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 0000 Xxx) 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 0000 Xxx) 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 0000 Xxx) 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 0000 Xxx) 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 ContractAgreement, each the Sub-Adviser will seek to act in conformity with the Agreement and Declaration of Trust’s Trust Instrument, By-Laws and Registration Statement of Statement, the Trust’s policies and procedures for compliance by the Trust with the Federal Securities Laws (as that term is defined in Rule 38a-1 under the 0000 Xxx) provided to the Sub-Adviser (together, the “Trust Compliance Procedures”) and with the written instructions and written directions of the Adviser Board and the Board UBS Global AM, and will comply with the requirements of the 1940 Act, and the rulesAdvisers Act, regulationsand the rules under each, exemptive orders and no-action positions thereunderthe Code, and all other applicable federal and state laws and regulations. regulations applicable to the Trust and the Portfolio. UBS Global AM agrees to provide to the Sub-Adviser copies of the Trust’s Trust Instrument, By-Laws, Registration Statement, Trust’s Compliance Procedures, written instructions and directions of the Board and UBS Global AM, and any amendments or supplements to any of these materials as soon as practicable after such materials become available. UBS Global AM further agrees to identify to the Sub-Adviser in writing any broker-dealers that are affiliated with UBS Global AM (bother than UBS Financial Services Inc. and UBS Global Asset Management (US) Each Inc.). In order to assist the Trust and the Trust’s Chief Compliance Officer (the “Trust CCO”) to satisfy the requirements contained in Rule 38a-1 under the 1940 Act, the Sub-Adviser shall maintain compliance procedures for provide to the Trust that it and the Adviser reasonably believe are adequate CCO: (i) direct access to ensure compliance with the federal securities laws (as defined in Rule 38a-1 of the 0000 Xxx) 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 0000 Xxx) that it is or should be aware of or of any material violation of the Sub-Adviser's ’s chief compliance policies and procedures officer and/or other senior compliance personnel, as reasonably requested by the Trust CCO; (ii) quarterly reports confirming 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 has complied with the Trust Compliance Procedures in managing the Portfolio or Segment; and to consult with (iii) quarterly certifications that there were no Material Compliance Matters (as that term is defined by Rule 38a-1(e)(2)) that arose under the Board and the Adviser regarding the Trust's investment affairs, including economic, statistical and investment matters Trust Compliance Procedures that related to the Sub-Adviser's duties hereunder, and will provide periodic reports to ’s management of the Adviser relating to the investment strategies it employsPortfolio or Segment. Each The Sub-Adviser shall promptly provide the Trust CCO with copies of: (i) the Sub-Adviser’s policies and its personnel procedures for compliance by the Sub-Adviser with the Federal Securities Laws (together, the “Sub-Adviser Compliance Procedures”), and (ii) any material changes to the Sub-Adviser Compliance Procedures. The Sub-Adviser shall also cooperate fully with counsel the Trust CCO so as to facilitate the Trust CCO’s performance of the Trust CCO’s responsibilities under Rule 38a-1 to review, evaluate and auditors for, and the Chief Compliance Officer of, the Adviser and report to the Trust. (d) Each ’s Board on the operation of the Sub-Adviser will assist Compliance Procedures, and shall promptly report to the Trust CCO any Material Compliance Matter arising under the Sub-Adviser Compliance Procedures involving the Portfolio or Segment. The Sub-Adviser shall provide to the Trust CCO: (i) quarterly reports confirming the Sub-Adviser’s compliance with the Sub-Adviser Compliance Procedures in managing the Portfolio or Segment, and (ii) certifications that there were no Material Compliance Matters involving the Sub-Adviser that arose under the Sub-Adviser Compliance Procedures that affected the Portfolio or Segment. At least annually, the Sub-Adviser shall provide a certification to the Trust CCO to the effect that the Sub-Adviser has in place and has implemented policies and procedures that are reasonably designed to ensure compliance by the Sub-Adviser with any applicable Federal Securities Laws, subject to such interpretations as may be contained in the fair valuation of portfolio securities held by the TrustTrust Compliance Procedures. The Sub-Adviser will use its reasonable efforts promptly provide UBS Global AM with information (including information that is required to provide, based upon its own expertise, and be disclosed in the Trust’s registration statement) with respect to arrange with parties independent of the Sub-Adviser such as broker-dealers portfolio managers responsible for the provision of, valuation information Portfolio or prices for securities for which prices are deemed by the Adviser or the Trust's administrator not to be readily available Segment and any changes in the ordinary course of business from an automated pricing serviceportfolio managers responsible for the Portfolio or Segment. In addition, each The Sub-Adviser will assist promptly notify UBS Global AM of any pending investigation, material litigation, administrative proceeding or any other significant regulatory inquiry. The