, exemptive orders and no-action positions thereunder, and all other applicable laws and regulations. (b) Each Sub-Adviser shall maintain compliance procedures for the Trust that it and the Adviser reasonably believe are adequate to ensure compliance with the federal securities laws (as defined in Rule 38a-1 of under the ▇▇▇▇ ▇▇▇) and the investment objective(s) and policies as stated in the Trust's prospectus prospectuses and statement statements of additional information. Each Sub-Adviser at its expense will provide the Adviser or the TrustFund's Chief Compliance Officer with such compliance reports relating to its duties under this Contract as may be requested from time to time. Notwithstanding the foregoing, each Sub-Adviser will promptly report to the Adviser any material violations of the federal securities laws (as defined in Rule 38a-1 of under the ▇▇▇▇ ▇▇▇) that it is or should be aware of or of any material violation of the Sub-Adviser's compliance policies and procedures that pertain to the Trust. (c) Each Sub-Adviser at its expense will make available to the Board and the Adviser at reasonable times its portfolio managers and other appropriate personnel, either in person or, at the mutual convenience of the Adviser and the Sub-Adviser, by telephone, in order to review the investment policies, performance and other investment related information regarding the Trust and to consult with the Board and the Adviser regarding the Trust's investment affairs, including economic, statistical and investment matters related to the Sub-Adviser's duties hereunder, and will provide periodic reports to the Adviser relating to the investment strategies it employs. Each Sub-Adviser and its personnel shall also cooperate fully with counsel and auditors for, and the Chief Compliance Officer of, the Adviser and the Trust. (d) Each Sub-Adviser will assist in the fair valuation of portfolio securities held by the Trust. The Sub-Adviser will use its reasonable efforts to provide, based upon its own expertise, and to arrange with parties independent of the Sub-Adviser such as broker-dealers for the provision of, valuation information or prices for securities for which prices are deemed by the Adviser or the Trust's administrator not to be readily available in the ordinary course of business from an automated pricing service. In addition, each Sub-Adviser will assist the Trust and its agents in determining whether prices obtained for valuation purposes accurately reflect market price information relating to the assets of the Trust at such times as the Adviser shall reasonably request, including but not limited to, the hours after the close of a securities market and prior to the daily determination of the Trust's net asset value per share. (e) Each Sub-Adviser represents and warrants that it has adopted a code of ethics meeting the requirements of Rule 17j-1 under the 1940 Act and the requirements of Rule 204A-1 under the Advisers Act and has provided the Adviser and the Board a copy of such code of ethics, together with evidence of its adoption, and will promptly provide copies of any changes thereto, together with evidence of their adoption. Upon request of the Adviser, but in any event no less frequently than annually, each Sub-Adviser will supply the Adviser a written report that (A) describes any issues arising under the code of ethics or procedures since the Sub-Adviser's last report, including but not limited to material violations of the code of ethics or procedures and sanctions imposed in response to the material violations; and (B) certifies that the procedures contained in the Sub-Adviser's code of ethics are reasonably designed to prevent "access persons" from violating the code of ethics. (f) Upon request of the Adviser, each Sub-Adviser will review draft reports to shareholders and other documents provided or available to it and provide comments on a timely basis. In addition, each Sub-Adviser and each officer and portfolio manager thereof designated by the Adviser will provide on a timely basis such certifications or sub-certifications as the Adviser may reasonably request in order to support and facilitate certifications required to be provided by the Trust's Principal Executive Officer and Principal Financial Officer and will adopt such disclosure controls and procedures in support of the disclosure controls and procedures adopted by the Trust as the Adviser, on behalf of the Trust, deems are reasonably necessary. (g) Unless otherwise directed by the Adviser or the Board, each Sub-Adviser will vote all proxies received in accordance with the Adviser's proxy voting policy or, if the Sub-Adviser has a proxy voting policy approved by the Board, the Sub-Adviser's proxy voting policy. Each Sub-Adviser shall maintain and shall forward to the Trust or its designated agent such proxy voting information as is necessary for the Trust to timely file proxy voting results in accordance with Rule 30b1-4 of under the 1940 Act. (h) Each Sub-Adviser shall provide the Trust's custodian on each business day with information relating to all transactions concerning the assets of the Trust and shall provide the Adviser with such information upon request of the Adviser.

Further Duties. (a) In all matters relating to the performance of this Contract, each Sub-Adviser will act in conformity with the Agreement and Declaration of Trust, By-Laws and Registration Statement of the Trust and with the instructions and directions of the Adviser and the Board and will comply with the requirements of the 1940 Act, the rules, regulations, exemptive orders and no-action positions thereunder, and all other applicable laws and regulations. (b) Each Sub-Adviser shall maintain compliance procedures for the Trust Funds that it and the Adviser reasonably believe are adequate to ensure compliance with the federal securities laws (as defined in Rule 38a-1 of the ▇▇▇▇ ▇▇▇) and the investment objective(s) and policies as stated in the Trust's prospectus Funds’ prospectuses and statement of additional information. Each Sub-Adviser at its expense will provide the Adviser or the Trust's ’s Chief Compliance Officer with such compliance reports relating to its duties under this Contract as may be requested from time to time. Notwithstanding the foregoing, each Sub-Adviser will promptly report to the Adviser any material violations of the federal securities laws (as defined in Rule 38a-1 of the ▇▇▇▇ ▇▇▇) that it is or should be aware of or of any material violation of the Sub-Adviser's ’s compliance policies and procedures that pertain to the TrustFunds. (c) Each Sub-Adviser at its expense will make available to the Board and the Adviser at reasonable times its portfolio managers and other appropriate personnel, either in person or, at the mutual convenience of the Adviser and the Sub-Adviser, by telephone, in order to review the investment policies, performance and other investment related information regarding the Trust Funds and to consult with the Board and the Adviser regarding the Trust's Funds’ investment affairs, including economic, statistical and investment matters related to the Sub-Adviser's ’s duties hereunder, and will provide periodic reports to the Adviser relating to the investment strategies it employs. Each Sub-Adviser and its personnel shall also cooperate fully with counsel and auditors for, and the Chief Compliance Officer of, the Adviser and the Trust. (d) Each Sub-Adviser will assist in the fair valuation of portfolio securities held by the TrustFunds. The Sub-Adviser will use its reasonable efforts to provide, based upon its own expertise, and to arrange with parties independent of the Sub-Adviser such as broker-dealers for the provision of, valuation information or prices for securities for which prices are deemed by the Adviser or the Trust's ’s administrator not to be readily available in the ordinary course of business from an automated pricing service. In addition, each Sub-Adviser will assist the Trust Funds and its their agents in determining whether prices obtained for valuation purposes accurately reflect market price information relating to the assets of the Trust Funds at such times as the Adviser shall reasonably request, including but not limited to, the hours after the close of a securities market and prior to the daily determination of the Trust's a Fund’s net asset value per share. (e) Each Sub-Adviser represents and warrants that it has adopted a code of ethics meeting the requirements of Rule 17j-1 under the 1940 Act and the requirements of Rule 204A-1 under the Advisers Act and has provided the Adviser and the Board a copy of such code of ethics, together with evidence of its adoption, and will promptly provide copies of any changes thereto, together with evidence of their adoption. Upon request of the Adviser, but in any event no less frequently than annually, each Sub-Adviser will supply the Adviser a written report that (A) describes any issues arising under the code of ethics or procedures since the Sub-Adviser's ’s last report, including but not limited to material violations of the code of ethics or procedures and sanctions imposed in response to the material violations; and (B) certifies that the procedures contained in the Sub-Adviser's ’s code of ethics are reasonably designed to prevent "“access persons" ” from violating the code of ethics. (f) Upon request of the Adviser, each Sub-Adviser will review draft reports to shareholders and other documents provided or available to it and provide comments on a timely basis. In addition, each Sub-Adviser and each officer and portfolio manager thereof designated by the Adviser will provide on a timely basis such certifications or sub-certifications as the Adviser may reasonably request in order to support and facilitate certifications required to be provided by the Trust's ’s Principal Executive Officer and Principal Financial Officer and will adopt such disclosure controls and procedures in support of the disclosure controls and procedures adopted by the Trust as the Adviser, on behalf of the Trust, deems are reasonably necessary. (g) Unless otherwise directed by the Adviser or the Board, each Sub-Adviser will vote all proxies received in accordance with the Adviser's ’s proxy voting policy or, if the Sub-Adviser has a proxy voting policy approved by the Board, the Sub-Adviser's ’s proxy voting policy. Each Sub-Adviser shall maintain and shall forward to the Trust Funds or its their designated agent such proxy voting information as is necessary for the Trust Funds to timely file proxy voting results in accordance with Rule 30b1-4 of the 1940 Act. (h) Each Sub-Adviser shall provide the Trust's Funds’ custodian on each business day with information relating to all transactions concerning the assets of the Trust Funds and shall provide the Adviser with such information upon request of the Adviser.

Further Duties. (a) In all matters relating to the performance of this Contract, each the Sub-Adviser will act in conformity with the Agreement and Declaration of Trust, By-Laws and Registration Statement of the Trust and with the instructions and directions of the Adviser and the Board and will comply with the requirements of the 1940 Act, the rules, regulations, exemptive orders and no-action positions thereunder, and all other applicable laws and regulations. (b) Each The Sub-Adviser shall maintain compliance procedures for the Trust Funds that it and the Adviser reasonably believe are adequate to ensure compliance with the federal securities laws (as defined in Rule 38a-1 of the ▇▇▇▇ ▇▇▇) and the investment objective(s) and policies as stated in the Trust's prospectus Funds’ prospectuses and statement statements of additional information. Each The Sub-Adviser at its expense will provide the Adviser or the Trust's ’s Chief Compliance Officer with such compliance reports relating to its duties under this Contract as may be requested from time to time. Notwithstanding the foregoing, each the Sub-Adviser will promptly report to the Adviser any material violations of the federal securities laws (as defined in Rule 38a-1 of the ▇▇▇▇ ▇▇▇) that it is or should be aware of or of any material violation of the Sub-Adviser's ’s compliance policies and procedures that pertain to the TrustFunds. (c) Each The Sub-Adviser at its expense will make available to the Board and the Adviser at reasonable times its portfolio managers and other appropriate personnel, either in person or, at the mutual convenience of the Adviser and the Sub-Adviser, by telephone, in order to review the investment policies, performance and other investment related information regarding the Trust Funds and to consult with the Board and the Adviser regarding the Trust's Funds’ investment affairs, including economic, statistical and investment matters related to the Sub-Adviser's ’s duties hereunder, and will provide periodic reports to the Adviser relating to the investment strategies it employs. Each The Sub-Adviser and its personnel shall also cooperate fully with counsel and auditors for, and the Chief Compliance Officer of, the Adviser and the Trust. (d) Each The Sub-Adviser will assist in the fair valuation of portfolio securities held by the TrustFunds. The Sub-Adviser will use its reasonable efforts to provide, based upon its own expertise, and to arrange with parties independent of the Sub-Adviser such as broker-dealers for the provision of, valuation information or prices for securities for which prices are deemed by the Adviser or the Trust's ’s administrator not to be readily available in the ordinary course of business from an automated pricing service. In addition, each the Sub-Adviser will assist the Trust Funds and its their agents in determining whether prices obtained for valuation purposes accurately reflect market price information relating to the assets of the Trust Funds at such times as the Adviser shall reasonably request, including but not limited to, the hours after the close of a securities market and prior to the daily determination of the Trust's a Fund’s net asset value per share. (e) Each The Sub-Adviser represents and warrants that it has adopted a code of ethics meeting the requirements of Rule 17j-1 under the 1940 Act and the requirements of Rule 204A-1 under the Advisers Act and has provided the Adviser and the Board a copy of such code of ethics, together with evidence of its adoption, and will promptly provide copies of any changes thereto, together with evidence of their adoption. Upon request of the Adviser, but in any event no less frequently than annually, each the Sub-Adviser will supply the Adviser a written report that (A) describes any issues arising under the code of ethics or procedures since the Sub-Adviser's ’s last report, including but not limited to material violations of the code of ethics or procedures and sanctions imposed in response to the material violations; and (B) certifies that the procedures contained in the Sub-Adviser's ’s code of ethics are reasonably designed to prevent "“access persons" ” from violating the code of ethics. (f) Upon request of the Adviser, each the Sub-Adviser will review draft reports to shareholders and other documents provided or available to it and provide comments on a timely basis. In addition, each the Sub-Adviser and each officer and portfolio manager thereof designated by the Adviser will provide on a timely basis such certifications or sub-certifications as the Adviser may reasonably request in order to support and facilitate certifications required to be provided by the Trust's ’s Principal Executive Officer and Principal Financial Officer and will adopt such disclosure controls and procedures in support of the disclosure controls and procedures adopted by the Trust as the Adviser, on behalf of the Trust, deems are reasonably necessary. (g) Unless otherwise directed by the Adviser or the Board, each the Sub-Adviser will vote all proxies received in accordance with the Adviser's ’s proxy voting policy or, if the Sub-Adviser has a proxy voting policy approved by the Board, the Sub-Adviser's ’s proxy voting policy. Each The Sub-Adviser shall maintain and shall forward to the Trust Funds or its their designated agent such proxy voting information as is necessary for the Trust Funds to timely file proxy voting results in accordance with Rule 30b1-4 of the 1940 Act. (h) Each The Sub-Adviser shall provide the Trust's Funds’ custodian on each business day with information relating to all transactions concerning the assets of the Trust Funds and shall provide the Adviser with such information upon request of the Adviser.

Further Duties. (a) In all matters relating to the performance of this Contract, each Sub-Adviser Advisor will act in conformity with the Agreement and Declaration of Trust, By-Laws and Registration Statement of the Trust and with the instructions and directions of the Adviser Advisor and the Board and will comply with the requirements of the 1940 Act, the rules, regulations, exemptive orders and no-action positions thereunder, and all other applicable laws and regulations. (b) Each Sub-Adviser Advisor shall maintain compliance procedures for the Trust Funds that it and the Adviser Advisor reasonably believe are adequate to ensure compliance with the federal securities laws (as defined in Rule 38a-1 of the ▇▇▇▇ ▇▇▇) and the investment objective(s) and policies as stated in the Trust's prospectus Funds' prospectuses and statement statements of additional information. Each Sub-Adviser Advisor at its expense will provide the Adviser Advisor or the Trust's Chief Compliance Officer with such compliance reports relating to its duties under this Contract as may be requested from time to time. Notwithstanding the foregoing, each Sub-Adviser Advisor will promptly report to the Adviser Advisor any material violations of the federal securities laws (as defined in Rule 38a-1 of the ▇▇▇▇ ▇▇▇) that it is or should be aware of or of any material violation of the Sub-AdviserAdvisor's compliance policies and procedures that pertain to the TrustFunds. (c) Each Sub-Adviser Advisor at its expense will make available to the Board and the Adviser Advisor at reasonable times its portfolio managers and other appropriate personnel, either in person or, at the mutual convenience of the Adviser Advisor and the Sub-AdviserAdvisor, by telephone, in order to review the investment policies, performance and other investment related information regarding the Trust Funds and to consult with the Board and the Adviser Advisor regarding the Trust's Funds' investment affairs, including economic, statistical and investment matters related to the Sub-AdviserAdvisor's duties hereunder, and will provide periodic reports to the Adviser Advisor relating to the investment strategies it employs. Each Sub-Adviser Advisor and its personnel shall also cooperate fully with counsel and auditors for, and the Chief Compliance Officer of, the Adviser Advisor and the Trust. (d) Each Sub-Adviser Advisor will assist in the fair valuation of portfolio securities held by the TrustFunds. The Sub-Adviser Advisor will use its reasonable efforts to provide, based upon its own expertise, and to arrange with parties independent of the Sub-Adviser Advisor such as broker-dealers for the provision of, valuation information or prices for securities for which prices are deemed by the Adviser Advisor or the Trust's administrator not to be readily available in the ordinary course of business from an automated pricing service. In addition, each Sub-Adviser Advisor will assist the Trust Funds and its their agents in determining whether prices obtained for valuation purposes accurately reflect market price information relating to the assets of the Trust Funds at such times as the Adviser Advisor shall reasonably request, including but not limited to, the hours after the close of a securities market and prior to the daily determination of the Trusta Fund's net asset value per share. (e) Each Sub-Adviser Advisor represents and warrants that it has adopted a code of ethics meeting the requirements of Rule 17j-1 under the 1940 Act and the requirements of Rule 204A-1 under the Advisers Advisors Act and has provided the Adviser Advisor and the Board a copy of such code of ethics, together with evidence of its adoption, and will promptly provide copies of any changes thereto, together with evidence of their adoption. Upon request of the AdviserAdvisor, but in any event no less frequently than annually, each Sub-Adviser Advisor will supply the Adviser Advisor a written report that (A) describes any issues arising under the code of ethics or procedures since the Sub-AdviserAdvisor's last report, including but not limited to material violations of the code of ethics or procedures and sanctions imposed in response to the material violations; and (B) certifies that the procedures contained in the Sub-AdviserAdvisor's code of ethics are reasonably designed to prevent "access persons" from violating the code of ethics. (f) Upon request of the AdviserAdvisor, each Sub-Adviser Advisor will review draft reports to shareholders and other documents provided or available to it and provide comments on a timely basis. In addition, each Sub-Adviser Advisor and each officer and portfolio manager thereof designated by the Adviser Advisor will provide on a timely basis such certifications or sub-certifications as the Adviser Advisor may reasonably request in order to support and facilitate certifications required to be provided by the Trust's Principal Executive Officer and Principal Financial Officer and will adopt such disclosure controls and procedures in support of the disclosure controls and procedures adopted by the Trust as the AdviserAdvisor, on behalf of the Trust, deems are reasonably necessary. (g) Unless otherwise directed by the Adviser Advisor or the Board, each Sub-Adviser Advisor will vote all proxies received in accordance with the AdviserAdvisor's proxy voting policy or, if the Sub-Adviser Advisor has a proxy voting policy approved by the Board, the Sub-AdviserAdvisor's proxy voting policy. Each Sub-Adviser Advisor shall maintain and shall forward to the Trust Funds or its their designated agent such proxy voting information as is necessary for the Trust Funds to timely file proxy voting results in accordance with Rule 30b1-4 of the 1940 Act. (h) Each Sub-Adviser Advisor shall provide the Trust's Funds' custodian on each business day with information relating to all transactions concerning the assets of the Trust Funds and shall provide the Adviser Advisor with such information upon request of the AdviserAdvisor.