Sub-Adviser will cooperate promptly and fully with UBS Global AM and/or the Trust and its agents in determining whether prices obtained for valuation purposes accurately reflect market price responding to any regulatory or compliance examinations or inspections (including information requests) relating to the assets of Trust, the Trust at such times as the Adviser shall reasonably requestPortfolio or UBS Global AM brought by any governmental or regulatory authorities having appropriate jurisdiction (including, including but not limited to, the hours after the close of a securities market Securities and prior to the daily determination of the Trust's net asset value per shareExchange Commission (“SEC”)). (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 0000 Xxx) 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 0000 Xxx) 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 0000 Xxx) 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 0000 Xxx) 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 0000 Xxx) 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 0000 Xxx) 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 0000 Xxx) 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 0000 Xxx) 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 0000 Xxx) 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 0000 Xxx) 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 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 0000 Xxx1940 Act) and the investment objective(s) and policies as stated in the xx xxx 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 0000 Xxx1940 Act) that it is or should be aware of or of any material violation xxxxxtion 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 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 0000 Xxx) 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 0000 Xxx) 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 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 0000 Xxx) 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 0000 Xxx) 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 ContractAgreement, each the Sub-Adviser will act in conformity with the Agreement and Declaration of Trust’s Trust Instrument, By-Laws and Registration Statement of Statement, the Trust’s policies and procedures for compliance by the Trust with the Federal Securities Laws (as that term is defined in Rule 38a-1 under the 0000 Xxx) provided to the Sub-Adviser (together, the “Trust Compliance Procedures”) and with the written instructions and written directions of the Adviser Board and the Board UBS Global AM; and will comply with the applicable requirements of the 1940 Act, the rulesInvestment Advisers Act of 1940, regulationsas amended (“Advisers Act”), exemptive orders and no-action positions thereunderthe rules under each, the Code, and all other applicable federal and state laws and regulations. (b) Each regulations applicable to the Trust and the Portfolio. UBS Global AM agrees to provide to the Sub-Adviser copies of the Trust’s Trust Instrument, By-Laws, Registration Statement, Trust’s Compliance Procedures, written instructions and directions of the Board and UBS Global AM, and any amendments or supplements to any of these materials as soon as practicable after such materials become available; provided, however, that the Sub-Adviser’s duty under this Agreement to act in conformity with any document, instruction or guideline produced by the Trust or UBS Global AM shall not arise until it has been delivered to the Sub-Adviser. Any changes to the objectives, policies and restrictions will make due allowance for the time within which the Sub-Adviser shall maintain compliance procedures for have to come into compliance. UBS Global AM further agrees to identify to the Sub-Adviser in writing any broker-dealers that are affiliated with UBS Global AM (other than UBS Financial Services Inc. and UBS Global Asset Management (US) Inc.). In order to assist the Trust that it and the Adviser reasonably believe are adequate Trust’s Chief Compliance Officer (the “Trust CCO”) to ensure compliance with satisfy the federal securities laws (as defined requirements contained in Rule 38a-1 of under the 0000 Xxx) and 1940 Act, 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 shall 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 Trust CCO: (as defined in Rule 38a-1 of the 0000 Xxxi) that it is or should be aware of or of any material violation of direct access to the Sub-Adviser's ’s chief compliance policies officer (the “Sub-Adviser CCO”), as reasonably requested by the Trust CCO; (ii) quarterly reports confirming that the Sub-Adviser has complied with the Trust Compliance Procedures in managing the Portfolio or Segment; and procedures (iii) quarterly certifications that pertain there were no Material Compliance Matters (as that term is defined by Rule 38a-1(e)(2)), other than those Material Compliance Matters which have previously been disclosed 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’s CCO, 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 that arose under the Trust and to consult with the Board and the Adviser regarding the Trust's investment affairs, including economic, statistical and investment matters Compliance Procedures that related to the Sub-Adviser's duties hereunder, and will provide periodic reports to ’s management of the Adviser relating to the investment strategies it employsPortfolio or Segment. Each The Sub-Adviser shall promptly provide the Trust CCO with copies of: (i) the Sub-Adviser’s policies and its personnel procedures for compliance by the Sub-Adviser with the Federal Securities Laws (together, the “Sub-Adviser Compliance Procedures”), and (ii) any material changes to the Sub-Adviser Compliance Procedures. The Sub-Adviser shall also cooperate fully with counsel the Trust CCO so as to facilitate the Trust CCO’s performance of the Trust CCO’s responsibilities under Rule 38a-1 to review, evaluate and auditors for, and the Chief Compliance Officer of, the Adviser and report to the Trust. (d) Each ’s Board on the operation of the Sub-Adviser will assist Compliance Procedures, and shall promptly report to the Trust CCO any Material Compliance Matter arising under the Sub-Adviser Compliance Procedures involving the Portfolio or Segment. The Sub-Adviser shall provide to the Trust CCO: (i) quarterly reports confirming the Sub-Adviser’s compliance with the Sub-Adviser Compliance Procedures in managing the fair valuation of portfolio securities held Portfolio or Segment, and (ii) certifications that there were no Material Compliance Matters involving the Sub-Adviser, other than those Material Compliance Matters which have previously been disclosed to the Trust’s CCO, that arose under the Sub-Adviser Compliance Procedures that affected the Portfolio or Segment. At least annually, the Sub-Adviser shall provide a certification to the Trust CCO to the effect that the Sub-Adviser has in place and has implemented policies and procedures that are reasonably designed to ensure compliance by the TrustSub-Adviser with the Federal Securities Laws. The Sub-Adviser will use its reasonable efforts provide UBS Global AM with information (including information that is required to provide, based upon its own expertise, and be disclosed in the Trust’s registration statement) with respect to arrange with parties independent of the Sub-Adviser such as broker-dealers portfolio managers responsible for the provision of, valuation information Portfolio or prices for securities for which prices are deemed by the Adviser or the Trust's administrator not to be readily available Segment and any changes in the ordinary course of business from an automated pricing serviceportfolio managers responsible for the Portfolio or Segment. In addition, each The Sub-Adviser will assist the Trust and its agents in determining whether prices obtained for valuation purposes accurately reflect market price information promptly notify UBS Global AM of any pending investigation, material litigation, administrative proceeding or any other significant regulatory inquiry, relating to the assets Sub-Adviser’s provision of services to the Portfolio or Segment, or otherwise negatively impacting its ability to serve as an advisor to a registered investment company. The Sub-Adviser will cooperate promptly and fully with UBS Global AM and/or the Trust at such times as in responding to any regulatory or compliance examinations or inspections (including information requests) relating to the Adviser shall reasonably requestTrust, including the Portfolio or UBS Global AM brought by any governmental or regulatory authorities having appropriate jurisdiction (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 shareSEC). (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 ContractAgreement, each the Sub-Adviser will seek to act in conformity with the Agreement and Declaration of Trust’s Trust Instrument, By-Laws and Registration Statement of Statement, the Trust’s policies and procedures for compliance by the Trust with the Federal Securities Laws (as that term is defined in Rule 38a-1 under the 1940 Act) provided to the Sub-Adviser (together, the “Trust Compliance Procedures”) and with the written instructions and written directions of the Adviser Board and the Board UBS Global AM, and will comply with the requirements of the 1940 Act, and the rulesAdvisers Act, regulationsand the rules under each, exemptive orders and no-action positions thereunderthe Code, and all other applicable federal and state laws and regulations. regulations applicable to the Trust and the Portfolio. UBS Global AM agrees to provide to the Sub-Adviser copies of the Trust’s Trust Instrument, By-Laws, Registration Statement, Trust’s Compliance Procedures, written instructions and directions of the Board and UBS Global AM, and any amendments or supplements to any of these materials as soon as practicable after such materials become available. UBS Global AM further agrees to identify to the Sub-Adviser in writing any broker-dealers that are affiliated with UBS Global AM (bother than UBS Financial Services Inc. and UBS Global Asset Management (US) Each Inc.). In order to assist the Trust and the Trust’s Chief Compliance Officer (the “Trust CCO”) to satisfy the requirements contained in Rule 38a-1 under the 1940 Act, the Sub-Adviser shall maintain compliance procedures for provide to the Trust that it and the Adviser reasonably believe are adequate CCO: (i) direct access to ensure compliance with the federal securities laws (as defined in Rule 38a-1 of the 0000 Xxx) 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 0000 Xxx) that it is or should be aware of or of any material violation of the Sub-Adviser's ’s chief compliance policies and procedures officer and/or other senior compliance personnel, as reasonably requested by the Trust CCO; (ii) quarterly reports confirming 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 has complied with the Trust Compliance Procedures in managing the Portfolio or Segment; and to consult with (iii) quarterly certifications that there were no Material Compliance Matters (as that term is defined by Rule 