Further Duties. (a) In all matters relating to the performance of this Contract, each the Sub-Adviser Advisor will act in conformity with the Agreement and Declaration of Trust, By-Laws and Registration Statement of the Trust and with the instructions and directions of the Adviser Advisor and the Board and will comply with the requirements of the 1940 Act, the rules, regulations, exemptive orders and no-action positions thereunder, and all other applicable laws and regulations. (b) Each The Sub-Adviser Advisor shall maintain compliance procedures for the Trust Fund that it and the Adviser Advisor reasonably believe are adequate to ensure compliance with the federal securities laws (as defined in Rule 38a-1 of under the ▇▇▇▇ ▇▇▇) and the investment objective(s) and policies as stated in the Trust's Fund’s prospectus and statement of additional information. Each The Sub-Adviser Advisor at its expense will provide the Adviser Advisor or the Trust's ’s Chief Compliance Officer with such compliance reports relating to its duties under this Contract as may be requested from time to time. Notwithstanding the foregoing, each the Sub-Adviser Advisor will promptly report to the Adviser Advisor any material violations of the federal securities laws (as defined in Rule 38a-1 of under the ▇▇▇▇ ▇▇▇) that it is or should be aware of or of any material violation of the Sub-Adviser's Advisor’s compliance policies and procedures that pertain to the TrustFund. (c) Each The Sub-Adviser Advisor at its expense will make available to the Board and the Adviser Advisor at reasonable times its portfolio managers and other appropriate personnel, either in person or, at the mutual convenience of the Adviser Advisor and the Sub-AdviserAdvisor, by telephone, in order to review the investment policies, performance and other investment related information regarding the Trust Fund and to consult with the Board and the Adviser Advisor regarding the Trust's Fund’s investment affairs, including economic, statistical and investment matters related to the Sub-Adviser's Advisor’s duties hereunder, and will provide periodic reports to the Adviser Advisor relating to the investment strategies it employs. Each The Sub-Adviser Advisor and its personnel shall also cooperate fully with counsel and auditors for, and the Chief Compliance Officer of, the Adviser Advisor and the Trust. (d) Each The Sub-Adviser Advisor will assist in the fair valuation of portfolio securities held by the TrustFund. The Sub-Adviser Advisor will use its reasonable efforts to provide, based upon its own expertise, and to arrange with parties independent of the Sub-Adviser Advisor such as broker-dealers for the provision of, valuation information or prices for securities for which prices are deemed by the Adviser Advisor or the Trust's ’s administrator not to be readily available in the ordinary course of business from an automated pricing service. In addition, each the Sub-Adviser Advisor will assist the Trust Fund and its agents in determining whether prices obtained for valuation purposes accurately reflect market price information relating to the assets of the Trust Fund at such times as the Adviser Advisor shall reasonably request, including but not limited to, the hours after the close of a securities market and prior to the daily determination of the Trust's Fund’s net asset value per share. (e) Each The Sub-Adviser Advisor represents and warrants that it has adopted a code of ethics meeting the requirements of Rule 17j-1 under the 1940 Act and the requirements of Rule 204A-1 under the Advisers Advisors Act and has provided the Adviser Advisor and the Board a copy of such code of ethics, together with evidence of its adoption, and will promptly provide copies of any changes thereto, together with evidence of their adoption. Upon request of the AdviserAdvisor, but in any event no less frequently than annually, each the Sub-Adviser Advisor will supply the Adviser Advisor a written report that (A) describes any issues arising under the code of ethics or procedures since the Sub-Adviser's Advisor’s last report, including but not limited to material violations of the code of ethics or procedures and sanctions imposed in response to the material violations; and (B) certifies that the procedures contained in the Sub-Adviser's Advisor’s code of ethics are reasonably designed to prevent "“access persons" ” from violating the code of ethics. (f) Upon request of the AdviserAdvisor, each the Sub-Adviser Advisor will review draft reports to shareholders and other documents provided or available to it and provide comments on a timely basis. In addition, each the Sub-Adviser Advisor and each officer and portfolio manager thereof designated by the Adviser Advisor will provide on a timely basis such certifications or sub-certifications as the Adviser Advisor may reasonably request in order to support and facilitate certifications required to be provided by the Trust's ’s Principal Executive Officer and Principal Financial Officer and will adopt such disclosure controls and procedures in support of the disclosure controls and procedures adopted by the Trust as the AdviserAdvisor, on behalf of the Trust, deems are reasonably necessary. (g) Unless otherwise directed by the Adviser Advisor or the Board, each the Sub-Adviser Advisor will vote all proxies received in accordance with the Adviser's Advisor’s proxy voting policy or, if the Sub-Adviser Advisor has a proxy voting policy approved by the Board, the Sub-Adviser's Advisor’s proxy voting policy. Each The Sub-Adviser Advisor shall maintain and shall forward to the Trust Fund or its designated agent such proxy voting information as is necessary for the Trust Fund to timely file proxy voting results in accordance with Rule 30b1-4 of the 1940 Act. (h) Each The Sub-Adviser Advisor shall provide the Trust's Fund’s custodian on each business day with information relating to all transactions concerning the assets of the Trust Fund and shall provide the Adviser Advisor with such information upon request of the AdviserAdvisor.

Further Duties. (a) In all matters relating to the performance of this Contract, each Sub-Adviser will act in conformity with the Agreement and Articles of Incorporation or Declaration of Trust, as applicable, By-Laws and Registration Statement of the Trust each Fund and with the instructions and directions of the Adviser and the Board and will comply with the requirements of the 1940 Act, the rules, regulations, exemptive orders and no-action positions thereunder, and all other applicable laws and regulations. (b) Each Sub-Adviser shall maintain compliance procedures for the Trust Funds that it and the Adviser reasonably believe are adequate to ensure compliance with the federal securities laws (as defined in Rule 38a-1 of under the ▇▇▇▇ ▇▇▇) and the investment objective(s) and policies as stated in the Trust's prospectus Funds' prospectuses and statement statements of additional information. Each Sub-Adviser at its expense will provide the Adviser or the TrustFund's Chief Compliance Officer with such compliance reports relating to its duties under this Contract as may be requested from time to time. Notwithstanding the foregoing, each Sub-Adviser will promptly report to the Adviser any material violations of the federal securities laws (as defined in Rule 38a-1 of under the ▇▇▇▇ ▇▇▇) that it is or should be aware of or of any material violation of the Sub-Adviser's compliance policies and procedures that pertain to the TrustFunds. (c) Each Sub-Adviser at its expense will make available to the Board and the Adviser at reasonable times its portfolio managers and other appropriate personnel, either in person or, at the mutual convenience of the Adviser and the Sub-Adviser, by telephone, in order to review the investment policies, performance and other investment related information regarding the Trust Funds and to consult with the Board and the Adviser regarding the Trust's Funds' investment affairs, including economic, statistical and investment matters related to the Sub-Adviser's duties hereunder, and will provide periodic reports to the Adviser relating to the investment strategies it employs. Each Sub-Adviser and its personnel shall also cooperate fully with counsel and auditors for, and the Chief Compliance Officer of, the Adviser and the TrustFund. (d) Each Sub-Adviser will assist in the fair valuation of portfolio securities held by the TrustFunds. The Sub-Adviser will use its reasonable efforts to provide, based upon its own expertise, and to arrange with parties independent of the Sub-Adviser such as broker-dealers for the provision of, valuation information or prices for securities for which prices are deemed by the Adviser or the Trust's Funds' administrator not to be readily available in the ordinary course of business from an automated pricing service. In addition, each Sub-Adviser will assist the Trust Funds and its their agents in determining whether prices obtained for valuation purposes accurately reflect market price information relating to the assets of the Trust Funds at such times as the Adviser shall reasonably request, including but not limited to, the hours after the close of a securities market and prior to the daily determination of the Trusta Fund's net asset value per share. (e) Each Sub-Adviser represents and warrants that it has adopted a code of ethics meeting the requirements of Rule 17j-1 under the 1940 Act and the requirements of Rule 204A-1 under the Advisers Act and has provided the Adviser and the Board a copy of such code of ethics, together with evidence of its adoption, and will promptly provide copies of any changes thereto, together with evidence of their adoption. Upon request of the Adviser, but in any event no less frequently than annually, each Sub-Adviser will supply the Adviser a written report that (A) describes any issues arising under the code of ethics or procedures since the Sub-Adviser's last report, including but not limited to material violations of the code of ethics or procedures and sanctions imposed in response to the material violations; and (B) certifies that the procedures contained in the Sub-Adviser's code of ethics are reasonably designed to prevent "access persons" from violating the code of ethics. (f) Upon request of the Adviser, each Sub-Adviser will review draft reports to shareholders and other documents provided or available to it and provide comments on a timely basis. In addition, each Sub-Adviser and each officer and portfolio manager thereof designated by the Adviser will provide on a timely basis such certifications or sub-certifications as the Adviser may reasonably request in order to support and facilitate certifications required to be provided by the Trust's Funds' Principal Executive Officer and Principal Financial Officer and will adopt such disclosure controls and procedures in support of the disclosure controls and procedures adopted by the Trust Funds as the Adviser, on behalf of the Trust, deems are reasonably necessary. (g) Unless otherwise directed by the Adviser or the Board, each Sub-Adviser will vote all proxies received in accordance with the Adviser's proxy voting policy or, if the Sub-Adviser has a proxy voting policy approved by the Board, the Sub-Adviser's proxy voting policy. Each Sub-Adviser shall maintain and shall forward to the Trust Funds or its their designated agent such proxy voting information as is necessary for the Trust Funds to timely file proxy voting results in accordance with Rule 30b1-4 of under the 1940 Act. (h) Each Sub-Adviser shall provide the Trust's Funds' custodian on each business day with information relating to all transactions concerning the assets of the Trust Funds and shall provide the Adviser with such information upon request of the Adviser.

Further Duties. (a) In all matters relating to the performance of this Contract, each the Sub-Adviser Advisor will act in conformity with the Agreement and Declaration of Trust, By-Laws and Registration Statement of the Trust and with the instructions and directions of the Adviser Advisor and the Board and will comply with the requirements of the 1940 Act, the rules, regulations, exemptive orders and no-action positions thereunder, and all other applicable laws and regulations. (b) Each The Sub-Adviser Advisor shall maintain compliance procedures for the Trust Fund that it and the Adviser Advisor reasonably believe are adequate to ensure compliance with the federal securities laws (as defined in Rule 38a-1 of under the ▇▇▇▇ ▇▇▇) and the investment objective(s) and policies as stated in the TrustFund's prospectus and statement of additional information. Each The Sub-Adviser Advisor at its expense will provide the Adviser Advisor or the Trust's Chief Compliance Officer with such compliance reports relating to its duties under this Contract as may be requested from time to time. Notwithstanding the foregoing, each the Sub-Adviser Advisor will promptly report to the Adviser Advisor any material violations of the federal securities laws (as defined in Rule 38a-1 of under the ▇▇▇▇ ▇▇▇) that it is or should be aware of or of any material violation of the Sub-AdviserAdvisor's compliance policies and procedures that pertain to the TrustFund. (c) Each The Sub-Adviser Advisor at its expense will make available to the Board and the Adviser Advisor at reasonable times its portfolio managers and other appropriate personnel, either in person or, at the mutual convenience of the Adviser and the Sub-Adviser, by telephone, in order to review the investment policies, performance and other investment related information regarding the Trust and to consult with the Board and the Adviser regarding the Trust's investment affairs, including economic, statistical and investment matters related to the Sub-Adviser's duties hereunder, and will provide periodic reports to the Adviser relating to the investment strategies it employs. Each Sub-Adviser and its personnel shall also cooperate fully with counsel and auditors for, and the Chief Compliance Officer of, the Adviser and the Trust.the (d) Each The Sub-Adviser Advisor will assist in the fair valuation of portfolio securities held by the TrustFund. The Sub-Adviser Advisor will use its reasonable efforts to provide, based upon its own expertise, and to arrange with parties independent of the Sub-Adviser Advisor such as broker-dealers for the provision of, valuation information or prices for securities for which prices are deemed by the Adviser Advisor or the Trust's administrator not to be readily available in the ordinary course of business from an automated pricing service. In addition, each the Sub-Adviser Advisor will assist the Trust Fund and its agents in determining whether prices obtained for valuation purposes accurately reflect market price information relating to the assets of the Trust Fund at such times as the Adviser Advisor shall reasonably request, including but not limited to, the hours after the close of a securities market and prior to the daily determination of the TrustFund's net asset value per share. (e) Each The Sub-Adviser Advisor represents and warrants that it has adopted a code of ethics meeting the requirements of Rule 17j-1 under the 1940 Act and the requirements of Rule 204A-1 under the Advisers Advisors Act and has provided the Adviser Advisor and the Board a copy of such code of ethics, together with evidence of its adoption, and will promptly provide copies of any changes thereto, together with evidence of their adoption. Upon request of the AdviserAdvisor, but in any event no less frequently than annually, each the Sub-Adviser Advisor will supply the Adviser Advisor a written report that (A) describes any issues arising under the code of ethics or procedures since the Sub-AdviserAdvisor's last report, including but not limited to material violations of the code of ethics or procedures and sanctions imposed in response to the material violations; and (B) certifies that the procedures contained in the Sub-AdviserAdvisor's code of ethics are reasonably designed to prevent "access persons" from violating the code of ethics. (f) Upon request of the AdviserAdvisor, each the Sub-Adviser Advisor will review draft reports to shareholders and other documents provided or available to it and provide comments on a timely basis. In addition, each the Sub-Adviser Advisor and each officer and portfolio manager thereof designated by the Adviser Advisor will provide on a timely basis such certifications or sub-certifications as the Adviser Advisor may reasonably request in order to support and facilitate certifications required to be provided by the Trust's Principal Executive Officer and Principal Financial Officer and will adopt such disclosure controls and procedures in support of the disclosure controls and procedures adopted by the Trust as the AdviserAdvisor, on behalf of the Trust, deems are reasonably necessary. (g) Unless otherwise directed by the Adviser Advisor or the Board, each the Sub-Adviser Advisor will vote all proxies received in accordance with the AdviserAdvisor's proxy voting policy or, if the Sub-Adviser Advisor has a proxy voting policy approved by the Board, the Sub-AdviserAdvisor's proxy voting policy. Each The Sub-Adviser Advisor shall maintain and shall forward to the Trust Fund or its designated agent such proxy voting information as is necessary for the Trust Fund to timely file proxy voting results in accordance with Rule 30b1-4 of the 1940 Act. (h) Each The Sub-Adviser Advisor shall provide the TrustFund's custodian on each business day with information relating to all transactions concerning the assets of the Trust Fund and shall provide the Adviser Advisor with such information upon request of the AdviserAdvisor.

Further Duties. (a) In all matters relating to the performance of this Contract, each Sub-Adviser will act in conformity with the Agreement and Declaration of Trust, By-Laws and Registration Statement of the Trust and with the instructions and directions of the Adviser and the Board and will comply with the requirements of the 1940 Act, the rules, regulations, exemptive orders and no-action positions thereunder, and all other applicable laws and regulations. (b) Each Sub-Adviser shall maintain compliance procedures for the Trust that it and the Adviser reasonably believe are adequate to ensure compliance with the federal securities laws (as defined in Rule 38a-1 of the ▇▇▇▇ ▇▇▇1940 Act) and the investment objective(s) and policies as stated in the ▇▇ ▇▇▇ Trust's prospectus and statement of additional information. Each Sub-Adviser at its expense will provide the Adviser or the Trust's Chief Compliance Officer with such compliance reports relating to its duties under this Contract as may be requested from time to time. Notwithstanding the foregoing, each Sub-Adviser will promptly report to the Adviser any material violations of the federal securities laws (as defined in Rule 38a-1 of the ▇▇▇▇ ▇▇▇1940 Act) that it is or should be aware of or of any material violation ▇▇▇▇▇tion of the Sub-Adviser's compliance policies and procedures that pertain to the Trust. (c) Each Sub-Adviser at its expense will make available to the Board and the Adviser at reasonable times its portfolio managers and other appropriate personnel, either in person or, at the mutual convenience of the Adviser and the Sub-Adviser, by telephone, in order to review the investment policies, performance and other investment related information regarding the Trust and to consult with the Board and the Adviser regarding the Trust's investment affairs, including economic, statistical and investment matters related to the Sub-Adviser's duties hereunder, and will provide periodic reports to the Adviser relating to the investment strategies it employs. Each Sub-Adviser and its personnel shall also cooperate fully with counsel and auditors for, and the Chief Compliance Officer of, the Adviser and the Trust. (d) Each Sub-Adviser will assist in the fair valuation of portfolio securities held by the Trust. The Sub-Adviser will use its reasonable efforts to provide, based upon its own expertise, and to arrange with parties independent of the Sub-Adviser such as broker-dealers for the provision of, valuation information or prices for securities for which prices are deemed by the Adviser or the Trust's administrator not to be readily available in the ordinary course of business from an automated pricing service. In addition, each Sub-Adviser will assist the Trust and its agents in determining whether prices obtained for valuation purposes accurately reflect market price information relating to the assets of the Trust at such times as the Adviser shall reasonably request, including but not limited to, the hours after the close of a securities market and prior to the daily determination of the Trust's net asset value per share. (e) Each Sub-Adviser represents and warrants that it has adopted a code of ethics meeting the requirements of Rule 17j-1 under the 1940 Act and the requirements of Rule 204A-1 under the Advisers Act and has provided the Adviser and the Board a copy of such code of ethics, together with evidence of its adoption, and will promptly provide copies of any changes thereto, together with evidence of their adoption. Upon request of the Adviser, but in any event no less frequently than annually, each Sub-Adviser will supply the Adviser a written report that (A) describes any issues arising under the code of ethics or procedures since the Sub-Adviser's last report, including but not limited to material violations of the code of ethics or procedures and sanctions imposed in response to the material violations; and (B) certifies that the procedures contained in the Sub-Adviser's code of ethics are reasonably designed to prevent "access persons" from violating the code of ethics. (f) Upon request of the Adviser, each Sub-Adviser will review draft reports to shareholders and other documents provided or available to it and provide comments on a timely basis. In addition, each Sub-Adviser and each officer and portfolio manager thereof designated by the Adviser will provide on a timely basis such certifications or sub-certifications as the Adviser may reasonably request in order to support and facilitate certifications required to be provided by the Trust's Principal Executive Officer and Principal Financial Officer and will adopt such disclosure controls and procedures in support of the disclosure controls and procedures adopted by the Trust as the Adviser, on behalf of the Trust, deems are reasonably necessary. (g) Unless otherwise directed by the Adviser or the Board, each Sub-Adviser will vote all proxies received in accordance with the Adviser's proxy voting policy or, if the Sub-Adviser has a proxy voting policy approved by the Board, the Sub-Adviser's proxy voting policy. Each Sub-Adviser shall maintain and shall forward to the Trust or its designated agent such proxy voting information as is necessary for the Trust to timely file proxy voting results in accordance with Rule 30b1-4 of the 1940 Act. (h) Each Sub-Adviser shall provide the Trust's custodian on each business day with information relating to all transactions concerning the assets of the Trust and shall provide the Adviser with such information upon request of the Adviser.

Further Duties. (a) In all matters relating to the performance of this Contract, each Sub-Adviser will act in conformity with the Agreement and Declaration of Trust, By-Laws and Registration Statement of the Trust and with the instructions and directions of the Adviser and the Board and will comply with the requirements of the 1940 Act, the rules, regulations, exemptive orders and no-action positions thereunder, and all other applicable laws and regulations. (b) Each Sub-Adviser shall maintain compliance procedures for the Trust Funds that it and the Adviser reasonably believe are adequate to ensure compliance with the federal securities laws (as defined in Rule 38a-1 of the ▇▇▇▇ ▇▇▇) and the investment objective(s) and policies as stated in the Trust's prospectus Funds' prospectuses and statement statements of additional information. Each Sub-Adviser at its expense will provide the Adviser or the Trust's Chief Compliance Officer with such compliance reports relating to its duties under this Contract as may be requested from time to time. Notwithstanding the foregoing, each Sub-Adviser will promptly report to the Adviser any material violations of the federal securities laws (as defined in Rule 38a-1 of the ▇▇▇▇ ▇▇▇) that it is or should be aware of or of any material violation of the Sub-Adviser's compliance policies and procedures that pertain to the TrustFunds. (c) Each Sub-Adviser at its expense will make available to the Board and the Adviser at reasonable times its portfolio managers and other appropriate personnel, either in person or, at the mutual convenience of the Adviser and the Sub-Adviser, by telephone, in order to review the investment policies, performance and other investment related information regarding the Trust Funds and to consult with the Board and the Adviser regarding the Trust's Funds' investment affairs, including economic, statistical and investment matters related to the Sub-Adviser's duties hereunder, and will provide periodic reports to the Adviser relating to the investment strategies it employs. Each Sub-Adviser and its personnel shall also cooperate fully with counsel and auditors for, and the Chief Compliance Officer of, the Adviser and the Trust. (d) Each Sub-Adviser will assist in the fair valuation of portfolio securities held by the TrustFunds. The Sub-Adviser will use its reasonable efforts to provide, based upon its own expertise, and to arrange with parties independent of the Sub-Adviser such as broker-dealers for the provision of, valuation information or prices for securities for which prices are deemed by the Adviser or the Trust's administrator not to be readily available in the ordinary course of business from an automated pricing service. In addition, each Sub-Adviser will assist the Trust Funds and its their agents in determining whether prices obtained for valuation purposes accurately reflect market price information relating to the assets of the Trust Funds at such times as the Adviser shall reasonably request, including but not limited to, the hours after the close of a securities market and prior to the daily determination of the Trusta Fund's net asset value per share. (e) Each Sub-Adviser represents and warrants that it has adopted a code of ethics meeting the requirements of Rule 17j-1 under the 1940 Act and the requirements of Rule 204A-1 under the Advisers Act and has provided the Adviser and the Board a copy of such code of ethics, together with evidence of its adoption, and will promptly provide copies of any changes thereto, together with evidence of their adoption. Upon request of the Adviser, but in any event no less frequently than annually, each Sub-Adviser will supply the Adviser a written report that (A) describes any issues arising under the code of ethics or procedures since the Sub-Adviser's last report, including but not limited to material violations of the code of ethics or procedures and sanctions imposed in response to the material violations; and (B) certifies that the procedures contained in the Sub-Adviser's code of ethics are reasonably designed to prevent "access persons" from violating the code of ethics. (f) Upon request of the Adviser, each Sub-Adviser will review draft reports to shareholders and other documents provided or available to it and provide comments on a timely basis. In addition, each Sub-Adviser and each officer and portfolio manager thereof designated by the Adviser will provide on a timely basis such certifications or sub-certifications as the Adviser may reasonably request in order to support and facilitate certifications required to be provided by the Trust's Principal Executive Officer and Principal Financial Officer and will adopt such disclosure controls and procedures in support of the disclosure controls and procedures adopted by the Trust as the Adviser, on behalf of the Trust, deems are reasonably necessary. (g) Unless otherwise directed by the Adviser or the Board, each Sub-Adviser will vote all proxies received in accordance with the Adviser's proxy voting policy or, if the Sub-Adviser has a proxy voting policy approved by the Board, the Sub-Adviser's proxy voting policy. Each Sub-Adviser shall maintain and shall forward to the Trust Funds or its their designated agent such proxy voting information as is necessary for the Trust Funds to timely file proxy voting results in accordance with Rule 30b1-4 of the 1940 Act. (h) Each Sub-Adviser shall provide the Trust's Funds' custodian on each business day with information relating to all transactions concerning the assets of the Trust Funds and shall provide the Adviser with such information upon request of the Adviser.