38a-1(e)(2)) that arose under the Board and the Adviser regarding the Trust's investment affairs, including economic, statistical and investment matters Trust Compliance Procedures that related to the Sub-Adviser's duties hereunder, and will provide periodic reports to ’s management of the Adviser relating to the investment strategies it employsPortfolio or Segment. Each The Sub-Adviser shall promptly provide the Trust CCO with copies of: (i) the Sub-Adviser’s policies and its personnel procedures for compliance by the Sub-Adviser with the Federal Securities Laws (together, the “Sub-Adviser Compliance Procedures”), and (ii) any material changes to the Sub-Adviser Compliance Procedures. The Sub-Adviser shall also cooperate fully with counsel the Trust CCO so as to facilitate the Trust CCO’s performance of the Trust CCO’s responsibilities under Rule 38a-1 to review, evaluate and auditors for, and the Chief Compliance Officer of, the Adviser and report to the Trust. (d) Each ’s Board on the operation of the Sub-Adviser will assist Compliance Procedures, and shall promptly report to the Trust CCO any Material Compliance Matter arising under the Sub-Adviser Compliance Procedures involving the Portfolio or Segment. The Sub-Adviser shall provide to the Trust CCO: (i) quarterly reports confirming the Sub-Adviser’s compliance with the Sub-Adviser Compliance Procedures in managing the Portfolio or Segment, and (ii) certifications that there were no Material Compliance Matters involving the Sub-Adviser that arose under the Sub-Adviser Compliance Procedures that affected the Portfolio or Segment. At least annually, the Sub-Adviser shall provide a certification to the Trust CCO to the effect that the Sub-Adviser has in place and has implemented policies and procedures that are reasonably designed to ensure compliance by the Sub-Adviser with any applicable Federal Securities Laws, subject to such interpretations as may be contained in the fair valuation of portfolio securities held by the TrustTrust Compliance Procedures. The Sub-Adviser will use its reasonable efforts promptly provide UBS Global AM with information (including information that is required to provide, based upon its own expertise, and be disclosed in the Trust’s registration statement) with respect to arrange with parties independent of the Sub-Adviser such as broker-dealers portfolio managers responsible for the provision of, valuation information Portfolio or prices for securities for which prices are deemed by the Adviser or the Trust's administrator not to be readily available Segment and any changes in the ordinary course of business from an automated pricing serviceportfolio managers responsible for the Portfolio or Segment. In addition, each The Sub-Adviser will assist promptly notify UBS Global AM of any pending investigation, material litigation, administrative proceeding or any other significant regulatory inquiry. The Sub-Adviser will cooperate promptly and fully with UBS Global AM and/or the Trust and its agents in determining whether prices obtained for valuation purposes accurately reflect market price responding to any regulatory or compliance examinations or inspections (including information requests) relating to the assets of Trust, the Trust at such times as the Adviser shall reasonably requestPortfolio or UBS Global AM brought by any governmental or regulatory authorities having appropriate jurisdiction (including, including but not limited to, the hours after the close of a securities market Securities and prior to the daily determination of the Trust's net asset value per shareExchange Commission (“SEC”)). (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 0000 Xxx) 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 0000 Xxx) 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 ContractAgreement, each the Sub-Adviser will seek to act in conformity with the Agreement and Declaration of Trust’s Trust Instrument, By-Laws and Registration Statement of Statement, the Trust’s policies and procedures for compliance by the Trust with the Federal Securities Laws (as that term is defined in Rule 38a-1 under the 0000 Xxx) provided to the Sub-Adviser (together, the “Trust Compliance Procedures”) and with the written instructions and written directions of the Adviser Board and the Board UBS AM, and will comply with the requirements of the 1940 Act, and the rulesAdvisers Act, regulationsand the rules under each, exemptive orders and no-action positions thereunderthe Code, and all other applicable federal and state laws and regulations. regulations applicable to the Trust and the Portfolio. UBS AM agrees to provide to the Sub-Adviser copies of the Trust’s Trust Instrument, By-Laws, Registration Statement, Trust’s Compliance Procedures, written instructions and directions of the Board and UBS AM, and any amendments or supplements to any of these materials as soon as practicable after such materials become available. UBS AM further agrees to identify to the Sub-Adviser in writing any broker-dealers that are affiliated with UBS AM (bother than UBS Financial Services Inc. and UBS Asset Management (US) Each Inc.). In order to assist the Trust and the Trust’s Chief Compliance Officer (the “Trust CCO”) to satisfy the requirements contained in Rule 38a-1 under the 1940 Act, the Sub-Adviser shall maintain compliance procedures for provide to the Trust that it and the Adviser reasonably believe are adequate CCO: (i) direct access to ensure compliance with the federal securities laws (as defined in Rule 38a-1 of the 0000 Xxx) 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 