Further Duties. (a) In all matters relating to the performance of this Contract, each Sub-Adviser will act in conformity with the Agreement and Declaration of Trust, By-Laws and Registration Statement of the Trust and with the instructions and directions of the Adviser and the Board and will comply with the requirements of the 1940 Act, the rules, regulations, exemptive orders and no-action positions thereunder, and all other applicable laws and regulations. (b) Each Sub-Adviser shall maintain compliance procedures for the Trust Funds that it and the Adviser reasonably believe are adequate to ensure compliance with the federal securities laws (as defined in Rule 38a-1 of the ▇▇▇▇ ▇▇▇) and the investment objective(s) and policies as stated in the Trust's prospectus Funds’ prospectuses and statement statements of additional information. Each Sub-Adviser at its expense will provide the Adviser or the Trust's ’s Chief Compliance Officer with such compliance reports relating to its duties under this Contract as may be requested from time to time. Notwithstanding the foregoing, each Sub-Adviser will promptly report to the Adviser any material violations of the federal securities laws (as defined in Rule 38a-1 of the ▇▇▇▇ ▇▇▇) that it is or should be aware of or of any material violation of the Sub-Adviser's ’s compliance policies and procedures that pertain to the TrustFunds. (c) Each Sub-Adviser at its expense will make available to the Board and the Adviser at reasonable times its portfolio managers and other appropriate personnel, either in person or, at the mutual convenience of the Adviser and the Sub-Adviser, by telephone, in order to review the investment policies, performance and other investment related information regarding the Trust Funds and to consult with the Board and the Adviser regarding the Trust's Funds’ investment affairs, including economic, statistical and investment matters related to the Sub-Adviser's ’s duties hereunder, and will provide periodic reports to the Adviser relating to the investment strategies it employs. Each Sub-Adviser and its personnel shall also cooperate fully with counsel and auditors for, and the Chief Compliance Officer of, the Adviser and the Trust. (d) Each Sub-Adviser will assist in the fair valuation of portfolio securities held by the TrustFunds. The Sub-Adviser will use its reasonable efforts to provide, based upon its own expertise, and to arrange with parties independent of the Sub-Adviser such as broker-dealers for the provision of, valuation information or prices for securities for which prices are deemed by the Adviser or the Trust's ’s administrator not to be readily available in the ordinary course of business from an automated pricing service. In addition, each Sub-Adviser will assist the Trust Funds and its their agents in determining whether prices obtained for valuation purposes accurately reflect market price information relating to the assets of the Trust Funds at such times as the Adviser shall reasonably request, including but not limited to, the hours after the close of a securities market and prior to the daily determination of the Trust's a Fund’s net asset value per share. (e) Each Sub-Adviser represents and warrants that it has adopted a code of ethics meeting the requirements of Rule 17j-1 under the 1940 Act and the requirements of Rule 204A-1 under the Advisers Act and has provided the Adviser and the Board a copy of such code of ethics, together with evidence of its adoption, and will promptly provide copies of any changes thereto, together with evidence of their adoption. Upon request of the Adviser, but in any event no less frequently than annually, each Sub-Adviser will supply the Adviser a written report that (A) describes any issues arising under the code of ethics or procedures since the Sub-Adviser's ’s last report, including but not limited to material violations of the code of ethics or procedures and sanctions imposed in response to the material violations; and (B) certifies that the procedures contained in the Sub-Adviser's ’s code of ethics are reasonably designed to prevent "“access persons" ” from violating the code of ethics. (f) Upon request of the Adviser, each Sub-Adviser will review draft reports to shareholders and other documents provided or available to it and provide comments on a timely basis. In addition, each Sub-Adviser and each officer and portfolio manager thereof designated by the Adviser will provide on a timely basis such certifications or sub-certifications as the Adviser may reasonably request in order to support and facilitate certifications required to be provided by the Trust's ’s Principal Executive Officer and Principal Financial Officer and will adopt such disclosure controls and procedures in support of the disclosure controls and procedures adopted by the Trust as the Adviser, on behalf of the Trust, deems are reasonably necessary. (g) Unless otherwise directed by the Adviser or the Board, each Sub-Adviser will vote all proxies received in accordance with the Adviser's ’s proxy voting policy or, if the Sub-Adviser has a proxy voting policy approved by the Board, the Sub-Adviser's ’s proxy voting policy. Each Sub-Adviser shall maintain and shall forward to the Trust Funds or its their designated agent such proxy voting information as is necessary for the Trust Funds to timely file proxy voting results in accordance with Rule 30b1-4 of the 1940 Act. (h) Each Sub-Adviser shall provide the Trust's Funds’ custodian on each business day with information relating to all transactions concerning the assets of the Trust Funds and shall provide the Adviser with such information upon request of the Adviser.

Further Duties. (a) In all matters relating to the performance of this Contract, each Sub-Adviser will act in conformity with the Agreement and Articles of Incorporation or Declaration of Trust, as applicable, By-Laws and Registration Statement of the Trust each Fund and with the instructions and directions of the Adviser and the Board and will comply with the requirements of the 1940 Act, the rules, regulations, exemptive orders and no-action positions thereunder, and all other applicable laws and regulations. (b) Each Sub-Adviser shall maintain compliance procedures for the Trust Funds that it and the Adviser reasonably believe are adequate to ensure compliance with the federal securities laws (as defined in Rule 38a-1 of under the ▇▇▇▇ ▇▇▇1940 Act) and the investment objective(s) and policies as stated in the Trust's prospectus stat▇▇ ▇▇ ▇▇e Funds' prospectuses and statement statements of additional information. Each Sub-Adviser at its expense will provide the Adviser or the TrustFund's Chief Compliance Officer with such compliance reports relating to its duties under this Contract as may be requested from time to time. Notwithstanding the foregoing, each Sub-Adviser will promptly report to the Adviser any material violations of the federal securities laws (as defined in Rule 38a-1 of under the ▇▇▇▇ ▇▇▇1940 Act) that it is or should be aware of or of any material violation mate▇▇▇▇ ▇▇▇lation of the Sub-Adviser's compliance policies and procedures that pertain to the TrustFunds. (c) Each Sub-Adviser at its expense will make available to the Board and the Adviser at reasonable times its portfolio managers and other appropriate personnel, either in person or, at the mutual convenience of the Adviser and the Sub-Adviser, by telephone, in order to review the investment policies, performance and other investment related information regarding the Trust Funds and to consult with the Board and the Adviser regarding the Trust's Funds' investment affairs, including economic, statistical and investment matters related to the Sub-Adviser's duties hereunder, and will provide periodic reports to the Adviser relating to the investment strategies it employs. Each Sub-Adviser and its personnel shall also cooperate fully with counsel and auditors for, and the Chief Compliance Officer of, the Adviser and the TrustFund. (d) Each Sub-Adviser will assist in the fair valuation of portfolio securities held by the TrustFunds. The Sub-Adviser will use its reasonable efforts to provide, based upon its own expertise, and to arrange with parties independent of the Sub-Adviser such as broker-dealers for the provision of, valuation information or prices for securities for which prices are deemed by the Adviser or the Trust's Funds' administrator not to be readily available in the ordinary course of business from an automated pricing service. In addition, each Sub-Adviser will assist the Trust Funds and its their agents in determining whether prices obtained for valuation purposes accurately reflect market price information relating to the assets of the Trust Funds at such times as the Adviser shall reasonably request, including but not limited to, the hours after the close of a securities market and prior to the daily determination of the Trusta Fund's net asset value per share. (e) Each Sub-Adviser represents and warrants that it has adopted a code of ethics meeting the requirements of Rule 17j-1 under the 1940 Act and the requirements of Rule 204A-1 under the Advisers Act and has provided the Adviser and the Board a copy of such code of ethics, together with evidence of its adoption, and will promptly provide copies of any changes thereto, together with evidence of their adoption. Upon request of the Adviser, but in any event no less frequently than annually, each Sub-Adviser will supply the Adviser a written report that (A) describes any issues arising under the code of ethics or procedures since the Sub-Adviser's last report, including but not limited to material violations of the code of ethics or procedures and sanctions imposed in response to the material violations; and (B) certifies that the procedures contained in the Sub-Adviser's code of ethics are reasonably designed to prevent "access persons" from violating the code of ethics. (f) Upon request of the Adviser, each Sub-Adviser will review draft reports to shareholders and other documents provided or available to it and provide comments on a timely basis. In addition, each Sub-Adviser and each officer and portfolio manager thereof designated by the Adviser will provide on a timely basis such certifications or sub-certifications as the Adviser may reasonably request in order to support and facilitate certifications required to be provided by the Trust's Funds' Principal Executive Officer and Principal Financial Officer and will adopt such disclosure controls and procedures in support of the disclosure controls and procedures adopted by the Trust Funds as the Adviser, on behalf of the Trust, deems are reasonably necessary. (g) Unless otherwise directed by the Adviser or the Board, each Sub-Adviser will vote all proxies received in accordance with the Adviser's proxy voting policy or, if the Sub-Adviser has a proxy voting policy approved by the Board, the Sub-Adviser's proxy voting policy. Each Sub-Adviser shall maintain and shall forward to the Trust Funds or its their designated agent such proxy voting information as is necessary for the Trust Funds to timely file proxy voting results in accordance with Rule 30b1-4 of under the 1940 Act. (h) Each Sub-Adviser shall provide the Trust's Funds' custodian on each business day with information relating to all transactions concerning the assets of the Trust Funds and shall provide the Adviser with such information upon request of the Adviser.

Further Duties. (a) In all matters relating to the performance of this Contract, each Sub-Adviser will act in conformity with the Agreement and Declaration of Trust, By-Laws and Registration Statement of the Trust and with the instructions and directions of the Adviser and the Board and will comply with the requirements of the 1940 Act, the rules, regulations, exemptive orders and no-action positions thereunder, and all other applicable laws and regulations. (b) Each Sub-Adviser shall maintain compliance procedures for the Trust Funds that it and the Adviser reasonably believe are adequate to ensure compliance with the federal securities laws (as Sub-Item 77Q1(e) defined in Rule 38a-1 of the ▇▇▇▇ ▇▇▇1940 Act) and the investment objective(s) and policies as stated in the Trust's prospectus ▇▇ ▇▇▇ Funds' prospectuses and statement statements of additional information. Each Sub-Adviser at its expense will provide the Adviser or the Trust's Chief Compliance Officer with such compliance reports relating to its duties under this Contract as may be requested from time to time. Notwithstanding the foregoing, each Sub-Adviser will promptly report to the Adviser any material violations of the federal securities laws (as defined in Rule 38a-1 of the ▇▇▇▇ ▇▇▇1940 Act) that it is or should be aware of or of any material violation vi▇▇▇▇▇▇▇ of the Sub-Adviser's compliance policies and procedures that pertain to the TrustFunds. (c) Each Sub-Adviser at its expense will make available to the Board and the Adviser at reasonable times its portfolio managers and other appropriate personnel, either in person or, at the mutual convenience of the Adviser and the Sub-Adviser, by telephone, in order to review the investment policies, performance and other investment related information regarding the Trust Funds and to consult with the Board and the Adviser regarding the Trust's Funds' investment affairs, including economic, statistical and investment matters related to the Sub-Adviser's duties hereunder, and will provide periodic reports to the Adviser relating to the investment strategies it employs. Each Sub-Adviser and its personnel shall also cooperate fully with counsel and auditors for, and the Chief Compliance Officer of, the Adviser and the Trust. (d) Each Sub-Adviser will assist in the fair valuation of portfolio securities held by the TrustFunds. The Sub-Adviser will use its reasonable efforts to provide, based upon its own expertise, and to arrange with parties independent of the Sub-Adviser such as broker-dealers for the provision of, valuation information or prices for securities for which prices are deemed by the Adviser or the Trust's administrator not to be readily available in the ordinary course of business from an automated pricing service. In addition, each Sub-Adviser will assist the Trust Funds and its their agents in determining whether prices obtained for valuation purposes accurately reflect market price information relating to the assets of the Trust Funds at such times as the Adviser shall reasonably request, including but not limited to, the hours after the close of a securities market and prior to the daily determination of the Trusta Fund's net asset value per share. (e) Each Sub-Adviser represents and warrants that it has adopted a code of ethics meeting the requirements of Rule 17j-1 under the 1940 Act and the requirements of Rule 204A-1 under the Advisers Act and has provided the Adviser and the Board a copy of such code of ethics, together with evidence of its adoption, and will promptly provide copies of any changes thereto, together with evidence of their adoption. Upon request of the Adviser, but in any event no less frequently than annually, each Sub-Adviser will supply the Adviser a written report that (A) describes any issues arising under the code of ethics or procedures since the Sub-Adviser's last report, including but not limited to material violations of the code of ethics or procedures and sanctions imposed in response to the material violations; and (B) certifies that the procedures contained in the Sub-Adviser's code of ethics are reasonably designed to prevent "access persons" from violating the code of ethics. (f) Upon request of the Adviser, each Sub-Adviser will review draft reports to shareholders and other documents provided or available to it and provide comments on a timely basis. In addition, each Sub-Adviser and each officer and portfolio manager thereof designated by the Adviser will provide on a timely basis such certifications or sub-certifications as the Adviser may reasonably request in order to support and facilitate certifications required to be provided by the Trust's Principal Executive Officer and Principal Financial Officer and will adopt such disclosure controls and procedures in support of the disclosure controls and procedures adopted by the Trust as the Adviser, on behalf of the Trust, deems are reasonably necessary. (g) Unless otherwise directed by the Adviser or the Board, each Sub-Adviser will vote all proxies received in accordance with the Adviser's proxy voting policy or, if the Sub-Adviser has a proxy voting policy approved by the Board, the Sub-Adviser's proxy voting policy. Each Sub-Adviser shall maintain and shall forward to the Trust Funds or its their designated agent such proxy voting information as is necessary for the Trust Funds to timely file proxy voting results in accordance with Rule 30b1-4 of the 1940 Act. (h) Each Sub-Adviser shall provide the Trust's Funds' custodian on each business day with information relating to all transactions concerning the assets of the Trust Funds and shall provide the Adviser with such information upon request of the Adviser.. Sub-Item 77Q1(e)

Further Duties. (a) In all matters relating to the performance of this Contract, each Sub-Adviser will act in conformity with the Agreement and Declaration of Trust, By-Laws and Registration Statement of the Trust Fund and with the instructions and directions of the Adviser and the Board and will comply with the requirements of the 1940 Act, the rules, regulations, exemptive orders and no-action positions thereunder, and all other applicable laws and regulations. (b) Each Sub-Adviser shall maintain compliance procedures for the Trust Fund that it and the Adviser reasonably believe are adequate to ensure compliance with the federal securities laws (as defined in Rule 38a-1 of the ▇▇▇▇ ▇▇▇) and the investment objective(s) and policies as stated in the Trust's Fund’s prospectus and statement of additional information. Each Sub-Adviser at its expense will provide the Adviser or the Trust's Fund’s Chief Compliance Officer with such compliance reports relating to its duties under this Contract as may be requested from time to time. Notwithstanding the foregoing, each Sub-Adviser will promptly report to the Adviser any material violations of the federal securities laws (as defined in Rule 38a-1 of the ▇▇▇▇ ▇▇▇) that it is or should be aware of or of any material violation of the Sub-Adviser's ’s compliance policies and procedures that pertain to the TrustFund. (c) Each Sub-Adviser at its expense will make available to the Board and the Adviser at reasonable times its portfolio managers and other appropriate personnel, either in person or, at the mutual convenience of the Adviser and the Sub-Adviser, by telephone, in order to review the investment policies, performance and other investment related information regarding the Trust Fund and to consult with the Board and the Adviser regarding the Trust's Fund’s investment affairs, including economic, statistical and investment matters related to the Sub-Adviser's ’s duties hereunder, and will provide periodic reports to the Adviser relating to the investment strategies it employs. Each Sub-Adviser and its personnel shall also cooperate fully with counsel and auditors for, and the Chief Compliance Officer of, the Adviser and the TrustFund. (d) Each Sub-Adviser will assist in the fair valuation of portfolio securities held by the TrustFund. The Sub-Adviser will use its reasonable efforts to provide, based upon its own expertise, and to arrange with parties independent of the Sub-Adviser such as broker-dealers for the provision of, valuation information or prices for securities for which prices are deemed by the Adviser or the Trust's Fund’s administrator not to be readily available in the ordinary course of business from an automated pricing service. In addition, each Sub-Adviser will assist the Trust Fund and its agents in determining whether prices obtained for valuation purposes accurately reflect market price information relating to the assets of the Trust Fund at such times as the Adviser shall reasonably request, including but not limited to, the hours after the close of a securities market and prior to the daily determination of the Trust's Fund’s net asset value per share. (e) Each Sub-Adviser represents and warrants that it has adopted a code of ethics meeting the requirements of Rule 17j-1 under the 1940 Act and the requirements of Rule 204A-1 under the Advisers Act and has provided the Adviser and the Board a copy of such code of ethics, together with evidence of its adoption, and will promptly provide copies of any changes thereto, together with evidence of their adoption. Upon request of the Adviser, but in any event no less frequently than annually, each Sub-Adviser will supply the Adviser a written report that (A) describes any issues arising under the code of ethics or procedures since the Sub-Adviser's ’s last report, including but not limited to material violations of the code of ethics or procedures and sanctions imposed in response to the material violations; and (B) certifies that the procedures contained in the Sub-Adviser's ’s code of ethics are reasonably designed to prevent "“access persons" ” from violating the code of ethics. (f) Upon request of the Adviser, each Sub-Adviser will review draft reports to shareholders and other documents provided or available to it and provide comments on a timely basis. In addition, each Sub-Adviser and each officer and portfolio manager thereof designated by the Adviser will provide on a timely basis such certifications or sub-certifications as the Adviser may reasonably request in order to support and facilitate certifications required to be provided by the Trust's Fund’s Principal Executive Officer and Principal Financial Officer and will adopt such disclosure controls and procedures in support of the disclosure controls and procedures adopted by the Trust Fund as the Adviser, on behalf of the TrustFund, deems are reasonably necessary. (g) Unless otherwise directed by the Adviser or the Board, each Sub-Adviser will vote all proxies received in accordance with the Adviser's ’s proxy voting policy or, if the Sub-Adviser has a proxy voting policy approved by the Board, the Sub-Adviser's ’s proxy voting policy. Each Sub-Adviser shall maintain and shall forward to the Trust Fund or its designated agent such proxy voting information as is necessary for the Trust Fund to timely file proxy voting results in accordance with Rule 30b1-4 of the 1940 Act. (h) Each Sub-Adviser shall provide the Trust's Fund’s custodian on each business day with information relating to all transactions concerning the assets of the Trust Fund and shall provide the Adviser with such information upon request of the Adviser.