0000 Xxx) that it is or should be aware of or of any material violation of the Sub-Adviser's ’s chief compliance policies and procedures officer and/or other senior compliance personnel, as reasonably requested by the Trust CCO; (ii) quarterly reports confirming 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 has complied with the Trust Compliance Procedures in managing the Portfolio or Segment; and to consult with (iii) quarterly certifications that there were no Material Compliance Matters (as that term is defined by Rule 38a-1(e)(2)) that arose under the Board and the Adviser regarding the Trust's investment affairs, including economic, statistical and investment matters Trust Compliance Procedures that related to the Sub-Adviser's duties hereunder, and will provide periodic reports to ’s management of the Adviser relating to the investment strategies it employsPortfolio or Segment. Each The Sub-Adviser shall promptly provide the Trust CCO with copies of: (i) the Sub-Adviser’s policies and its personnel procedures for compliance by the Sub-Adviser with the Federal Securities Laws (together, the “Sub-Adviser Compliance Procedures”), and (ii) any material changes to the Sub-Adviser Compliance Procedures. The Sub-Adviser shall also cooperate fully with counsel the Trust CCO so as to facilitate the Trust CCO’s performance of the Trust CCO’s responsibilities under Rule 38a-1 to review, evaluate and auditors for, and the Chief Compliance Officer of, the Adviser and report to the Trust. (d) Each ’s Board on the operation of the Sub-Adviser will assist Compliance Procedures, and shall promptly report to the Trust CCO any Material Compliance Matter arising under the Sub-Adviser Compliance Procedures involving the Portfolio or Segment. The Sub-Adviser shall provide to the Trust CCO: (i) quarterly reports confirming the Sub-Adviser’s compliance with the Sub-Adviser Compliance Procedures in managing the Portfolio or Segment, and (ii) certifications that there were no Material Compliance Matters involving the Sub-Adviser that arose under the Sub-Adviser Compliance Procedures that affected the Portfolio or Segment. At least annually, the Sub-Adviser shall provide a certification to the Trust CCO to the effect that the Sub-Adviser has in place and has implemented policies and procedures that are reasonably designed to ensure compliance by the Sub-Adviser with any applicable Federal Securities Laws, subject to such interpretations as may be contained in the fair valuation of portfolio securities held by the TrustTrust Compliance Procedures. The Sub-Adviser will use its reasonable efforts promptly provide UBS AM with information (including information that is required to provide, based upon its own expertise, and be disclosed in the Trust’s registration statement) with respect to arrange with parties independent of the Sub-Adviser such as broker-dealers portfolio managers responsible for the provision of, valuation information Portfolio or prices for securities for which prices are deemed by the Adviser or the Trust's administrator not to be readily available Segment and any changes in the ordinary course of business from an automated pricing serviceportfolio managers responsible for the Portfolio or Segment. In addition, each The Sub-Adviser will assist promptly notify UBS AM of any pending investigation, material litigation, administrative proceeding or any other significant regulatory inquiry. The Sub-Adviser will cooperate promptly and fully with UBS AM and/or the Trust and its agents in determining whether prices obtained for valuation purposes accurately reflect market price responding to any regulatory or compliance examinations or inspections (including information requests) relating to the assets of Trust, the Trust at such times as the Adviser shall reasonably requestPortfolio or UBS AM brought by any governmental or regulatory authorities having appropriate jurisdiction (including, including but not limited to, the hours after the close of a securities market Securities and prior to the daily determination of the Trust's net asset value per shareExchange Commission (“SEC”)). (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 ContractAgreement, each the Sub-Adviser will seek to act in conformity with the Agreement and Declaration of Trust’s Trust Instrument, By-Laws and Registration Statement of Statement, the Trust’s policies and procedures for compliance by the Trust with the Federal Securities Laws (as that term is defined in Rule 38a-1 under the 1000 Xxx) provided to the Sub-Adviser (together, the “Trust Compliance Procedures”) and with the written instructions and written directions of the Adviser Board and the Board UBS Global AM, and will comply with the requirements of the 1940 Act, and the rulesAdvisers Act, regulationsand the rules under each, exemptive orders and no-action positions thereunderthe Code, and all other applicable federal and state laws and regulations. regulations applicable to the Trust and the Portfolio. UBS Global AM agrees to provide to the Sub-Adviser copies of the Trust’s Trust Instrument, By-Laws, Registration Statement, Trust’s Compliance Procedures, written instructions and directions of the Board and UBS Global AM, and any amendments or supplements to any of these materials as soon as practicable after such materials become available. UBS Global AM further agrees to identify to the Sub-Adviser in writing any broker-dealers that are affiliated with UBS Global AM (bother than UBS Financial Services Inc. and UBS Global Asset Management (US) Each Inc.). In order to assist the Trust and the