Further Duties. (a) In all matters relating to the performance of this Contract, each Sub-Adviser Advisor will act in conformity with the Agreement and Declaration of Trust, By-Laws and Registration Statement of the Trust and with the instructions and directions of the Adviser Advisor and the Board and will comply with the requirements of the 1940 Act, the rules, regulations, exemptive orders and no-action positions thereunder, and all other applicable laws and regulations. (b) Each Sub-Adviser Advisor shall maintain compliance procedures for the Trust Funds that it and the Adviser Advisor reasonably believe are adequate to ensure compliance with the federal securities laws (as defined in Rule 38a-1 of the ▇▇▇▇ ▇▇▇1940 Act) and the investment objective(s) and policies as stated in the Trust's prospectus state▇ ▇▇ ▇▇▇ Funds' prospectuses and statement statements of additional information. Each Sub-Adviser Advisor at its expense will provide the Adviser Advisor or the Trust's Chief Compliance Officer with such compliance reports relating to its duties under this Contract as may be requested from time to time. Notwithstanding the foregoing, each Sub-Adviser Advisor will promptly report to the Adviser Advisor any material violations of the federal securities laws (as defined in Rule 38a-1 of the ▇▇▇▇ ▇▇▇1940 Act) that it is or should be aware of or of any material violation v▇▇▇▇▇▇▇▇ of the Sub-AdviserAdvisor's compliance policies and procedures that pertain to the TrustFunds. (c) Each Sub-Adviser Advisor at its expense will make available to the Board and the Adviser Advisor at reasonable times its portfolio managers and other appropriate personnel, either in person or, at the mutual convenience of the Adviser Advisor and the Sub-AdviserAdvisor, by telephone, in order to review the investment policies, performance and other investment related information regarding the Trust Funds and to consult with the Board and the Adviser Advisor regarding the Trust's Funds' investment affairs, including economic, statistical and investment matters related to the Sub-AdviserAdvisor's duties hereunder, and will provide periodic reports to the Adviser Advisor relating to the investment strategies it employs. Each Sub-Adviser Advisor and its personnel shall also cooperate fully with counsel and auditors for, and the Chief Compliance Officer of, the Adviser Advisor and the Trust. (d) Each Sub-Adviser Advisor will assist in the fair valuation of portfolio securities held by the TrustFunds. The Sub-Adviser Advisor will use its reasonable efforts to provide, based upon its own expertise, and to arrange with parties independent of the Sub-Adviser Advisor such as broker-dealers for the provision of, valuation information or prices for securities for which prices are deemed by the Adviser Advisor or the Trust's administrator not to be readily available in the ordinary course of business from an automated pricing service. In addition, each Sub-Adviser Advisor will assist the Trust Funds and its their agents in determining whether prices obtained for valuation purposes accurately reflect market price information relating to the assets of the Trust Funds at such times as the Adviser Advisor shall reasonably request, including but not limited to, the hours after the close of a securities market and prior to the daily determination of the Trusta Fund's net asset value per share. (e) Each Sub-Adviser Advisor represents and warrants that it has adopted a code of ethics meeting the requirements of Rule 17j-1 under the 1940 Act and the requirements of Rule 204A-1 under the Advisers Advisors Act and has provided the Adviser Advisor and the Board a copy of such code of ethics, together with evidence of its adoption, and will promptly provide copies of any changes thereto, together with evidence of their adoption. Upon request of the AdviserAdvisor, but in any event no less frequently than annually, each Sub-Adviser Advisor will supply the Adviser Advisor a written report that (A) describes any issues arising under the code of ethics or procedures since the Sub-AdviserAdvisor's last report, including but not limited to material violations of the code of ethics or procedures and sanctions imposed in response to the material violations; and (B) certifies that the procedures contained in the Sub-AdviserAdvisor's code of ethics are reasonably designed to prevent "access persons" from violating the code of ethics. (f) Upon request of the AdviserAdvisor, each Sub-Adviser Advisor will review draft reports to shareholders and other documents provided or available to it and provide comments on a timely basis. In addition, each Sub-Adviser Advisor and each officer and portfolio manager thereof designated by the Adviser Advisor will provide on a timely basis such certifications or sub-certifications as the Adviser Advisor may reasonably request in order to support and facilitate certifications required to be provided by the Trust's Principal Executive Officer and Principal Financial Officer and will adopt such disclosure controls and procedures in support of the disclosure controls and procedures adopted by the Trust as the AdviserAdvisor, on behalf of the Trust, deems are reasonably necessary. (g) Unless otherwise directed by the Adviser Advisor or the Board, each Sub-Adviser Advisor will vote all proxies received in accordance with the AdviserAdvisor's proxy voting policy or, if the Sub-Adviser Advisor has a proxy voting policy approved by the Board, the Sub-AdviserAdvisor's proxy voting policy. Each Sub-Adviser Advisor shall maintain and shall forward to the Trust Funds or its their designated agent such proxy voting information as is necessary for the Trust Funds to timely file proxy voting results in accordance with Rule 30b1-4 of the 1940 Act. (h) Each Sub-Adviser Advisor shall provide the Trust's Funds' custodian on each business day with information relating to all transactions concerning the assets of the Trust Funds and shall provide the Adviser Advisor with such information upon request of the AdviserAdvisor.

Further Duties. (a) In all matters relating to the performance of this Contract, each Sub-Adviser will act in conformity with the Agreement and Declaration of Trust, By-Laws and Registration Statement of the Trust and with the instructions and directions of the Adviser and the Board and will comply with the requirements of the 1940 Act, the rules, regulations, exemptive orders and no-action positions thereunder, and all other applicable laws and regulations. (b) Each Sub-Adviser shall maintain compliance procedures for the Trust Funds that it and the Adviser reasonably believe are adequate to ensure compliance with the federal securities laws (as defined in Rule 38a-1 of the ▇▇▇▇ ▇▇▇1940 Act) and the investment objective(s) and policies as stated in the Trust's prospectus ▇▇ ▇▇▇ Funds' prospectuses and statement statements of additional information. Each Sub-Adviser at its expense will provide the Adviser or the Trust's Chief Compliance Officer with such compliance reports relating to its duties under this Contract as may be requested from time to time. Notwithstanding the foregoing, each Sub-Adviser will promptly report to the Adviser any material violations of the federal securities laws (as defined in Rule 38a-1 of the ▇▇▇▇ ▇▇▇1940 Act) that it is or should be aware of or of any material violation vi▇▇▇▇▇▇▇ of the Sub-Adviser's compliance policies and procedures that pertain to the TrustFunds. (c) Each Sub-Adviser at its expense will make available to the Board and the Adviser at reasonable times its portfolio managers and other appropriate personnel, either in person or, at the mutual convenience of the Adviser and the Sub-Adviser, by telephone, in order to review the investment policies, performance and other investment related information regarding the Trust Funds and to consult with the Board and the Adviser regarding the Trust's Funds' investment affairs, including economic, statistical and investment matters related to the Sub-Adviser's duties hereunder, and will provide periodic reports to the Adviser relating to the investment strategies it employs. Each Sub-Adviser and its personnel shall also cooperate fully with counsel and auditors for, and the Chief Compliance Officer of, the Adviser and the Trust. (d) Each Sub-Adviser will assist in the fair valuation of portfolio securities held by the TrustFunds. The Sub-Adviser will use its reasonable efforts to provide, based upon its own expertise, and to arrange with parties independent of the Sub-Adviser such as broker-dealers for the provision of, valuation information or prices for securities for which prices are deemed by the Adviser or the Trust's administrator not to be readily available in the ordinary course of business from an automated pricing service. In addition, each Sub-Adviser will assist the Trust Funds and its their agents in determining whether prices obtained for valuation purposes accurately reflect market price information relating to the assets of the Trust Funds at such times as the Adviser shall reasonably request, including but not limited to, the hours after the close of a securities market and prior to the daily determination of the Trusta Fund's net asset value per share. (e) Each Sub-Adviser represents and warrants that it has adopted a code of ethics meeting the requirements of Rule 17j-1 under the 1940 Act and the requirements of Rule 204A-1 under the Advisers Act and has provided the Adviser and the Board a copy of such code of ethics, together with evidence of its adoption, and will promptly provide copies of any changes thereto, together with evidence of their adoption. Upon request of the Adviser, but in any event no less frequently than annually, each Sub-Adviser will supply the Adviser a written report that (A) describes any issues arising under the code of ethics or procedures since the Sub-Adviser's last report, including but not limited to material violations of the code of ethics or procedures and sanctions imposed in response to the material violations; and (B) certifies that the procedures contained in the Sub-Adviser's code of ethics are reasonably designed to prevent "access persons" from violating the code of ethics. (f) Upon request of the Adviser, each Sub-Adviser will review draft reports to shareholders and other documents provided or available to it and provide comments on a timely basis. In addition, each Sub-Adviser and each officer and portfolio manager thereof designated by the Adviser will provide on a timely basis such certifications or sub-certifications as the Adviser may reasonably request in order to support and facilitate certifications required to be provided by the Trust's Principal Executive Officer and Principal Financial Officer and will adopt such disclosure controls and procedures in support of the disclosure controls and procedures adopted by the Trust as the Adviser, on behalf of the Trust, deems are reasonably necessary. (g) Unless otherwise directed by the Adviser or the Board, each Sub-Adviser will vote all proxies received in accordance with the Adviser's proxy voting policy or, if the Sub-Adviser has a proxy voting policy approved by the Board, the Sub-Adviser's proxy voting policy. Each Sub-Adviser shall maintain and shall forward to the Trust Funds or its their designated agent such proxy voting information as is necessary for the Trust Funds to timely file proxy voting results in accordance with Rule 30b1-4 of the 1940 Act. (h) Each Sub-Adviser shall provide the Trust's Funds' custodian on each business day with information relating to all transactions concerning the assets of the Trust Funds and shall provide the Adviser with such information upon request of the Adviser.

Further Duties. (a) In all matters relating to the performance of this Contract, each Sub-Adviser Advisor will act in conformity with the Agreement and Declaration of Trust, By-Laws and Registration Statement of the Trust and with the instructions and directions of the Adviser Advisor and the Board and will comply with the requirements of the 1940 Act, the rules, regulations, exemptive orders and no-action positions thereunder, and all other applicable laws and regulations. (b) Each Sub-Adviser Advisor shall maintain compliance procedures for the Trust Funds that it and the Adviser Advisor reasonably believe are adequate to ensure compliance with the federal securities laws (as defined in Rule 38a-1 of the ▇▇▇▇ ▇▇▇1940 Act) and the investment objective(s) and policies as stated in the Trust's prospectus ▇▇ ▇▇▇ Funds' prospectuses and statement statements of additional information. Each Sub-Adviser Advisor at its expense will provide the Adviser Advisor or the Trust's Chief Compliance Officer with such compliance reports relating to its duties under this Contract as may be requested from time to time. Notwithstanding the foregoing, each Sub-Adviser Advisor will promptly report to the Adviser Advisor any material violations of the federal securities laws (as defined in Rule 38a-1 of the ▇▇▇▇ ▇▇▇1940 Act) that it is or should be aware of or of any material violation vi▇▇▇▇▇▇▇ of the Sub-AdviserAdvisor's compliance policies and procedures that pertain to the TrustFunds. (c) Each Sub-Adviser Advisor at its expense will make available to the Board and the Adviser Advisor at reasonable times its portfolio managers and other appropriate personnel, either in person or, at the mutual convenience of the Adviser Advisor and the Sub-AdviserAdvisor, by telephone, in order to review the investment policies, performance and other investment related information regarding the Trust Funds and to consult with the Board and the Adviser Advisor regarding the Trust's Funds' investment affairs, including economic, statistical and investment matters related to the Sub-AdviserAdvisor's duties hereunder, and will provide periodic reports to the Adviser Advisor relating to the investment strategies it employs. Each Sub-Adviser Advisor and its personnel shall also cooperate fully with counsel and auditors for, and the Chief Compliance Officer of, the Adviser Advisor and the Trust. (d) Each Sub-Adviser Advisor will assist in the fair valuation of portfolio securities held by the TrustFunds. The Sub-Adviser Advisor will use its reasonable efforts to provide, based upon its own expertise, and to arrange with parties independent of the Sub-Adviser Advisor such as broker-dealers for the provision of, valuation information or prices for securities for which prices are deemed by the Adviser Advisor or the Trust's administrator not to be readily available in the ordinary course of business from an automated pricing service. In addition, each Sub-Adviser Advisor will assist the Trust Funds and its their agents in determining whether prices obtained for valuation purposes accurately reflect market price information relating to the assets of the Trust Funds at such times as the Adviser Advisor shall reasonably request, including but not limited to, the hours after the close of a securities market and prior to the daily determination of the Trusta Fund's net asset value per share. (e) Each Sub-Adviser Advisor represents and warrants that it has adopted a code of ethics meeting the requirements of Rule 17j-1 under the 1940 Act and the requirements of Rule 204A-1 under the Advisers Advisors Act and has provided the Adviser Advisor and the Board a copy of such code of ethics, together with evidence of its adoption, and will promptly provide copies of any changes thereto, together with evidence of their adoption. Upon request of the AdviserAdvisor, but in any event no less frequently than annually, each Sub-Adviser Advisor will supply the Adviser Advisor a written report that (A) describes any issues arising under the code of ethics or procedures since the Sub-AdviserAdvisor's last report, including but not limited to material violations of the code of ethics or procedures and sanctions imposed in response to the material violations; and (B) certifies that the procedures contained in the Sub-AdviserAdvisor's code of ethics are reasonably designed to prevent "access persons" from violating the code of ethics. (f) Upon request of the AdviserAdvisor, each Sub-Adviser Advisor will review draft reports to shareholders and other documents provided or available to it and provide comments on a timely basis. In addition, each Sub-Adviser Advisor and each officer and portfolio manager thereof designated by the Adviser Advisor will provide on a timely basis such certifications or sub-certifications as the Adviser Advisor may reasonably request in order to support and facilitate certifications required to be provided by the Trust's Principal Executive Officer and Principal Financial Officer and will adopt such disclosure controls and procedures in support of the disclosure controls and procedures adopted by the Trust as the AdviserAdvisor, on behalf of the Trust, deems are reasonably necessary. (g) Unless otherwise directed by the Adviser Advisor or the Board, each Sub-Adviser Advisor will vote all proxies received in accordance with the AdviserAdvisor's proxy voting policy or, if the Sub-Adviser Advisor has a proxy voting policy approved by the Board, the Sub-AdviserAdvisor's proxy voting policy. Each Sub-Adviser Advisor shall maintain and shall forward to the Trust Funds or its their designated agent such proxy voting information as is necessary for the Trust Funds to timely file proxy voting results in accordance with Rule 30b1-4 of the 1940 Act. (h) Each Sub-Adviser Advisor shall provide the Trust's Funds' custodian on each business day with information relating to all transactions concerning the assets of the Trust Funds and shall provide the Adviser Advisor with such information upon request of the AdviserAdvisor.

Further Duties. (a) In all matters relating to the performance of this Contract, each Sub-Adviser will act in conformity with the Agreement and Declaration of Trust, By-Laws and Registration Statement of the Trust and with the instructions and directions of the Adviser and the Board and will comply with the requirements of the 1940 Act, the rules, regulations, exemptive orders and no-action positions thereunder, and all other applicable laws and regulations. (b) Each Sub-Adviser shall maintain compliance procedures for the Trust that it and the Adviser reasonably believe are adequate to ensure compliance with the federal securities laws (as defined in Rule 38a-1 of the ▇▇▇▇ ▇▇▇) and the investment objective(s) and policies as stated in the Trust's prospectus ’s prospectuses and statement of additional information. Each Sub-Adviser at its expense will provide the Adviser or the Trust's ’s Chief Compliance Officer with such compliance reports relating to its duties under this Contract as may be requested from time to time. Notwithstanding the foregoing, each Sub-Adviser will promptly report to the Adviser any material violations of the federal securities laws (as defined in Rule 38a-1 of the ▇▇▇▇ ▇▇▇) that it is or should be aware of or of any material violation of the Sub-Adviser's ’s compliance policies and procedures that pertain to the Trust. (c) Each Sub-Adviser at its expense will make available to the Board and the Adviser at reasonable times its portfolio managers and other appropriate personnel, either in person or, at the mutual convenience of the Adviser and the Sub-Adviser, by telephone, in order to review the investment policies, performance and other investment related information regarding the Trust and to consult with the Board and the Adviser regarding the Trust's ’s investment affairs, including economic, statistical and investment matters related to the Sub-Adviser's ’s duties hereunder, and will provide periodic reports to the Adviser relating to the investment strategies it employs. Each Sub-Adviser and its personnel shall also cooperate fully with counsel and auditors for, and the Chief Compliance Officer of, the Adviser and the Trust. (d) Each Sub-Adviser will assist in the fair valuation of portfolio securities held by the Trust. The Sub-Adviser will use its reasonable efforts to provide, based upon its own expertise, and to arrange with parties independent of the Sub-Adviser such as broker-dealers for the provision of, valuation information or prices for securities for which prices are deemed by the Adviser or the Trust's ’s administrator not to be readily available in the ordinary course of business from an automated pricing service. In addition, each Sub-Adviser will assist the Trust and its agents in determining whether prices obtained for valuation purposes accurately reflect market price information relating to the assets of the Trust at such times as the Adviser shall reasonably request, including but not limited to, the hours after the close of a securities market and prior to the daily determination of the Trust's ’s net asset value per share. (e) Each Sub-Adviser represents and warrants that it has adopted a code of ethics meeting the requirements of Rule 17j-1 under the 1940 Act and the requirements of Rule 204A-1 under the Advisers Act and has provided the Adviser and the Board a copy of such code of ethics, together with evidence of its adoption, and will promptly provide copies of any changes thereto, together with evidence of their adoption. Upon request of the Adviser, but in any event no less frequently than annually, each Sub-Adviser will supply the Adviser a written report that (A) describes any issues arising under the code of ethics or procedures since the Sub-Adviser's ’s last report, including but not limited to material violations of the code of ethics or procedures and sanctions imposed in response to the material violations; and (B) certifies that the procedures contained in the Sub-Adviser's ’s code of ethics are reasonably designed to prevent "“access persons" ” from violating the code of ethics. (f) Upon request of the Adviser, each Sub-Adviser will review draft reports to shareholders and other documents provided or available to it and provide comments on a timely basis. In addition, each Sub-Adviser and each officer and portfolio manager thereof designated by the Adviser will provide on a timely basis such certifications or sub-certifications as the Adviser may reasonably request in order to support and facilitate certifications required to be provided by the Trust's ’s Principal Executive Officer and Principal Financial Officer and will adopt such disclosure controls and procedures in support of the disclosure controls and procedures adopted by the Trust as the Adviser, on behalf of the Trust, deems are reasonably necessary. (g) Unless otherwise directed by the Adviser or the Board, each Sub-Adviser will vote all proxies received in accordance with the Adviser's ’s proxy voting policy or, if the Sub-Adviser has a proxy voting policy approved by the Board, the Sub-Adviser's ’s proxy voting policy. Each Sub-Adviser shall maintain and shall forward to the Trust or its designated agent such proxy voting information as is necessary for the Trust to timely file proxy voting results in accordance with Rule 30b1-4 of the 1940 Act. (h) Each Sub-Adviser shall provide the Trust's ’s custodian on each business day with information relating to all transactions concerning the assets of the Trust and shall provide the Adviser with such information upon request of the Adviser.

Further Duties. (a) In all matters relating to the performance of this Contract, each Sub-Adviser will act in conformity with the Agreement and Declaration of Trust, By-Laws and Registration Statement of the Trust Fund and with the instructions and directions of the Adviser and the Board and will comply with the requirements of the 1940 Act, the rules, regulations, exemptive orders and no-action positions thereunder, and all other applicable laws and regulations. (b) Each Sub-Adviser shall maintain compliance procedures for the Trust Fund that it and the Adviser reasonably believe are adequate to ensure compliance with the federal securities laws (as defined in Rule 38a-1 of the ▇▇▇▇ ▇▇▇) and the investment objective(s) and policies as stated in the TrustFund's prospectus and statement of additional information. Each Sub-Adviser at its expense will provide the Adviser or the TrustFund's Chief Compliance Officer with such compliance reports relating to its duties under this Contract as may be requested from time to time. Notwithstanding the foregoing, each Sub-Adviser will promptly report to the Adviser any material violations of the federal securities laws (as defined in Rule 38a-1 of the ▇▇▇▇ ▇▇▇) that it is or should be aware of or of any material violation of the Sub-Adviser's compliance policies and procedures that pertain to the TrustFund. (c) Each Sub-Adviser at its expense will make available to the Board and the Adviser at reasonable times its portfolio managers and other appropriate personnel, either in person or, at the mutual convenience of the Adviser and the Sub-Adviser, by telephone, in order to review the investment policies, performance and other investment related information regarding the Trust Fund and to consult with the Board and the Adviser regarding the TrustFund's investment affairs, including economic, statistical and investment matters related to the Sub-Adviser's duties hereunder, and will provide periodic reports to the Adviser relating to the investment strategies it employs. Each Sub-Adviser and its personnel shall also cooperate fully with counsel and auditors for, and the Chief Compliance Officer of, the Adviser and the TrustFund. (d) Each Sub-Adviser will assist in the fair valuation of portfolio securities held by the TrustFund. The Sub-Adviser will use its reasonable efforts to provide, based upon its own expertise, and to arrange with parties independent of the Sub-Adviser such as broker-dealers for the provision of, valuation information or prices for securities for which prices are deemed by the Adviser or the TrustFund's administrator not to be readily available in the ordinary course of business from an automated pricing service. In addition, each Sub-Adviser will assist the Trust Fund and its agents in determining whether prices obtained for valuation purposes accurately reflect market price information relating to the assets of the Trust Fund at such times as the Adviser shall reasonably request, including but not limited to, the hours after the close of a securities market and prior to the daily determination of the TrustFund's net asset value per share. (e) Each Sub-Adviser represents and warrants that it has adopted a code of ethics meeting the requirements of Rule 17j-1 under the 1940 Act and the requirements of Rule 204A-1 under the Advisers Act and has provided the Adviser and the Board a copy of such code of ethics, together with evidence of its adoption, and will promptly provide copies of any changes thereto, together with evidence of their adoption. Upon request of the Adviser, but in any event no less frequently than annually, each Sub-Adviser will supply the Adviser a written report that (A) describes any issues arising under the code of ethics or procedures since the Sub-Adviser's last report, including but not limited to material violations of the code of ethics or procedures and sanctions imposed in response to the material violations; and (B) certifies that the procedures contained in the Sub-Adviser's code of ethics are reasonably designed to prevent "access persons" from violating the code of ethics. (f) Upon request of the Adviser, each Sub-Adviser will review draft reports to shareholders and other documents provided or available to it and provide comments on a timely basis. In addition, each Sub-Adviser and each officer and portfolio manager thereof designated by the Adviser will provide on a timely basis such certifications or sub-certifications as the Adviser may reasonably request in order to support and facilitate certifications required to be provided by the TrustFund's Principal Executive Officer and Principal Financial Officer and will adopt such disclosure controls and procedures in support of the disclosure controls and procedures adopted by the Trust Fund as the Adviser, on behalf of the TrustFund, deems are reasonably necessary. (g) Unless otherwise directed by the Adviser or the Board, each Sub-Adviser will vote all proxies received in accordance with the Adviser's proxy voting policy or, if the Sub-Adviser has a proxy voting policy approved by the Board, the Sub-Adviser's proxy voting policy. Each Sub-Adviser shall maintain and shall forward to the Trust Fund or its designated agent such proxy voting information as is necessary for the Trust Fund to timely file proxy voting results in accordance with Rule 30b1-4 of the 1940 Act. (h) Each Sub-Adviser shall provide the TrustFund's custodian on each business day with information relating to all transactions concerning the assets of the Trust Fund and shall provide the Adviser with such information upon request of the Adviser.

Further Duties. (a) In all matters relating to the performance of this Contract, each Sub-Adviser Advisor will act in conformity with the Agreement and Declaration of Trust, By-Laws and Registration Statement of the Trust and with the instructions and directions of the Adviser Advisor and the Board and will comply with the requirements of the 1940 Act, the rules, regulations, exemptive orders and no-action positions thereunder, and all other applicable laws and regulations. (b) Each Sub-Adviser Advisor shall maintain compliance procedures for the Trust Funds that it and the Adviser Advisor reasonably believe are adequate to ensure compliance with the federal securities laws (as Sub-Item 77Q1(e) defined in Rule 38a-1 of the ▇▇▇▇ ▇▇▇1940 Act) and the investment objective(s) and policies as stated in the Trust's prospectus ▇▇ ▇▇▇ Funds' prospectuses and statement statements of additional information. Each Sub-Adviser Advisor at its expense will provide the Adviser Advisor or the Trust's Chief Compliance Officer with such compliance reports relating to its duties under this Contract as may be requested from time to time. Notwithstanding the foregoing, each Sub-Adviser Advisor will promptly report to the Adviser Advisor any material violations of the federal securities laws (as defined in Rule 38a-1 of the ▇▇▇▇ ▇▇▇1940 Act) that it is or should be aware of or of any material violation vi▇▇▇▇▇▇▇ of the Sub-AdviserAdvisor's compliance policies and procedures that pertain to the TrustFunds. (c) Each Sub-Adviser Advisor at its expense will make available to the Board and the Adviser Advisor at reasonable times its portfolio managers and other appropriate personnel, either in person or, at the mutual convenience of the Adviser Advisor and the Sub-AdviserAdvisor, by telephone, in order to review the investment policies, performance and other investment related information regarding the Trust Funds and to consult with the Board and the Adviser Advisor regarding the Trust's Funds' investment affairs, including economic, statistical and investment matters related to the Sub-AdviserAdvisor's duties hereunder, and will provide periodic reports to the Adviser Advisor relating to the investment strategies it employs. Each Sub-Adviser Advisor and its personnel shall also cooperate fully with counsel and auditors for, and the Chief Compliance Officer of, the Adviser Advisor and the Trust. (d) Each Sub-Adviser Advisor will assist in the fair valuation of portfolio securities held by the TrustFunds. The Sub-Adviser Advisor will use its reasonable efforts to provide, based upon its own expertise, and to arrange with parties independent of the Sub-Adviser Advisor such as broker-dealers for the provision of, valuation information or prices for securities for which prices are deemed by the Adviser Advisor or the Trust's administrator not to be readily available in the ordinary course of business from an automated pricing service. In addition, each Sub-Adviser Advisor will assist the Trust Funds and its their agents in determining whether prices obtained for valuation purposes accurately reflect market price information relating to the assets of the Trust Funds at such times as the Adviser Advisor shall reasonably request, including but not limited to, the hours after the close of a securities market and prior to the daily determination of the Trusta Fund's net asset value per share. (e) Each Sub-Adviser Advisor represents and warrants that it has adopted a code of ethics meeting the requirements of Rule 17j-1 under the 1940 Act and the requirements of Rule 204A-1 under the Advisers Advisors Act and has provided the Adviser Advisor and the Board a copy of such code of ethics, together with evidence of its adoption, and will promptly provide copies of any changes thereto, together with evidence of their adoption. Upon request of the AdviserAdvisor, but in any event no less frequently than annually, each Sub-Adviser Advisor will supply the Adviser Advisor a written report that (A) describes any issues arising under the code of ethics or procedures since the Sub-AdviserAdvisor's last report, including but not limited to material violations of the code of ethics or procedures and sanctions imposed in response to the material violations; and (B) certifies that the procedures contained in the Sub-AdviserAdvisor's code of ethics are reasonably designed to prevent "access persons" from violating the code of ethics. (f) Upon request of the AdviserAdvisor, each Sub-Adviser Advisor will review draft reports to shareholders and other documents provided or available to it and provide comments on a timely basis. In addition, each Sub-Adviser Advisor and each officer and portfolio manager thereof designated by the Adviser Advisor will provide on a timely basis such certifications or sub-certifications as the Adviser Advisor may reasonably request in order to support and facilitate certifications required to be provided by the Trust's Principal Executive Officer and Principal Financial Officer and will adopt such disclosure controls and procedures in support of the disclosure controls and procedures adopted by the Trust as the AdviserAdvisor, on behalf of the Trust, deems are reasonably necessary. (g) Unless otherwise directed by the Adviser Advisor or the Board, each Sub-Adviser Advisor will vote all proxies received in accordance with the AdviserAdvisor's proxy voting policy or, if the Sub-Adviser Advisor has a proxy voting policy approved by the Board, the Sub-AdviserAdvisor's proxy voting policy. Each Sub-Adviser Advisor shall maintain and shall forward to the Trust Funds or its their designated agent such proxy voting information as is necessary for the Trust Funds to timely file proxy voting results in accordance with Rule 30b1-4 of the 1940 Act. (h) Each Sub-Adviser Advisor shall provide the Trust's Funds' custodian on each business day with information relating to all transactions concerning the assets of the Trust Funds and shall provide the Adviser Advisor with such information upon request of the Adviser.Advisor. Sub-Item 77Q1(e)

Further Duties. (a) In all matters relating to the performance of this Contract, each Sub-Adviser will act in conformity with the Certificate and Agreement and Declaration of TrustLimited Partnership, By-Laws and Registration Statement of the Trust Fund and with the instructions and directions of the Adviser and the Board and will comply with the requirements of the 1940 Act, the rules, regulations, exemptive orders and no-action positions thereunder, and all other applicable laws and regulations. (b) Each Sub-Adviser shall maintain compliance procedures for the Trust Fund that it and the Adviser reasonably believe are adequate to ensure compliance with the federal securities laws (as defined in Rule 38a-1 of the ▇▇▇▇ ▇▇▇1940 Act) and the investment objective(s) and policies as stated in the Trust▇▇ ▇▇▇ Fund's prospectus and statement of additional information. Each Sub-Adviser at its expense will provide the Adviser or the TrustFund's Chief Compliance Officer with such compliance reports relating to its duties under this Contract as may be requested from time to time. Notwithstanding the foregoing, each Sub-Adviser will promptly report to the Adviser any material violations of the federal securities laws (as defined in Rule 38a-1 of the ▇▇▇▇ ▇▇▇1940 Act) that it is or should be aware of or of any material violation ▇▇▇▇▇tion of the Sub-Adviser's compliance policies and procedures that pertain to the TrustFund. (c) Each Sub-Adviser at its expense will make available to the Board and the Adviser at reasonable times its portfolio managers and other appropriate personnel, either in person or, at the mutual convenience of the Adviser and the Sub-Adviser, by telephone, in order to review the investment policies, performance and other investment related information regarding the Trust Fund and to consult with the Board and the Adviser regarding the TrustFund's investment affairs, including economic, statistical and investment matters related to the Sub-Adviser's duties hereunder, and will provide periodic reports to the Adviser relating to the investment strategies it employs. Each Sub-Adviser and its personnel shall also cooperate fully with counsel and auditors for, and the Chief Compliance Officer of, the Adviser and the TrustFund. (d) Each Sub-Adviser will assist in the fair valuation of portfolio securities held by the TrustFund. The Sub-Adviser will use its reasonable efforts to provide, based upon its own expertise, and to arrange with parties independent of the Sub-Adviser such as broker-dealers for the provision of, valuation information or prices for securities for which prices are deemed by the Adviser or the TrustFund's administrator not to be readily available in the ordinary course of business from an automated pricing service. In addition, each Sub-Adviser will assist the Trust Fund and its agents in determining whether prices obtained for valuation purposes accurately reflect market price information relating to the assets of the Trust Fund at such times as the Adviser shall reasonably request, including but not limited to, the hours after the close of a securities market and prior to the daily determination of the TrustFund's net asset value per share. (e) Each Sub-Adviser represents and warrants that it has adopted a code of ethics meeting the requirements of Rule 17j-1 under the 1940 Act and the requirements of Rule 204A-1 under the Advisers Act and has provided the Adviser and the Board a copy of such code of ethics, together with evidence of its adoption, and will promptly provide copies of any changes thereto, together with evidence of their adoption. Upon request of the Adviser, but in any event no less frequently than annually, each Sub-Adviser will supply the Adviser a written report that (A) describes any issues arising under the code of ethics or procedures since the Sub-Adviser's last report, including but not limited to material violations of the code of ethics or procedures and sanctions imposed in response to the material violations; and (B) certifies that the procedures contained in the Sub-Adviser's code of ethics are reasonably designed to prevent "access persons" from violating the code of ethics. (f) Upon request of the Adviser, each Sub-Adviser will review draft reports to shareholders and other documents provided or available to it and provide comments on a timely basis. In addition, each Sub-Adviser and each officer and portfolio manager thereof designated by the Adviser will provide on a timely basis such certifications or sub-certifications as the Adviser may reasonably request in order to support and facilitate certifications required to be provided by the TrustFund's Principal Executive Officer and Principal Financial Officer and will adopt such disclosure controls and procedures in support of the disclosure controls and procedures adopted by the Trust Fund as the Adviser, on behalf of the TrustFund, deems are reasonably necessary. (g) Unless otherwise directed by the Adviser or the Board, each Sub-Adviser will vote all proxies received in accordance with the Adviser's proxy voting policy or, if the Sub-Adviser has a proxy voting policy approved by the Board, the Sub-Adviser's proxy voting policy. Each Sub-Adviser shall maintain and shall forward to the Trust Fund or its designated agent such proxy voting information as is necessary for the Trust Fund to timely file proxy voting results in accordance with Rule 30b1-4 of the 1940 Act. (h) Each Sub-Adviser shall provide the TrustFund's custodian on each business day with information relating to all transactions concerning the assets of the Trust Fund and shall provide the Adviser with such information upon request of the Adviser.

Further Duties. (a) In all matters relating to the performance of this Contract, each Sub-Adviser will act in conformity with the Agreement and Declaration of Trust, By-Laws and Registration Statement of the Trust and with the instructions and directions of the Adviser and the Board and will comply with the requirements of the 1940 Act, the rules, regulations, exemptive orders and no-action positions thereunder, and all other applicable laws and regulations. (b) Each Sub-Adviser shall maintain compliance procedures for the Trust that it and the Adviser reasonably believe are adequate to ensure compliance with the federal securities laws (as defined in Rule 38a-1 of the ▇▇▇▇ ▇▇▇1940 Act) and the investment objective(s) and policies as stated in the stat▇▇ ▇▇ ▇▇e Trust's prospectus and statement of additional information. Each Sub-Adviser at its expense will provide the Adviser or the Trust's Chief Compliance Officer with such compliance reports relating to its duties under this Contract as may be requested from time to time. Notwithstanding the foregoing, each Sub-Adviser will promptly report to the Adviser any material violations of the federal securities laws (as defined in Rule 38a-1 of the ▇▇▇▇ ▇▇▇1940 Act) that it is or should be aware of or of any material violation ▇▇▇lation of the Sub-Adviser's compliance policies and procedures that pertain to the Trust. (c) Each Sub-Adviser at its expense will make available to the Board and the Adviser at reasonable times its portfolio managers and other appropriate personnel, either in person or, at the mutual convenience of the Adviser and the Sub-Adviser, by telephone, in order to review the investment policies, performance and other investment related information regarding the Trust and to consult with the Board and the Adviser regarding the Trust's investment affairs, including economic, statistical and investment matters related to the Sub-Adviser's duties hereunder, and will provide periodic reports to the Adviser relating to the investment strategies it employs. Each Sub-Adviser and its personnel shall also cooperate fully with counsel and auditors for, and the Chief Compliance Officer of, the Adviser and the Trust. (d) Each Sub-Adviser will assist in the fair valuation of portfolio securities held by the Trust. The Sub-Adviser will use its reasonable efforts to provide, based upon its own expertise, and to arrange with parties independent of the Sub-Adviser such as broker-dealers for the provision of, valuation information or prices for securities for which prices are deemed by the Adviser or the Trust's administrator not to be readily available in the ordinary course of business from an automated pricing service. In addition, each Sub-Adviser will assist the Trust and its agents in determining whether prices obtained for valuation purposes accurately reflect market price information relating to the assets of the Trust at such times as the Adviser shall reasonably request, including but not limited to, the hours after the close of a securities market and prior to the daily determination of the Trust's net asset value per share. (e) Each Sub-Adviser represents and warrants that it has adopted a code of ethics meeting the requirements of Rule 17j-1 under the 1940 Act and the requirements of Rule 204A-1 under the Advisers Act and has provided the Adviser and the Board a copy of such code of ethics, together with evidence of its adoption, and will promptly provide copies of any changes thereto, together with evidence of their adoption. Upon request of the Adviser, but in any event no less frequently than annually, each Sub-Adviser will supply the Adviser a written report that (A) describes any issues arising under the code of ethics or procedures since the Sub-Adviser's last report, including but not limited to material violations of the code of ethics or procedures and sanctions imposed in response to the material violations; and (B) certifies that the procedures contained in the Sub-Adviser's code of ethics are reasonably designed to prevent "access persons" from violating the code of ethics. (f) Upon request of the Adviser, each Sub-Adviser will review draft reports to shareholders and other documents provided or available to it and provide comments on a timely basis. In addition, each Sub-Adviser and each officer and portfolio manager thereof designated by the Adviser will provide on a timely basis such certifications or sub-certifications as the Adviser may reasonably request in order to support and facilitate certifications required to be provided by the Trust's Principal Executive Officer and Principal Financial Officer and will adopt such disclosure controls and procedures in support of the disclosure controls and procedures adopted by the Trust as the Adviser, on behalf of the Trust, deems are reasonably necessary. (g) Unless otherwise directed by the Adviser or the Board, each Sub-Adviser will vote all proxies received in accordance with the Adviser's proxy voting policy or, if the Sub-Adviser has a proxy voting policy approved by the Board, the Sub-Adviser's proxy voting policy. Each Sub-Adviser shall maintain and shall forward to the Trust or its designated agent such proxy voting information as is necessary for the Trust to timely file proxy voting results in accordance with Rule 30b1-4 of the 1940 Act. (h) Each Sub-Adviser shall provide the Trust's custodian on each business day with information relating to all transactions concerning the assets of the Trust and shall provide the Adviser with such information upon request of the Adviser.

Further Duties. (a) In all matters relating to the performance of this Contract, each Sub-Adviser will act in conformity with the Agreement and Declaration of Trust, By-Laws and Registration Statement of the Trust and with the instructions and directions of the Adviser and the Board and will comply with the requirements of the 1940 Act, the rules, regulations, exemptive orders and no-action positions thereunder, and all other applicable laws and regulations. (b) Each Sub-Adviser shall maintain compliance procedures for the Trust that it and the Adviser reasonably believe are adequate to ensure compliance with the federal securities laws (as defined in Rule 38a-1 of the ▇▇▇▇ ▇▇▇) and the investment objective(s) and policies as stated in the Trust's prospectus ’s prospectuses and statement of additional information. Each Sub-Adviser at its expense will provide the Adviser or the Trust's ’s Chief Compliance Officer with such compliance reports relating to its duties under this Contract as may be requested from time to time. Notwithstanding the foregoing, each Sub-Adviser will promptly report to the Adviser any material violations of the federal securities laws (as defined in Rule 38a-1 of the ▇▇▇▇ ▇▇▇) that it is or should be aware of or of any material violation of the Sub-Adviser's ’s compliance policies and procedures that pertain to the Trust. (c) Each Sub-Adviser at its expense will make available to the Board and the Adviser at reasonable times its portfolio managers and other appropriate personnel, either in person or, at the mutual convenience of the Adviser and the Sub-Adviser, by telephone, in order to review the investment policies, performance and other investment related information regarding the Trust and to consult with the Board and the Adviser regarding the Trust's ’s investment affairs, including economic, statistical and investment matters related to the Sub-Adviser's ’s duties hereunder, and will provide periodic reports to the Adviser relating to the investment strategies it employs. Each Sub-Adviser and its personnel shall also cooperate fully with counsel and auditors for, and the Chief Compliance Officer of, the Adviser and the Trust. (d) Each Sub-Adviser will assist in the fair valuation of portfolio securities held by the Trust. The Sub-Adviser will use its reasonable efforts to provide, based upon its own expertise, and to arrange with parties independent of the Sub-Adviser such as broker-dealers for the provision of, valuation information or prices for securities for which prices are deemed by the Adviser or the Trust's ’s administrator not to be readily available in the ordinary course of business from an automated pricing service. In addition, each Sub-Adviser will assist the Trust and its agents in determining whether prices obtained for valuation purposes accurately reflect market price information relating to the assets of the Trust at such times as the Adviser shall reasonably request, including but not limited to, the hours after the close of a securities market and prior to the daily determination of the Trust's ’s net asset value per share. (e) Each Sub-Adviser represents and warrants that it has adopted a code of ethics meeting the requirements of Rule 17j-1 under the 1940 Act and the requirements of Rule 204A-1 under the Advisers Act and has provided the Adviser and the Board a copy of such code of ethics, together with evidence of its adoption, and will promptly provide copies of any changes thereto, together with evidence of their adoption. Upon request of the Adviser, but in any event no less frequently than annually, each Sub-Adviser will supply the Adviser a written report that (A) describes any issues arising under the code of ethics or procedures since the Sub-Adviser's ’s last report, including but not limited to material violations of the code of ethics or procedures and sanctions imposed in response to the material violations; and (B) certifies that the procedures contained in the Sub-Adviser's ’s code of ethics are reasonably designed to prevent "“access persons" ” from violating the code of ethics. (f) Upon request of the Adviser, each Sub-Adviser will review draft reports to shareholders and other documents provided or available to it and provide comments on a timely basis. In addition, each Sub-Adviser and each officer and portfolio manager thereof designated by the Adviser will provide on a timely basis such certifications or sub-certifications as the Adviser may reasonably request in order to support and facilitate certifications required to be provided by the Trust's Principal Executive Officer and Principal Financial Officer and will adopt such disclosure controls and procedures in support of the disclosure controls and procedures adopted by the Trust as the Adviser, on behalf of the Trust, deems are reasonably necessary. (g) Unless otherwise directed by the Adviser or the Board, each Sub-Adviser will vote all proxies received in accordance with the Adviser's proxy voting policy or, if the Sub-Adviser has a proxy voting policy approved by the Board, the Sub-Adviser's proxy voting policy. Each Sub-Adviser shall maintain and shall forward to the Trust or its designated agent such proxy voting information as is necessary for the Trust to timely file proxy voting results in accordance with Rule 30b1-4 of the 1940 Act. (h) Each Sub-Adviser shall provide the Trust's custodian on each business day with information relating to all transactions concerning the assets of the Trust and shall provide the Adviser with such information upon request of the Adviser.