Trust’s Chief Compliance Officer (the “Trust CCO”) to satisfy the requirements contained in Rule 38a-1 under the 1940 Act, the Sub-Adviser shall maintain compliance procedures for provide to the Trust that it and the Adviser reasonably believe are adequate CCO: (i) direct access to ensure compliance with the federal securities laws (as defined in Rule 38a-1 of the 0000 Xxx) 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 0000 Xxx) that it is or should be aware of or of any material violation of the Sub-Adviser's ’s chief compliance policies and procedures officer and/or other senior compliance personnel, as reasonably requested by the Trust CCO; (ii) quarterly reports confirming 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 has complied with the Trust Compliance Procedures in managing the Portfolio or Segment; and to consult with (iii) quarterly certifications that there were no Material Compliance Matters (as that term is defined by Rule 38a-1(e)(2)) that arose under the Board and the Adviser regarding the Trust's investment affairs, including economic, statistical and investment matters Trust Compliance Procedures that related to the Sub-Adviser's duties hereunder, and will provide periodic reports to ’s management of the Adviser relating to the investment strategies it employsPortfolio or Segment. Each The Sub-Adviser shall promptly provide the Trust CCO with copies of: (i) the Sub-Adviser’s policies and its personnel procedures for compliance by the Sub-Adviser with the Federal Securities Laws (together, the “Sub-Adviser Compliance Procedures”), and (ii) any material changes to the Sub-Adviser Compliance Procedures. The Sub-Adviser shall also cooperate fully with counsel the Trust CCO so as to facilitate the Trust CCO’s performance of the Trust CCO’s responsibilities under Rule 38a-1 to review, evaluate and auditors for, and the Chief Compliance Officer of, the Adviser and report to the Trust. (d) Each ’s Board on the operation of the Sub-Adviser will assist Compliance Procedures, and shall promptly report to the Trust CCO any Material Compliance Matter arising under the Sub-Adviser Compliance Procedures involving the Portfolio or Segment. The Sub-Adviser shall provide to the Trust CCO: (i) quarterly reports confirming the Sub-Adviser’s compliance with the Sub-Adviser Compliance Procedures in managing the Portfolio or Segment, and (ii) certifications that there were no Material Compliance Matters involving the Sub-Adviser that arose under the Sub-Adviser Compliance Procedures that affected the Portfolio or Segment. At least annually, the Sub-Adviser shall provide a certification to the Trust CCO to the effect that the Sub-Adviser has in place and has implemented policies and procedures that are reasonably designed to ensure compliance by the Sub-Adviser with any applicable Federal Securities Laws, subject to such interpretations as may be contained in the fair valuation of portfolio securities held by the TrustTrust Compliance Procedures. The Sub-Adviser will use its reasonable efforts promptly provide UBS Global AM with information (including information that is required to provide, based upon its own expertise, and be disclosed in the Trust’s registration statement) with respect to arrange with parties independent of the Sub-Adviser such as broker-dealers portfolio managers responsible for the provision of, valuation information Portfolio or prices for securities for which prices are deemed by the Adviser or the Trust's administrator not to be readily available Segment and any changes in the ordinary course of business from an automated pricing serviceportfolio managers responsible for the Portfolio or Segment. In addition, each The Sub-Adviser will assist promptly notify UBS Global AM of any pending investigation, material litigation, administrative proceeding or any other significant regulatory inquiry. The Sub-Adviser will cooperate promptly and fully with UBS Global AM and/or the Trust and its agents in determining whether prices obtained for valuation purposes accurately reflect market price responding to any regulatory or compliance examinations or inspections (including information requests) relating to the assets of Trust, the Trust at such times as the Adviser shall reasonably requestPortfolio or UBS Global AM brought by any governmental or regulatory authorities having appropriate jurisdiction (including, including but not limited to, the hours after the close of a securities market Securities and prior to the daily determination of the Trust's net asset value per shareExchange Commission (“SEC”)). (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 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 0000 Xxx1940 Act) and the investment objective(s) and policies as stated in the Trust's prospectus statxx xx xxe 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 0000 Xxx1940 Act) that it is or should be aware of or of any material violation matexxxx xxxlation 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 defined in Rule 38a-1 of the 0000 Xxx1940 Act) and the investment objective(s) and policies as stated in the Trust's prospectus xx xxx 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 0000 Xxx1940 Act) that it is or should be aware of or of any material violation vixxxxxxx 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 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 0000 Xxx) 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 0000 Xxx) 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 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 0000 Xxx1940 Act) and the investment objective(s) and policies as stated in the Trust's prospectus xx xxx 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 0000 Xxx1940 Act) that it is or should be aware of or of any material violation vixxxxxxx 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 ContractAgreement, each the Sub-Adviser will seek to act in conformity with the Agreement and Declaration of Trust’s Trust Instrument, By-Laws and Registration Statement of Statement, the Trust’s policies and procedures for compliance by the Trust with the Federal Securities Laws (as that term is defined in Rule 38a-1 under the 1000 Xxx) provided to the Sub-Adviser (together, the “Trust Compliance Procedures”) and with the written instructions and written directions of the Adviser Board and the Board UBS Global AM, and will comply with the requirements of the 1940 Act, and the rulesAdvisers Act, regulationsand the rules under each, exemptive orders and no-action positions thereunderthe Code, and all other applicable federal and state laws and regulations. regulations applicable to the Trust and the Portfolio. UBS Global AM agrees to provide to the Sub-Adviser copies of the Trust’s Trust Instrument, By-Laws, Registration Statement, Trust’s Compliance Procedures, written instructions and directions of the Board and UBS Global AM, and any amendments or supplements to any of these materials as soon as practicable after such materials become available. UBS Global AM further agrees to identify to the Sub-Adviser in writing any broker-dealers that are affiliated with UBS Global AM (bother than UBS Financial Services Inc. and UBS Global Asset Management (US) Each Inc.). In order to assist the Trust and the Trust’s Chief Compliance Officer (the “Trust CCO”) to satisfy the requirements contained in Rule 38a-1 under the 1940 Act, the Sub-Adviser shall maintain compliance procedures for provide to the Trust that it and the Adviser reasonably believe are adequate CCO: (i) direct access to ensure compliance with the federal securities laws (as defined in Rule 38a-1 of the 0000 Xxx) 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 0000 Xxx) that it is or should be aware of or of any material violation of the Sub-Adviser's ’s chief compliance policies and procedures officer and/or other senior compliance personnel, as reasonably requested by the Trust CCO; (ii) quarterly reports confirming 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 has complied with the Trust Compliance Procedures in managing the Portfolio or Segment; and to consult with (iii) quarterly certifications that there were no Material Compliance Matters (as that term is defined by Rule 38a-1(e)(2)) that arose under the Board and the Adviser regarding the Trust's investment affairs, including economic, statistical and investment matters Trust Compliance Procedures that related to the Sub-Adviser's duties hereunder, and will provide periodic reports to ’s management of the Adviser relating to the investment strategies it employsPortfolio or Segment. Each The Sub-Adviser shall promptly provide the Trust CCO with copies of: (i) the Sub-Adviser’s policies and its personnel procedures for compliance by the Sub-Adviser with the Federal Securities Laws (together, the “Sub-Adviser Compliance Procedures”), and (ii) any material changes to the Sub-Adviser Compliance Procedures. The Sub-Adviser shall also cooperate fully with counsel the Trust CCO so as to facilitate the Trust CCO’s performance of the Trust CCO’s responsibilities under Rule 38a-1 to review, evaluate and auditors for, and the Chief Compliance Officer of, the Adviser and report to the Trust. (d) Each ’s Board on the operation of the Sub-Adviser will assist Compliance Procedures, and shall promptly report to the Trust CCO any Material Compliance Matter arising under the Sub-Adviser Compliance Procedures involving the Portfolio or Segment. The Sub-Adviser shall provide to the Trust CCO: (i) quarterly reports confirming the Sub-Adviser’s compliance with the Sub-Adviser Compliance Procedures in managing the Portfolio or Segment, and (ii) certifications that there were no Material Compliance Matters involving the Sub-Adviser that arose under the Sub-Adviser Compliance Procedures that affected the Portfolio or Segment. At least annually, the Sub-Adviser shall provide a certification to the Trust CCO to the effect that the Sub-Adviser has in place and has implemented policies and procedures that are reasonably designed to ensure compliance by the Sub-Adviser with any applicable Federal Securities Laws, subject to such interpretations as may be contained in the fair valuation of portfolio securities held by the TrustTrust Compliance Procedures. The Sub-Adviser will use its reasonable efforts promptly provide UBS Global AM with information (including, upon request by the UBS Global AM, information that is required to provide, based upon its own expertise, and be disclosed in the Trust’s registration statement) with respect to arrange with parties independent of the Sub-Adviser such as broker-dealers portfolio managers responsible for the provision of, valuation information Portfolio or prices for securities for which prices are deemed by the Adviser or the Trust's administrator not to be readily available Segment and any changes in the ordinary course of business from an automated pricing serviceportfolio managers responsible for the Portfolio or Segment. In addition, each The Sub-Adviser will assist promptly notify UBS Global AM of any pending investigation, material litigation, administrative proceeding or any other significant regulatory inquiry. The