Further Duties. (a) In all matters relating to the performance of this Contract, each the Sub-Adviser will act in conformity with the Agreement and Declaration of Trust, By-Laws and Registration Statement Statements of the Trust Trusts and with the instructions and directions of the Adviser and the Board and will comply with the requirements of the 1940 Act, the rules, regulations, exemptive orders and no-action positions thereunder, and all other applicable laws and regulations. (b) Each The Sub-Adviser shall maintain compliance procedures for the Trust Funds that it and the Adviser reasonably believe are adequate to ensure compliance with the federal securities laws (as defined in Rule 38a-1 of the ▇▇▇▇ ▇▇▇) and the investment objective(s) and policies as stated in the Trust's prospectus Funds’ prospectuses and statement statements of additional information. Each The Sub-Adviser at its expense will provide the Adviser or the Trust's ’s Chief Compliance Officer with such compliance reports relating to its duties under this Contract as may be requested from time to time. Notwithstanding the foregoing, each the Sub-Adviser will promptly report to the Adviser any material violations of the federal securities laws (as defined in Rule 38a-1 of the ▇▇▇▇ ▇▇▇) that it is or should be aware of or of any material violation of the Sub-Adviser's ’s compliance policies and procedures that pertain to the TrustFunds. (c) Each The Sub-Adviser at its expense will make available to the Board and the Adviser at reasonable times its portfolio managers and other appropriate personnel, either in person or, at the mutual convenience of the Adviser and the Sub-Adviser, by telephone, in order to review the investment policies, performance and other investment related information regarding the Trust Funds and to consult with the Board and the Adviser regarding the Trust's Funds’ investment affairs, including economic, statistical and investment matters related to the Sub-Adviser's ’s duties hereunder, and will provide periodic reports to the Adviser relating to the investment strategies it employs. Each The Sub-Adviser and its personnel shall also cooperate fully with counsel and auditors for, and the Chief Compliance Officer of, the Adviser and the Trust. (d) Each The Sub-Adviser will assist in the fair valuation of portfolio securities held by the TrustFunds. The Sub-Adviser will use its reasonable efforts to provide, based upon its own expertise, and to arrange with parties independent of the Sub-Adviser such as broker-dealers for the provision of, valuation information or prices for securities for which prices are deemed by the Adviser or the Trust's ’s administrator not to be readily available in the ordinary course of business from an automated pricing service. In addition, each the Sub-Adviser will assist the Trust Funds and its their agents in determining whether prices obtained for valuation purposes accurately reflect market price information relating to the assets of the Trust Funds at such times as the Adviser shall reasonably request, including but not limited to, the hours after the close of a securities market and prior to the daily determination of the Trust's a Fund’s net asset value per share. (e) Each The Sub-Adviser represents and warrants that it has adopted a code of ethics meeting the requirements of Rule 17j-1 under the 1940 Act and the requirements of Rule 204A-1 under the Advisers Act and has provided the Adviser and the Board a copy of such code of ethics, together with evidence of its adoption, and will promptly provide copies of any changes thereto, together with evidence of their adoption. Upon request of the Adviser, but in any event no less frequently than annually, each the Sub-Adviser will supply the Adviser a written report that (A) describes any issues arising under the code of ethics or procedures since the Sub-Adviser's ’s last report, including but not limited to material violations of the code of ethics or procedures and sanctions imposed in response to the material violations; and (B) certifies that the procedures contained in the Sub-Adviser's ’s code of ethics are reasonably designed to prevent "“access persons" ” from violating the code of ethics. (f) Upon request of the Adviser, each the Sub-Adviser will review draft reports to shareholders and other documents provided or available to it and provide comments on a timely basis. In addition, each the Sub-Adviser and each officer and portfolio manager thereof designated by the Adviser will provide on a timely basis such certifications or sub-certifications as the Adviser may reasonably request in order to support and facilitate certifications required to be provided by the Trust's ’s Principal Executive Officer and Principal Financial Officer and will adopt such disclosure controls and procedures in support of the disclosure controls and procedures adopted by the Trust as the Adviser, on behalf of the Trust, deems are reasonably necessary. (g) Unless otherwise directed by the Adviser or the Board, each the Sub-Adviser will vote all proxies received in accordance with the Adviser's ’s proxy voting policy or, if the Sub-Adviser has a proxy voting policy approved by the Board, the Sub-Adviser's ’s proxy voting policy. Each The Sub-Adviser shall maintain and shall forward to the Trust Funds or its their designated agent such proxy voting information as is necessary for the Trust Funds to timely file proxy voting results in accordance with Rule 30b1-4 of the 1940 Act. (h) Each The Sub-Adviser shall provide the Trust's Funds’ custodian on each business day with information relating to all transactions concerning the assets of the Trust Funds and shall provide the Adviser with such information upon request of the Adviser.

Further Duties. (a) In all matters relating to the performance of this Contract, each the Sub-Adviser Advisor will act in conformity with the Agreement and Declaration of Trust, By-Laws and Registration Statement of the Trust and with the instructions and directions of the Adviser Advisor and the Board and will comply with the requirements of the 1940 Act, the rules, regulations, exemptive orders and no-action positions thereunder, and all other applicable laws and regulations. (b) Each The Sub-Adviser Advisor shall maintain compliance procedures for the Trust Fund that it and the Adviser Advisor reasonably believe are adequate to ensure compliance with the federal securities laws (as defined in Rule 38a-1 of under the ▇▇▇▇ ▇▇▇1940 Act) and the investment objective(s) and policies as stated in the Trust▇▇ ▇▇▇ Fund's prospectus and statement of additional information. Each The Sub-Adviser Advisor at its expense will provide the Adviser Advisor or the Trust's Chief Compliance Officer with such compliance reports relating to its duties under this Contract as may be requested from time to time. Notwithstanding the foregoing, each the Sub-Adviser Advisor will promptly report to the Adviser Advisor any material violations of the federal securities laws (as defined in Rule 38a-1 of under the ▇▇▇▇ ▇▇▇1940 Act) that it is or should be aware of or of any material violation vi▇▇▇▇▇▇▇ of the Sub-AdviserAdvisor's compliance policies and procedures that pertain to the TrustFund. (c) Each The Sub-Adviser Advisor at its expense will make available to the Board and the Adviser Advisor at reasonable times its portfolio managers and other appropriate personnel, either in person or, at the mutual convenience of the Adviser Advisor and the Sub-AdviserAdvisor, by telephone, in order to review the investment policies, performance and other investment related information regarding the Trust Fund and to consult with the Board and the Adviser Advisor regarding the TrustFund's investment affairs, including economic, statistical and investment matters related to the Sub-AdviserAdvisor's duties hereunder, and will provide periodic reports to the Adviser Advisor relating to the investment strategies it employs. Each The Sub-Adviser Advisor and its personnel shall also cooperate fully with counsel and auditors for, and the Chief Compliance Officer of, the Adviser Advisor and the Trust. (d) Each The Sub-Adviser Advisor will assist in the fair valuation of portfolio securities held by the TrustFund. The Sub-Adviser Advisor will use its reasonable efforts to provide, based upon its own expertise, and to arrange with parties independent of the Sub-Adviser Advisor such as broker-dealers for the provision of, valuation information or prices for securities for which prices are deemed by the Adviser Advisor or the Trust's administrator not to be readily available in the ordinary course of business from an automated pricing service. In addition, each the Sub-Adviser Advisor will assist the Trust Fund and its agents in determining whether prices obtained for valuation purposes accurately reflect market price information relating to the assets of the Trust Fund at such times as the Adviser Advisor shall reasonably request, including but not limited to, the hours after the close of a securities market and prior to the daily determination of the TrustFund's net asset value per share. (e) Each The Sub-Adviser Advisor represents and warrants that it has adopted a code of ethics meeting the requirements of Rule 17j-1 under the 1940 Act and the requirements of Rule 204A-1 under the Advisers Advisors Act and has provided the Adviser Advisor and the Board a copy of such code of ethics, together with evidence of its adoption, and will promptly provide copies of any changes thereto, together with evidence of their adoption. Upon request of the AdviserAdvisor, but in any event no less frequently than annually, each the Sub-Adviser Advisor will supply the Adviser Advisor a written report that (A) describes any issues arising under the code of ethics or procedures since the Sub-AdviserAdvisor's last report, including but not limited to material violations of the code of ethics or procedures and sanctions imposed in response to the material violations; and (B) certifies that the procedures contained in the Sub-AdviserAdvisor's code of ethics are reasonably designed to prevent "access persons" from violating the code of ethics. (f) Upon request of the AdviserAdvisor, each the Sub-Adviser Advisor will review draft reports to shareholders and other documents provided or available to it and provide comments on a timely basis. In addition, each the Sub-Adviser Advisor and each officer and portfolio manager thereof designated by the Adviser Advisor will provide on a timely basis such certifications or sub-certifications as the Adviser Advisor may reasonably request in order to support and facilitate certifications required to be provided by the Trust's Principal Executive Officer and Principal Financial Officer and will adopt such disclosure controls and procedures in support of the disclosure controls and procedures adopted by the Trust as the AdviserAdvisor, on behalf of the Trust, deems are reasonably necessary. (g) Unless otherwise directed by the Adviser Advisor or the Board, each the Sub-Adviser Advisor will vote all proxies received in accordance with the AdviserAdvisor's proxy voting policy or, if the Sub-Adviser Advisor has a proxy voting policy approved by the Board, the Sub-AdviserAdvisor's proxy voting policy. Each The Sub-Adviser Advisor shall maintain and shall forward to the Trust Fund or its designated agent such proxy voting information as is necessary for the Trust Fund to timely file proxy voting results in accordance with Rule 30b1-4 of the 1940 Act. (h) Each The Sub-Adviser Advisor shall provide the TrustFund's custodian on each business day with information relating to all transactions concerning the assets of the Trust Fund and shall provide the Adviser Advisor with such information upon request of the AdviserAdvisor.

Further Duties. (a) In all matters relating to the performance of this Contract, each Sub-Adviser will act in conformity with the Agreement and Declaration of Trust, By-Laws and Registration Statement of the Trust and with the instructions and directions of the Adviser and the Board and will comply with the requirements of the 1940 Act, the rules, regulations, exemptive orders and no-action positions thereunder, and all other applicable laws and regulations. (b) Each Sub-Adviser shall maintain compliance procedures for the Trust that it and the Adviser reasonably believe are adequate to ensure compliance with the federal securities laws (as defined in Rule 38a-1 of the ▇▇▇▇ ▇▇▇1940 Act) and the investment objective(s) and policies as stated in the Trust's prospectus ’s prospectuses and statement of additional information. Each Sub-Adviser at its expense will provide the Adviser or the Trust's ’s Chief Compliance Officer with such compliance reports relating to its duties under this Contract as may be requested from time to time. Notwithstanding the foregoing, each Sub-Adviser will promptly report to the Adviser any material violations of the federal securities laws (as defined in Rule 38a-1 of the ▇▇▇▇ ▇▇▇1940 Act) that it is or should be aware of or of any material violation of the Sub-Adviser's ’s compliance policies and procedures that pertain to the Trust. (c) Each Sub-Adviser at its expense will make available to the Board and the Adviser at reasonable times its portfolio managers and other appropriate personnel, either in person or, at the mutual convenience of the Adviser and the Sub-Adviser, by telephone, in order to review the investment policies, performance and other investment related information regarding the Trust and to consult with the Board and the Adviser regarding the Trust's ’s investment affairs, including economic, statistical and investment matters related to the Sub-Adviser's ’s duties hereunder, and will provide periodic reports to the Adviser relating to the investment strategies it employs. Each Sub-Adviser and its personnel shall also cooperate fully with counsel and auditors for, and the Chief Compliance Officer of, the Adviser and the Trust. (d) Each Sub-Adviser will assist in the fair valuation of portfolio securities held by the Trust. The Sub-Adviser will use its reasonable efforts to provide, based upon its own expertise, and to arrange with parties independent of the Sub-Adviser such as broker-dealers for the provision of, valuation information or prices for securities for which prices are deemed by the Adviser or the Trust's ’s administrator not to be readily available in the ordinary course of business from an automated pricing service. In addition, each Sub-Adviser will assist the Trust and its agents in determining whether prices obtained for valuation purposes accurately reflect market price information relating to the assets of the Trust at such times as the Adviser shall reasonably request, including but not limited to, the hours after the close of a securities market and prior to the daily determination of the Trust's ’s net asset value per share. (e) Each Sub-Adviser represents and warrants that it has adopted a code of ethics meeting the requirements of Rule 17j-1 under the 1940 Act and the requirements of Rule 204A-1 under the Advisers Act and has provided the Adviser and the Board a copy of such code of ethics, together with evidence of its adoption, and will promptly provide copies of any changes thereto, together with evidence of their adoption. Upon request of the Adviser, but in any event no less frequently than annually, each Sub-Adviser will supply the Adviser a written report that (A) describes any issues arising under the code of ethics or procedures since the Sub-Adviser's ’s last report, including but not limited to material violations of the code of ethics or procedures and sanctions imposed in response to the material violations; and (B) certifies that the procedures contained in the Sub-Adviser's ’s code of ethics are reasonably designed to prevent "“access persons" ” from violating the code of ethics. (f) Upon request of the Adviser, each Sub-Adviser will review draft reports to shareholders and other documents provided or available to it and provide comments on a timely basis. In addition, each Sub-Adviser and each officer and portfolio manager thereof designated by the Adviser will provide on a timely basis such certifications or sub-certifications as the Adviser may reasonably request in order to support and facilitate certifications required to be provided by the Trust's ’s Principal Executive Officer and Principal Financial Officer and will adopt such disclosure controls and procedures in support of the disclosure controls and procedures adopted by the Trust as the Adviser, on behalf of the Trust, deems are reasonably necessary. (g) Unless otherwise directed by the Adviser or the Board, each Sub-Adviser will vote all proxies received in accordance with the Adviser's ’s proxy voting policy or, if the Sub-Adviser has a proxy voting policy approved by the Board, the Sub-Adviser's ’s proxy voting policy. Each Sub-Adviser shall maintain and shall forward to the Trust or its designated itsdesignated agent such proxy voting information as is necessary for the Trust to timely file proxy voting results in accordance with Rule 30b1-4 of the 1940 Act. (h) Each Sub-Adviser shall provide the Trust's ’s custodian on each business day with information relating to all transactions concerning the assets of the Trust and shall provide the Adviser with such information upon request of the Adviser.

Further Duties. (a) In all matters relating to the performance of this Contract, each Sub-Adviser will act in conformity with the Agreement and Articles of Incorporation or Declaration of Trust, as applicable, By-Laws and Registration Statement of the Trust each Fund and with the instructions and directions of the Adviser and the Board and will comply with the requirements of the 1940 Act, the rules, regulations, exemptive orders and no-action positions thereunder, and all other applicable laws and regulations. (b) Each Sub-Adviser shall maintain compliance procedures for the Trust Funds that it and the Adviser reasonably believe are adequate to ensure compliance with the federal securities laws (as defined in Rule 38a-1 of under the ▇▇▇▇ ▇▇▇) and the investment objective(s) and policies as stated in the Trust's prospectus Funds’ prospectuses and statement statements of additional information. Each Sub-Adviser at its expense will provide the Adviser or the Trust's Fund’s Chief Compliance Officer with such compliance reports relating to its duties under this Contract as may be requested from time to time. Notwithstanding the foregoing, each Sub-Adviser will promptly report to the Adviser any material violations of the federal securities laws (as defined in Rule 38a-1 of under the ▇▇▇▇ ▇▇▇) that it is or should be aware of or of any material violation of the Sub-Adviser's ’s compliance policies and procedures that pertain to the TrustFunds. (c) Each Sub-Adviser at its expense will make available to the Board and the Adviser at reasonable times its portfolio managers and other appropriate personnel, either in person or, at the mutual convenience of the Adviser and the Sub-Adviser, by telephone, in order to review the investment policies, performance and other investment related information regarding the Trust Funds and to consult with the Board and the Adviser regarding the Trust's Funds’ investment affairs, including economic, statistical and investment matters related to the Sub-Adviser's ’s duties hereunder, and will provide periodic reports to the Adviser relating to the investment strategies it employs. Each Sub-Adviser and its personnel shall also cooperate fully with counsel and auditors for, and the Chief Compliance Officer of, the Adviser and the TrustFund. (d) Each Sub-Adviser will assist in the fair valuation of portfolio securities held by the TrustFunds. The Sub-Adviser will use its reasonable efforts to provide, based upon its own expertise, and to arrange with parties independent of the Sub-Adviser such as broker-dealers for the provision of, valuation information or prices for securities for which prices are deemed by the Adviser or the Trust's Funds’ administrator not to be readily available in the ordinary course of business from an automated pricing service. In addition, each Sub-Adviser will assist the Trust Funds and its their agents in determining whether prices obtained for valuation purposes accurately reflect market price information relating to the assets of the Trust Funds at such times as the Adviser shall reasonably request, including but not limited to, the hours after the close of a securities market and prior to the daily determination of the Trust's a Fund’s net asset value per share. (e) Each Sub-Adviser represents and warrants that it has adopted a code of ethics meeting the requirements of Rule 17j-1 under the 1940 Act and the requirements of Rule 204A-1 under the Advisers Act and has provided the Adviser and the Board a copy of such code of ethics, together with evidence of its adoption, and will promptly provide copies of any changes thereto, together with evidence of their adoption. Upon request of the Adviser, but in any event no less frequently than annually, each Sub-Adviser will supply the Adviser a written report that (A) describes any issues arising under the code of ethics or procedures since the Sub-Adviser's ’s last report, including but not limited to material violations of the code of ethics or procedures and sanctions imposed in response to the material violations; and (B) certifies that the procedures contained in the Sub-Adviser's ’s code of ethics are reasonably designed to prevent "“access persons" ” from violating the code of ethics. (f) Upon request of the Adviser, each Sub-Adviser will review draft reports to shareholders and other documents provided or available to it and provide comments on a timely basis. In addition, each Sub-Adviser and each officer and portfolio manager thereof designated by the Adviser will provide on a timely basis such certifications or sub-certifications as the Adviser may reasonably request in order to support and facilitate certifications required to be provided by the Trust's Funds’ Principal Executive Officer and Principal Financial Officer and will adopt such disclosure controls and procedures in support of the disclosure controls and procedures adopted by the Trust Funds as the Adviser, on behalf of the Trust, deems are reasonably necessary. (g) Unless otherwise directed by the Adviser or the Board, each Sub-Adviser will vote all proxies received in accordance with the Adviser's ’s proxy voting policy or, if the Sub-Adviser has a proxy voting policy approved by the Board, the Sub-Adviser's ’s proxy voting policy. Each Sub-Adviser shall maintain and shall forward to the Trust Funds or its their designated agent such proxy voting information as is necessary for the Trust Funds to timely file proxy voting results in accordance with Rule 30b1-4 of under the 1940 Act. (h) Each Sub-Adviser shall provide the Trust's Funds’ custodian on each business day with information relating to all transactions concerning the assets of the Trust Funds and shall provide the Adviser with such information upon request of the Adviser.