Sub-Adviser will cooperate promptly and fully with UBS Global AM and/or the Trust and its agents in determining whether prices obtained for valuation purposes accurately reflect market price responding to any regulatory or compliance examinations or inspections (including information requests) relating to the assets of Trust, the Trust at such times as the Adviser shall reasonably requestPortfolio or UBS Global AM brought by any governmental or regulatory authorities having appropriate jurisdiction (including, including but not limited to, the hours after the close of a securities market Securities and prior to the daily determination of the Trust's net asset value per shareExchange Commission (“SEC”)). (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 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 0000 Xxx1940 Act) and the investment objective(s) and policies as stated in the Trust's prospectus statex xx xxx 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 0000 Xxx1940 Act) that it is or should be aware of or of any material violation vxxxxxxxx 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 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 0000 Xxx) 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 0000 Xxx) 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 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 0000 Xxx1940 Act) and the investment objective(s) and policies as stated in the Trust's prospectus xx xxx 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 0000 Xxx1940 Act) that it is or should be aware of or of any material violation vixxxxxxx 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 0000 Xxx) 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 0000 Xxx) 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 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 0000 Xxx1940 Act) and the investment objective(s) and policies as stated in the Trustxx xxx 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 0000 Xxx1940 Act) that it is or should be aware of or of any material violation vixxxxxxx 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 0000 Xxx1940 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 0000 Xxx1940 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 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 0000 Xxx) 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 0000 Xxx) 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 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 0000 Xxx1940 Act) and the investment objective(s) and policies as stated in the xhe 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 0000 Xxx1940 Act) that it is or should be aware of or of any material violation xxxxxxxon 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 0000 Xxx1940 Act) and the investment objective(s) and policies as stated in the statex xx xxx 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 0000 Xxx1940 Act) that it is or should be aware of or of any material violation xxxxation 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 0000 Xxx) 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 0000 Xxx) 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 0000 Xxx1940 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 0000 Xxx1940 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 0000 Xxx1940 Act) and the investment objective(s) and policies as stated in the Trust's prospectus statex xx xxx 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 0000 Xxx1940 Act) that it is or should be aware of or of any material violation materxxx xxxxation 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 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 0000 Xxx) 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 0000 Xxx) 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 0000 Xxx) 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 0000 Xxx) 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 0000 Xxx) 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 0000 Xxx) 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 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 0000 Xxx1940 Act) and the investment objective(s) and policies as stated in the Trustxx xxx 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 0000 Xxx1940 Act) that it is or should be aware of or of any material violation vixxxxxxx 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 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 0000 Xxx1940 Act) and the investment objective(s) and policies as stated in the statxx xx xxe 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 0000 Xxx1940 Act) that it is or should be aware of or of any material violation xxxlation 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 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 0000 Xxx1940 Act) and the investment objective(s) and policies as stated in the Trustxx xxx 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 0000 Xxx1940 Act) that it is or should be aware of or of any material violation xxxxxtion 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 0000 Xxx1940 Act) and the investment objective(s) and policies as stated in the Trust's prospectus xx xxx 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 0000 Xxx1940 Act) that it is or should be aware of or of any material violation vixxxxxxx 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 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 0000 Xxx) 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 0000 Xxx) 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.