Further Duties. (a) In all matters relating to the performance of this Contract, each the Sub-Adviser will act in conformity with the Agreement and Declaration of Trust, By-Laws and Registration Statement of the Trust and with the instructions and directions of the Adviser and the Board and will comply with the requirements of the 1940 Act, the rules, regulations, exemptive orders and no-action positions thereunder, and all other applicable laws and regulations. (b) Each The Sub-Adviser shall maintain compliance procedures for the Trust Fund that it and the Adviser reasonably believe are adequate to ensure compliance with the federal securities laws (as defined in Rule 38a-1 of under the ▇▇▇▇ ▇▇▇) and the investment objective(s) and policies as stated in the Trust's prospectus Funds’ prospectuses and statement statements of additional information. Each The Sub-Adviser at its expense will provide the Adviser or the Trust's ’s Chief Compliance Officer with such compliance reports relating to its duties under this Contract as may be requested from time to time. Notwithstanding the foregoing, each the Sub-Adviser will promptly report to the Adviser any material violations of the federal securities laws (as defined in Rule 38a-1 of under the ▇▇▇▇ ▇▇▇) that it is or should be aware of or of any material violation of the Sub-Adviser's ’s compliance policies and procedures that pertain to the TrustFund. (c) Each The Sub-Adviser at its expense will make available to the Board and the Adviser at reasonable times its portfolio managers and other appropriate personnel, either in person or, at the mutual convenience of the Adviser and the Sub-Adviser, by telephone, in order to review the investment policies, performance and other investment related information regarding the Trust Fund and to consult with the Board and the Adviser regarding the Trust's Fund’s investment affairs, including economic, statistical and investment matters related to the Sub-Adviser's ’s duties hereunder, and will provide periodic reports to the Adviser relating to the investment strategies it employs. Each The Sub-Adviser and its personnel shall also cooperate fully with counsel and auditors for, and the Chief Compliance Officer of, the Adviser and the Trust. (d) Each The Sub-Adviser will assist in the fair valuation of portfolio securities held by the TrustFund. The Sub-Adviser will use its reasonable efforts to provide, based upon its own expertise, and to arrange with parties independent of the Sub-Adviser such as broker-dealers for the provision of, valuation information or prices for securities for which prices are deemed by the Adviser or the Trust's ’s administrator not to be readily available in the ordinary course of business from an automated pricing service. In addition, each the Sub-Adviser will assist the Trust Fund and its agents in determining whether prices obtained for valuation purposes accurately reflect market price information relating to the assets of the Trust Fund at such times as the Adviser shall reasonably request, including but not limited to, the hours after the close of a securities market and prior to the daily determination of the Trust's Fund’s net asset value per share. (e) Each The Sub-Adviser represents and warrants that it has adopted a code of ethics meeting the requirements of Rule 17j-1 under the 1940 Act and the requirements of Rule 204A-1 under the Advisers Act and has provided the Adviser and the Board a copy of such code of ethics, together with evidence of its adoption, and will promptly provide copies of any changes thereto, together with evidence of their adoption. Upon request of the Adviser, but in any event no less frequently than annually, each the Sub-Adviser will supply the Adviser a written report that (A) describes any issues arising under the code of ethics or procedures since the Sub-Adviser's ’s last report, including but not limited to material violations of the code of ethics or procedures and sanctions imposed in response to the material violations; and (B) certifies that the procedures contained in the Sub-Adviser's ’s code of ethics are reasonably designed to prevent "“access persons" ” from violating the code of ethics. (f) Upon request of the Adviser, each the Sub-Adviser will review draft reports to shareholders and other documents provided or available to it and provide comments on a timely basis. In addition, each the Sub-Adviser and each officer and portfolio manager thereof designated by the Adviser will provide on a timely basis such certifications or sub-certifications as the Adviser may reasonably request in order to support and facilitate certifications required to be provided by the Trust's ’s Principal Executive Officer and Principal Financial Officer and will adopt such disclosure controls and procedures in support of the disclosure controls and procedures adopted by the Trust as the Adviser, on behalf of the Trust, deems are reasonably necessary. (g) Unless otherwise directed by the Adviser or the Board, each the Sub-Adviser will vote all proxies received in accordance with the Adviser's ’s proxy voting policy or, if the Sub-Adviser has a proxy voting policy approved by the Board, the Sub-Adviser's ’s proxy voting policy. Each The Sub-Adviser shall maintain and shall forward to the Trust Fund or its designated agent such proxy voting information as is necessary for the Trust Fund to timely file proxy voting results in accordance with Rule 30b1-4 of the 1940 Act. (h) Each The Sub-Adviser shall provide the Trust's Fund’s custodian on each business day with information relating to all transactions concerning the assets of the Trust Fund and shall provide the Adviser with such information upon request of the Adviser.

Further Duties. (a) In all matters relating to the performance of this Contract, each Sub-Adviser will act in conformity with the Agreement and Declaration of Trust, By-Laws and Registration Statement of the Trust and with the instructions and directions of the Adviser and the Board and will comply with the requirements of the 1940 Act, the rules, regulations, exemptive orders and no-action positions thereunder, and all other applicable laws and regulations. (b) Each Sub-Adviser shall maintain compliance procedures for the Trust that it and the Adviser reasonably believe are adequate to ensure compliance with the federal securities laws (as defined in Rule 38a-1 of the ▇▇▇▇ ▇▇▇1940 Act) and the investment objective(s) and policies as stated in the state▇ ▇▇ ▇▇▇ Trust's prospectus and statement of additional information. Each Sub-Adviser at its expense will provide the Adviser or the Trust's Chief Compliance Officer with such compliance reports relating to its duties under this Contract as may be requested from time to time. Notwithstanding the foregoing, each Sub-Adviser will promptly report to the Adviser any material violations of the federal securities laws (as defined in Rule 38a-1 of the ▇▇▇▇ ▇▇▇1940 Act) that it is or should be aware of or of any material violation ▇▇▇▇ation of the Sub-Adviser's compliance policies and procedures that pertain to the Trust. (c) Each Sub-Adviser at its expense will make available to the Board and the Adviser at reasonable times its portfolio managers and other appropriate personnel, either in person or, at the mutual convenience of the Adviser and the Sub-Adviser, by telephone, in order to review the investment policies, performance and other investment related information regarding the Trust and to consult with the Board and the Adviser regarding the Trust's investment affairs, including economic, statistical and investment matters related to the Sub-Adviser's duties hereunder, and will provide periodic reports to the Adviser relating to the investment strategies it employs. Each Sub-Adviser and its personnel shall also cooperate fully with counsel and auditors for, and the Chief Compliance Officer of, the Adviser and the Trust. (d) Each Sub-Adviser will assist in the fair valuation of portfolio securities held by the Trust. The Sub-Adviser will use its reasonable efforts to provide, based upon its own expertise, and to arrange with parties independent of the Sub-Adviser such as broker-dealers for the provision of, valuation information or prices for securities for which prices are deemed by the Adviser or the Trust's administrator not to be readily available in the ordinary course of business from an automated pricing service. In addition, each Sub-Adviser will assist the Trust and its agents in determining whether prices obtained for valuation purposes accurately reflect market price information relating to the assets of the Trust at such times as the Adviser shall reasonably request, including but not limited to, the hours after the close of a securities market and prior to the daily determination of the Trust's net asset value per share. (e) Each Sub-Adviser represents and warrants that it has adopted a code of ethics meeting the requirements of Rule 17j-1 under the 1940 Act and the requirements of Rule 204A-1 under the Advisers Act and has provided the Adviser and the Board a copy of such code of ethics, together with evidence of its adoption, and will promptly provide copies of any changes thereto, together with evidence of their adoption. Upon request of the Adviser, but in any event no less frequently than annually, each Sub-Adviser will supply the Adviser a written report that (A) describes any issues arising under the code of ethics or procedures since the Sub-Adviser's last report, including but not limited to material violations of the code of ethics or procedures and sanctions imposed in response to the material violations; and (B) certifies that the procedures contained in the Sub-Adviser's code of ethics are reasonably designed to prevent "access persons" from violating the code of ethics. (f) Upon request of the Adviser, each Sub-Adviser will review draft reports to shareholders and other documents provided or available to it and provide comments on a timely basis. In addition, each Sub-Adviser and each officer and portfolio manager thereof designated by the Adviser will provide on a timely basis such certifications or sub-certifications as the Adviser may reasonably request in order to support and facilitate certifications required to be provided by the Trust's Principal Executive Officer and Principal Financial Officer and will adopt such disclosure controls and procedures in support of the disclosure controls and procedures adopted by the Trust as the Adviser, on behalf of the Trust, deems are reasonably necessary. (g) Unless otherwise directed by the Adviser or the Board, each Sub-Adviser will vote all proxies received in accordance with the Adviser's proxy voting policy or, if the Sub-Adviser has a proxy voting policy approved by the Board, the Sub-Adviser's proxy voting policy. Each Sub-Adviser shall maintain and shall forward to the Trust or its designated agent such proxy voting information as is necessary for the Trust to timely file proxy voting results in accordance with Rule 30b1-4 of the 1940 Act. (h) Each Sub-Adviser shall provide the Trust's custodian on each business day with information relating to all transactions concerning the assets of the Trust and shall provide the Adviser with such information upon request of the Adviser.

Further Duties. (a) In all matters relating to the performance of this Contract, each Sub-Adviser will act in conformity with the Agreement and Declaration of Trust, By-Laws and Registration Statement of the Trust and with the instructions and directions of the Adviser and the Board and will comply with the requirements of the 1940 Act, the rules, regulations, exemptive orders and no-action positions thereunder, and all other applicable laws and regulations. (b) Each Sub-Adviser shall maintain compliance procedures for the Trust that it and the Adviser reasonably believe are adequate to ensure compliance with the federal securities laws (as defined in Rule 38a-1 of the ▇▇▇▇ ▇▇▇1940 Act) and the investment objective(s) and policies as stated in the ▇he Trust's prospectus and statement of additional information. Each Sub-Adviser at its expense will provide the Adviser or the Trust's Chief Compliance Officer with such compliance reports relating to its duties under this Contract as may be requested from time to time. Notwithstanding the foregoing, each Sub-Adviser will promptly report to the Adviser any material violations of the federal securities laws (as defined in Rule 38a-1 of the ▇▇▇▇ ▇▇▇1940 Act) that it is or should be aware of or of any material violation ▇▇▇▇▇▇▇on of the Sub-Adviser's compliance policies and procedures that pertain to the Trust. (c) Each Sub-Adviser at its expense will make available to the Board and the Adviser at reasonable times its portfolio managers and other appropriate personnel, either in person or, at the mutual convenience of the Adviser and the Sub-Adviser, by telephone, in order to review the investment policies, performance and other investment related information regarding the Trust and to consult with the Board and the Adviser regarding the Trust's investment affairs, including economic, statistical and investment matters related to the Sub-Adviser's duties hereunder, and will provide periodic reports to the Adviser relating to the investment strategies it employs. Each Sub-Adviser and its personnel shall also cooperate fully with counsel and auditors for, and the Chief Compliance Officer of, the Adviser and the Trust. (d) Each Sub-Adviser will assist in the fair valuation of portfolio securities held by the Trust. The Sub-Adviser will use its reasonable efforts to provide, based upon its own expertise, and to arrange with parties independent of the Sub-Adviser such as broker-dealers for the provision of, valuation information or prices for securities for which prices are deemed by the Adviser or the Trust's administrator not to be readily available in the ordinary course of business from an automated pricing service. In addition, each Sub-Adviser will assist the Trust and its agents in determining whether prices obtained for valuation purposes accurately reflect market price information relating to the assets of the Trust at such times as the Adviser shall reasonably request, including but not limited to, the hours after the close of a securities market and prior to the daily determination of the Trust's net asset value per share. (e) Each Sub-Adviser represents and warrants that it has adopted a code of ethics meeting the requirements of Rule 17j-1 under the 1940 Act and the requirements of Rule 204A-1 under the Advisers Act and has provided the Adviser and the Board a copy of such code of ethics, together with evidence of its adoption, and will promptly provide copies of any changes thereto, together with evidence of their adoption. Upon request of the Adviser, but in any event no less frequently than annually, each Sub-Adviser will supply the Adviser a written report that (A) describes any issues arising under the code of ethics or procedures since the Sub-Adviser's last report, including but not limited to material violations of the code of ethics or procedures and sanctions imposed in response to the material violations; and (B) certifies that the procedures contained in the Sub-Adviser's code of ethics are reasonably designed to prevent "access persons" from violating the code of ethics. (f) Upon request of the Adviser, each Sub-Adviser will review draft reports to shareholders and other documents provided or available to it and provide comments on a timely basis. In addition, each Sub-Adviser and each officer and portfolio manager thereof designated by the Adviser will provide on a timely basis such certifications or sub-certifications as the Adviser may reasonably request in order to support and facilitate certifications required to be provided by the Trust's Principal Executive Officer and Principal Financial Officer and will adopt such disclosure controls and procedures in support of the disclosure controls and procedures adopted by the Trust as the Adviser, on behalf of the Trust, deems are reasonably necessary. (g) Unless otherwise directed by the Adviser or the Board, each Sub-Adviser will vote all proxies received in accordance with the Adviser's proxy voting policy or, if the Sub-Adviser has a proxy voting policy approved by the Board, the Sub-Adviser's proxy voting policy. Each Sub-Adviser shall maintain and shall forward to the Trust or its designated agent such proxy voting information as is necessary for the Trust to timely file proxy voting results in accordance with Rule 30b1-4 of the 1940 Act. (h) Each Sub-Adviser shall provide the Trust's custodian on each business day with information relating to all transactions concerning the assets of the Trust and shall provide the Adviser with such information upon request of the Adviser.

Further Duties. (a) In all matters relating to the performance of this Contract, each Sub-Adviser will act in conformity with the Agreement and Declaration of Trust, By-Laws and Registration Statement of the Trust and with the instructions and directions of the Adviser and the Board and will comply with the requirements of the 1940 Act, the rules, regulations, exemptive orders and no-action positions thereunder, and all other applicable laws and regulations. (b) Each Sub-Adviser shall maintain compliance procedures for the Trust Funds that it and the Adviser reasonably believe are adequate to ensure compliance with the federal securities laws (as defined in Rule 38a-1 38a- 1 of the ▇▇▇▇ ▇▇▇1940 Act) and the investment objective(s) and policies as stated in the Trust's prospectus Funds’ prospectuses and statement of additional information. Each Sub-Adviser at its expense will provide the Adviser or the Trust's ’s Chief Compliance Officer with such compliance reports relating to its duties under this Contract as may be requested from time to time. Notwithstanding the foregoing, each Sub-Adviser will promptly report to the Adviser any material violations of the federal securities laws (as defined in Rule 38a-1 of the ▇▇▇▇ ▇▇▇1940 Act) that it is or should be aware of or of any material violation of the Sub-Adviser's ’s compliance policies and procedures that pertain to the TrustFunds. (c) Each Sub-Adviser at its expense will make available to the Board and the Adviser at reasonable times its portfolio managers and other appropriate personnel, either in person or, at the mutual convenience of the Adviser and the Sub-Adviser, by telephone, in order to review the investment policies, performance and other investment related information regarding the Trust Funds and to consult with the Board and the Adviser regarding the Trust's Funds’ investment affairs, including economic, statistical and investment matters related to the Sub-Adviser's ’s duties hereunder, and will provide periodic reports to the Adviser relating to the investment strategies it employs. Each Sub-Adviser and its personnel shall also cooperate fully with counsel and auditors for, and the Chief Compliance Officer of, the Adviser and the Trust. (d) Each Sub-Adviser will assist in the fair valuation of portfolio securities held by the TrustFunds. The Sub-Adviser will use its reasonable efforts to provide, based upon its own expertise, and to arrange with parties independent of the Sub-Adviser such as broker-dealers for the provision of, valuation information or prices for securities for which prices are deemed by the Adviser or the Trust's ’s administrator not to be readily available in the ordinary course of business from an automated pricing service. In addition, each Sub-Adviser will assist the Trust Funds and its their agents in determining whether prices obtained for valuation purposes accurately reflect market price information relating to the assets of the Trust Funds at such times as the Adviser shall reasonably request, including but not limited to, the hours after the close of a securities market and prior to the daily determination of the Trust's a Fund’s net asset value per share. (e) Each Sub-Adviser represents and warrants that it has adopted a code of ethics meeting the requirements of Rule 17j-1 under the 1940 Act and the requirements of Rule 204A-1 under the Advisers Act and has provided the Adviser and the Board a copy of such code of ethics, together with evidence of its adoption, and will promptly provide copies of any changes thereto, together with evidence of their adoption. Upon request of the Adviser, but in any event no less frequently than annually, each Sub-Adviser will supply the Adviser a written report that (A) describes any issues arising under the code of ethics or procedures since the Sub-Adviser's ’s last report, including but not limited to material violations of the code of ethics or procedures and sanctions imposed in response to the material violations; and (B) certifies that the procedures contained in the Sub-Adviser's ’s code of ethics are reasonably designed to prevent "“access persons" ” from violating the code of ethics. (f) Upon request of the Adviser, each Sub-Adviser will review draft reports to shareholders and other documents provided or available to it and provide comments on a timely basis. In addition, each Sub-Adviser and each officer and portfolio manager thereof designated by the Adviser will provide on a timely basis such certifications or sub-certifications as the Adviser may reasonably request in order to support and facilitate certifications required to be provided by the Trust's ’s Principal Executive Officer and Principal Financial Officer and will adopt such disclosure controls and procedures in support of the disclosure controls and procedures adopted by the Trust as the Adviser, on behalf of the Trust, deems are reasonably necessary. (g) Unless otherwise directed by the Adviser or the Board, each Sub-Adviser will vote all proxies received in accordance with the Adviser's ’s proxy voting policy or, if the Sub-Adviser has a proxy voting policy approved by the Board, the Sub-Adviser's ’s proxy voting policy. Each Sub-Adviser shall maintain and shall forward to the Trust Funds or its their designated agent such proxy voting information as is necessary for the Trust Funds to timely file proxy voting results in accordance with Rule 30b1-4 of the 1940 Act. (h) Each Sub-Adviser shall provide the Trust's Funds’ custodian on each business day with information relating to all transactions concerning the assets of the Trust Funds and shall provide the Adviser with such information upon request of the Adviser.

Further Duties. (a) In all matters relating to the performance of this Contract, each Sub-Adviser will act in conformity with the Agreement and Declaration of Trust, By-Laws and Registration Statement of the Trust and with the instructions and directions of the Adviser and the Board and will comply with the requirements of the 1940 Act, the rules, regulations, exemptive orders and no-action positions thereunder, and all other applicable laws and regulations. (b) Each Sub-Adviser shall maintain compliance procedures for the Trust that it and the Adviser reasonably believe are adequate to ensure compliance with the federal securities laws (as defined in Rule 38a-1 of the ▇▇▇▇ ▇▇▇1940 Act) and the investment objective(s) and policies as stated in the Trust's prospectus ’s prospectuses and statement of additional information. Each Sub-Adviser at its expense will provide the Adviser or the Trust's ’s Chief Compliance Officer with such compliance reports relating to its duties under this Contract as may be requested from time to time. Notwithstanding the foregoing, each Sub-Adviser will promptly report to the Adviser any material violations of the federal securities laws (as defined in Rule 38a-1 of the ▇▇▇▇ ▇▇▇1940 Act) that it is or should be aware of or of any material violation of the Sub-Adviser's ’s compliance policies and procedures that pertain to the Trust. (c) Each Sub-Adviser at its expense will make available to the Board and the Adviser at reasonable times its portfolio managers and other appropriate personnel, either in person or, at the mutual convenience of the Adviser and the Sub-Adviser, by telephone, in order to review the investment policies, performance and other investment related information regarding the Trust and to consult with the Board and the Adviser regarding the Trust's ’s investment affairs, including economic, statistical and investment matters related to the Sub-Adviser's ’s duties hereunder, and will provide periodic reports to the Adviser relating to the investment strategies it employs. Each Sub-Adviser and its personnel shall also cooperate fully with counsel and auditors for, and the Chief Compliance Officer of, the Adviser and the Trust. (d) Each Sub-Adviser will assist in the fair valuation of portfolio securities held by the Trust. The Sub-Adviser will use its reasonable efforts to provide, based upon its own expertise, and to arrange with parties independent of the Sub-Adviser such as broker-dealers for the provision of, valuation information or prices for securities for which prices are deemed by the Adviser or the Trust's ’s administrator not to be readily available in the ordinary course of business from an automated pricing service. In addition, each Sub-Adviser will assist the Trust and its agents in determining whether prices obtained for valuation purposes accurately reflect market price information relating to the assets of the Trust at such times as the Adviser shall reasonably request, including but not limited to, the hours after the close of a securities market and prior to the daily determination of the Trust's ’s net asset value per share. (e) Each Sub-Adviser represents and warrants that it has adopted a code of ethics meeting the requirements of Rule 17j-1 under the 1940 Act and the requirements of Rule 204A-1 under the Advisers Act and has provided the Adviser and the Board a copy of such code of ethics, together with evidence of its adoption, and will promptly provide copies of any changes thereto, together with evidence of their adoption. Upon request of the Adviser, but in any event no less frequently than annually, each Sub-Adviser will supply the Adviser a written report that (A) describes any issues arising under the code of ethics or procedures since the Sub-Adviser's ’s last report, including but not limited to material violations of the code of ethics or procedures and sanctions imposed in response to the material violations; and (B) certifies that the procedures contained in the Sub-Adviser's ’s code of ethics are reasonably designed to prevent "“access persons" ” from violating the code of ethics. (f) Upon request of the Adviser, each Sub-Adviser will review draft reports to shareholders and other documents provided or available to it and provide comments on a timely basis. In addition, each Sub-Adviser and each officer and portfolio manager thereof designated by the Adviser will provide on a timely basis such certifications or sub-certifications as the Adviser may reasonably request in order to support and facilitate certifications required to be provided by the Trust's ’s Principal Executive Officer and Principal Financial Officer and will adopt such disclosure controls and procedures in support of the disclosure controls and procedures adopted by the Trust as the Adviser, on behalf of the Trust, deems are reasonably necessary. (g) Unless otherwise directed by the Adviser or the Board, each Sub-Adviser will vote all proxies received in accordance with the Adviser's ’s proxy voting policy or, if the Sub-Adviser has a proxy voting policy approved by the Board, the Sub-Adviser's ’s proxy voting policy. Each Sub-Adviser shall maintain and shall forward to the Trust or its designated agent such proxy voting information as is necessary for the Trust to timely file proxy voting results in accordance with Rule 30b1-4 of the 1940 Act. (h) Each Sub-Adviser shall provide the Trust's ’s custodian on each business day with information relating to all transactions concerning the assets of the Trust and shall provide the Adviser with such information upon request of the Adviser.

Further Duties. (a) In all matters relating to the performance of this Contract, each Sub-Adviser will act in conformity with the Agreement and Declaration of Trust, By-Laws and Registration Statement of the Trust and with the instructions and directions of the Adviser and the Board and will comply with the requirements of the 1940 Act, the rules, regulations, exemptive orders and no-action positions thereunder, and all other applicable laws and regulations. (b) Each Sub-Adviser shall maintain compliance procedures for the Trust that it and the Adviser reasonably believe are adequate to ensure compliance with the federal securities laws (as defined in Rule 38a-1 of the ▇▇▇▇ ▇▇▇) and the investment objective(s) and policies as stated in the Trust's ’s prospectus and statement of additional information. Each Sub-Adviser at its expense will provide the Adviser or the Trust's ’s Chief Compliance Officer with such compliance reports relating to its duties under this Contract as may be requested from time to time. Notwithstanding the foregoing, each Sub-Adviser will promptly report to the Adviser any material violations of the federal securities laws (as defined in Rule 38a-1 of the ▇▇▇▇ ▇▇▇) that it is or should be aware of or of any material violation of the Sub-Adviser's ’s compliance policies and procedures that pertain to the Trust. (c) Each Sub-Adviser at its expense will make available to the Board and the Adviser at reasonable times its portfolio managers and other appropriate personnel, either in person or, at the mutual convenience of the Adviser and the Sub-Adviser, by telephone, in order to review the investment policies, performance and other investment related information regarding the Trust and to consult with the Board and the Adviser regarding the Trust's ’s investment affairs, including economic, statistical and investment matters related to the Sub-Adviser's ’s duties hereunder, and will provide periodic reports to the Adviser relating to the investment strategies it employs. Each Sub-Adviser and its personnel shall also cooperate fully with counsel and auditors for, and the Chief Compliance Officer of, the Adviser and the Trust. (d) Each Sub-Adviser will assist in the fair valuation of portfolio securities held by the Trust. The Sub-Adviser will use its reasonable efforts to provide, based upon its own expertise, and to arrange with parties independent of the Sub-Adviser such as broker-dealers for the provision of, valuation information or prices for securities for which prices are deemed by the Adviser or the Trust's ’s administrator not to be readily available in the ordinary course of business from an automated pricing service. In addition, each Sub-Adviser will assist the Trust and its agents in determining whether prices obtained for valuation purposes accurately reflect market price information relating to the assets of the Trust at such times as the Adviser shall reasonably request, including but not limited to, the hours after the close of a securities market and prior to the daily determination of the Trust's ’s net asset value per share. (e) Each Sub-Adviser represents and warrants that it has adopted a code of ethics meeting the requirements of Rule 17j-1 under the 1940 Act and the requirements of Rule 204A-1 under the Advisers Act and has provided the Adviser and the Board a copy of such code of ethics, together with evidence of its adoption, and will promptly provide copies of any changes thereto, together with evidence of their adoption. Upon request of the Adviser, but in any event no less frequently than annually, each Sub-Adviser will supply the Adviser a written report that (A) describes any issues arising under the code of ethics or procedures since the Sub-Adviser's ’s last report, including but not limited to material violations of the code of ethics or procedures and sanctions imposed in response to the material violations; and (B) certifies that the procedures contained in the Sub-Adviser's ’s code of ethics are reasonably designed to prevent "“access persons" ” from violating the code of ethics. (f) Upon request of the Adviser, each Sub-Adviser will review draft reports to shareholders and other documents provided or available to it and provide comments on a timely basis. In addition, each Sub-Adviser and each officer and portfolio manager thereof designated by the Adviser will provide on a timely basis such certifications or sub-certifications as the Adviser may reasonably request in order to support and facilitate certifications required to be provided by the Trust's ’s Principal Executive Officer and Principal Financial Officer and will adopt such disclosure controls and procedures in support of the disclosure controls and procedures adopted by the Trust as the Adviser, on behalf of the Trust, deems are reasonably necessary. (g) Unless otherwise directed by the Adviser or the Board, each Sub-Adviser will vote all proxies received in accordance with the Adviser's ’s proxy voting policy or, if the Sub-Adviser has a proxy voting policy approved by the Board, the Sub-Adviser's ’s proxy voting policy. Each Sub-Adviser shall maintain and shall forward to the Trust or its designated agent such proxy voting information as is necessary for the Trust to timely file proxy voting results in accordance with Rule 30b1-4 of the 1940 Act. (h) Each Sub-Adviser shall provide the Trust's ’s custodian on each business day with information relating to all transactions concerning the assets of the Trust and shall provide the Adviser with such information upon request of the Adviser.

Further Duties. (a) In all matters relating to the performance of this Contract, each Sub-Adviser will act in conformity with the Agreement and Declaration Articles of TrustIncorporation, By-Laws and Registration Statement of the Trust Fund and with the instructions and directions of the Adviser and the Board and will comply with the requirements of the 1940 Act, the rules, regulations, exemptive orders and no-action positions thereunder, and all other applicable laws and regulations. (b) Each Sub-Adviser shall maintain compliance procedures for the Trust Fund that it and the Adviser reasonably believe are adequate to ensure compliance with the federal securities laws (as defined in Rule 38a-1 of the ▇▇▇▇ ▇▇▇1940 Act) and the investment objective(s) and policies as stated in the Trust▇▇ ▇▇▇ Fund's prospectus and statement of additional informationprospectus. Each Sub-Adviser at its expense will provide the Adviser or the TrustFund's Chief Compliance Officer with such compliance reports relating to its duties under this Contract as may be requested from time to time. Notwithstanding the foregoing, each Sub-Adviser will promptly report to the Adviser any material violations of the federal securities laws (as defined in Rule 38a-1 of the ▇▇▇▇ ▇▇▇1940 Act) that it is or should be aware of or of any material violation vi▇▇▇▇▇▇▇ of the Sub-Adviser's compliance policies and procedures that pertain to the TrustFund. (c) Each Sub-Adviser at its expense will make available to the Board and the Adviser at reasonable times its portfolio managers and other appropriate personnel, either in person or, at the mutual convenience of the Adviser and the Sub-Adviser, by telephone, in order to review the investment policies, performance and other investment related information regarding the Trust Fund and to consult with the Board and the Adviser regarding the TrustFund's investment affairs, including economic, statistical and investment matters related to the Sub-Adviser's duties hereunder, and will provide periodic reports to the Adviser relating to the investment strategies it employs. Each Sub-Adviser and its personnel shall also cooperate fully with counsel and auditors for, and the Chief Compliance Officer of, the Adviser and the TrustFund. (d) Each Sub-Adviser will assist in the fair valuation of portfolio securities held by the TrustFund. The Sub-Adviser will use its reasonable efforts to provide, based upon its own expertise, and to arrange with parties independent of the Sub-Adviser such as broker-dealers for the provision of, valuation information or prices for securities for which prices are deemed by the Adviser or the TrustFund's administrator not to be readily available in the ordinary course of business from an automated pricing service. In addition, each Sub-Adviser will assist the Trust Fund and its agents in determining whether prices obtained for valuation purposes accurately reflect market price information relating to the assets of the Trust Fund at such times as the Adviser shall reasonably request, including but not limited to, the hours after the close of a securities market and prior to the daily determination of the TrustFund's net asset value per share. (e) Each Sub-Adviser represents and warrants that it has adopted a code of ethics meeting the requirements of Rule 17j-1 under the 1940 Act and the requirements of Rule 204A-1 under the Advisers Act and has provided the Adviser and the Board a copy of such code of ethics, together with evidence of its adoption, and will promptly provide copies of any changes thereto, together with evidence of their adoption. Upon request of the Adviser, but in any event no less frequently than annually, each Sub-Adviser will supply the Adviser a written report that (A) describes any issues arising under the code of ethics or procedures since the Sub-Adviser's last report, including but not limited to material violations of the code of ethics or procedures and sanctions imposed in response to the material violations; and (B) certifies that the procedures contained in the Sub-Adviser's code of ethics are reasonably designed to prevent "access persons" from violating the code of ethics. (f) Upon request of the Adviser, each Sub-Adviser will review draft reports to shareholders and other documents provided or available to it and provide comments on a timely basis. In addition, each Sub-Adviser and each officer and portfolio manager thereof designated by the Adviser will provide on a timely basis such certifications or sub-certifications as the Adviser may reasonably request in order to support and facilitate certifications required to be provided by the TrustFund's Principal Executive Officer and Principal Financial Officer and will adopt such disclosure controls and procedures in support of the disclosure controls and procedures adopted by the Trust Fund as the Adviser, on behalf of the TrustFund, deems are reasonably necessary. (g) Unless otherwise directed by the Adviser or the Board, each Sub-Adviser will vote all proxies received in accordance with the Adviser's proxy voting policy or, if the Sub-Adviser has a proxy voting policy approved by the Board, the Sub-Adviser's proxy voting policy. Each Sub-Adviser shall maintain and shall forward to the Trust Fund or its designated agent such proxy voting information as is necessary for the Trust Fund to timely file proxy voting results in accordance with Rule 30b1-4 of under the 1940 Act. (h) Each Sub-Adviser shall provide the TrustFund's custodian on each business day with information relating to all transactions concerning the assets of the Trust Fund and shall provide the Adviser with such information upon request of the Adviser.

Further Duties. (a) In all matters relating to the performance of this Contract, each Sub-Adviser will act in conformity with the Certificate and Agreement and Declaration of TrustLimited Partnership, By-Laws and Registration Statement of the Trust Fund and with the instructions and directions of the Adviser and the Board and will comply with the requirements of the 1940 Act, the rules, regulations, exemptive orders and no-action positions thereunder, and all other applicable laws and regulations. (b) Each Sub-Adviser shall maintain compliance procedures for the Trust Fund that it and the Adviser reasonably believe are adequate to ensure compliance with the federal securities laws (as defined in Rule 38a-1 of the ▇▇▇▇ ▇▇▇) and the investment objective(s) and policies as stated in the Trust's Fund’s prospectus and statement of additional information. Each Sub-Adviser at its expense will provide the Adviser or the Trust's Fund’s Chief Compliance Officer with such compliance reports relating to its duties under this Contract as may be requested from time to time. Notwithstanding the foregoing, each Sub-Adviser will promptly report to the Adviser any material violations of the federal securities laws (as defined in Rule 38a-1 of the ▇▇▇▇ ▇▇▇) that it is or should be aware of or of any material violation of the Sub-Adviser's ’s compliance policies and procedures that pertain to the TrustFund. (c) Each Sub-Adviser at its expense will make available to the Board and the Adviser at reasonable times its portfolio managers and other appropriate personnel, either in person or, at the mutual convenience of the Adviser and the Sub-Adviser, by telephone, in order to review the investment policies, performance and other investment related information regarding the Trust Fund and to consult with the Board and the Adviser regarding the Trust's Fund’s investment affairs, including economic, statistical and investment matters related to the Sub-Adviser's ’s duties hereunder, and will provide periodic reports to the Adviser relating to the investment strategies it employs. Each Sub-Adviser and its personnel shall also cooperate fully with counsel and auditors for, and the Chief Compliance Officer of, the Adviser and the TrustFund. (d) Each Sub-Adviser will assist in the fair valuation of portfolio securities held by the TrustFund. The Sub-Adviser will use its reasonable efforts to provide, based upon its own expertise, and to arrange with parties independent of the Sub-Adviser such as broker-dealers for the provision of, valuation information or prices for securities for which prices are deemed by the Adviser or the Trust's Fund’s administrator not to be readily available in the ordinary course of business from an automated pricing service. In addition, each Sub-Adviser will assist the Trust Fund and its agents in determining whether prices obtained for valuation purposes accurately reflect market price information relating to the assets of the Trust Fund at such times as the Adviser shall reasonably request, including but not limited to, the hours after the close of a securities market and prior to the daily determination of the Trust's Fund’s net asset value per share. (e) Each Sub-Adviser represents and warrants that it has adopted a code of ethics meeting the requirements of Rule 17j-1 under the 1940 Act and the requirements of Rule 204A-1 under the Advisers Act and has provided the Adviser and the Board a copy of such code of ethics, together with evidence of its adoption, and will promptly provide copies of any changes thereto, together with evidence of their adoption. Upon request of the Adviser, but in any event no less frequently than annually, each Sub-Adviser will supply the Adviser a written report that (A) describes any issues arising under the code of ethics or procedures since the Sub-Adviser's ’s last report, including but not limited to material violations of the code of ethics or procedures and sanctions imposed in response to the material violations; and (B) certifies that the procedures contained in the Sub-Adviser's ’s code of ethics are reasonably designed to prevent "“access persons" ” from violating the code of ethics. (f) Upon request of the Adviser, each Sub-Adviser will review draft reports to shareholders and other documents provided or available to it and provide comments on a timely basis. In addition, each Sub-Adviser and each officer and portfolio manager thereof designated by the Adviser will provide on a timely basis such certifications or sub-certifications as the Adviser may reasonably request in order to support and facilitate certifications required to be provided by the Trust's Fund’s Principal Executive Officer and Principal Financial Officer and will adopt such disclosure controls and procedures in support of the disclosure controls and procedures adopted by the Trust Fund as the Adviser, on behalf of the TrustFund, deems are reasonably necessary. (g) Unless otherwise directed by the Adviser or the Board, each Sub-Adviser will vote all proxies received in accordance with the Adviser's ’s proxy voting policy or, if the Sub-Adviser has a proxy voting policy approved by the Board, the Sub-Adviser's ’s proxy voting policy. Each Sub-Adviser shall maintain and shall forward to the Trust Fund or its designated agent such proxy voting information as is necessary for the Trust Fund to timely file proxy voting results in accordance with Rule 30b1-4 of the 1940 Act. (h) Each Sub-Adviser shall provide the Trust's Fund’s custodian on each business day with information relating to all transactions concerning the assets of the Trust Fund and shall provide the Adviser with such information upon request of the Adviser.

Further Duties. (a) In all matters relating to the performance of this Contract, each Sub-Adviser will act in conformity with the Agreement and Articles of Incorporation or Declaration of Trust, as applicable, By-Laws and Registration Statement of the Trust each Fund and with the instructions and directions of the Adviser and the Board and will comply with the requirements of the 1940 Act, the rules, regulations, exemptive orders and no-action positions thereunder, and all other applicable laws and regulations. (b) Each Sub-Adviser shall maintain compliance procedures for the Trust Funds that it and the Adviser reasonably believe are adequate to ensure compliance with the federal securities laws (as defined in Rule 38a-1 of under the ▇▇▇▇ ▇▇▇1940 Act) and the investment objective(s) and policies as stated in the Trust's prospectus state▇ ▇▇ ▇▇▇ Funds' prospectuses and statement statements of additional information. Each Sub-Adviser at its expense will provide the Adviser or the TrustFund's Chief Compliance Officer with such compliance reports relating to its duties under this Contract as may be requested from time to time. Notwithstanding the foregoing, each Sub-Adviser will promptly report to the Adviser any material violations of the federal securities laws (as defined in Rule 38a-1 of under the ▇▇▇▇ ▇▇▇1940 Act) that it is or should be aware of or of any material violation mater▇▇▇ ▇▇▇▇ation of the Sub-Adviser's compliance policies and procedures that pertain to the TrustFunds. (c) Each Sub-Adviser at its expense will make available to the Board and the Adviser at reasonable times its portfolio managers and other appropriate personnel, either in person or, at the mutual convenience of the Adviser and the Sub-Adviser, by telephone, in order to review the investment policies, performance and other investment related information regarding the Trust Funds and to consult with the Board and the Adviser regarding the Trust's Funds' investment affairs, including economic, statistical and investment matters related to the Sub-Adviser's duties hereunder, and will provide periodic reports to the Adviser relating to the investment strategies it employs. Each Sub-Adviser and its personnel shall also cooperate fully with counsel and auditors for, and the Chief Compliance Officer of, the Adviser and the TrustFund. (d) Each Sub-Adviser will assist in the fair valuation of portfolio securities held by the TrustFunds. The Sub-Adviser will use its reasonable efforts to provide, based upon its own expertise, and to arrange with parties independent of the Sub-Adviser such as broker-dealers for the provision of, valuation information or prices for securities for which prices are deemed by the Adviser or the Trust's Funds' administrator not to be readily available in the ordinary course of business from an automated pricing service. In addition, each Sub-Adviser will assist the Trust Funds and its their agents in determining whether prices obtained for valuation purposes accurately reflect market price information relating to the assets of the Trust Funds at such times as the Adviser shall reasonably request, including but not limited to, the hours after the close of a securities market and prior to the daily determination of the Trusta Fund's net asset value per share. (e) Each Sub-Adviser represents and warrants that it has adopted a code of ethics meeting the requirements of Rule 17j-1 under the 1940 Act and the requirements of Rule 204A-1 under the Advisers Act and has provided the Adviser and the Board a copy of such code of ethics, together with evidence of its adoption, and will promptly provide copies of any changes thereto, together with evidence of their adoption. Upon request of the Adviser, but in any event no less frequently than annually, each Sub-Adviser will supply the Adviser a written report that (A) describes any issues arising under the code of ethics or procedures since the Sub-Adviser's last report, including but not limited to material violations of the code of ethics or procedures and sanctions imposed in response to the material violations; and (B) certifies that the procedures contained in the Sub-Adviser's code of ethics are reasonably designed to prevent "access persons" from violating the code of ethics. (f) Upon request of the Adviser, each Sub-Adviser will review draft reports to shareholders and other documents provided or available to it and provide comments on a timely basis. In addition, each Sub-Adviser and each officer and portfolio manager thereof designated by the Adviser will provide on a timely basis such certifications or sub-certifications as the Adviser may reasonably request in order to support and facilitate certifications required to be provided by the Trust's Funds' Principal Executive Officer and Principal Financial Officer and will adopt such disclosure controls and procedures in support of the disclosure controls and procedures adopted by the Trust Funds as the Adviser, on behalf of the Trust, deems are reasonably necessary. (g) Unless otherwise directed by the Adviser or the Board, each Sub-Adviser will vote all proxies received in accordance with the Adviser's proxy voting policy or, if the Sub-Adviser has a proxy voting policy approved by the Board, the Sub-Adviser's proxy voting policy. Each Sub-Adviser shall maintain and shall forward to the Trust Funds or its their designated agent such proxy voting information as is necessary for the Trust Funds to timely file proxy voting results in accordance with Rule 30b1-4 of under the 1940 Act. (h) Each Sub-Adviser shall provide the Trust's Funds' custodian on each business day with information relating to all transactions concerning the assets of the Trust Funds and shall provide the Adviser with such information upon request of the Adviser.