Common use of General Duties Clause in Contracts

General Duties. The Sub-Advisor shall act as one of several investment managers to the Fund and shall invest the Sub-Advisor’s Allocated Portion of the assets of the Fund in accordance with the investment objectives, policies and restrictions of the Fund as set forth in the Fund’s and the Trust’s governing documents, including, without limitation, the Trust’s Agreement and Declaration of Trust and By-Laws; the Fund’s prospectus, statement of additional information and undertakings; and such other limitations, policies and procedures as the Advisor or the Trustees of the Trust may impose from time to time in writing to the Sub-Advisor. In providing such services, the Sub-Advisor shall at all times adhere to the provisions and restrictions contained in the federal securities laws, applicable state securities laws, the Internal Revenue Code, and other applicable law. Advisor shall provide to the Sub-Advisor such information with respect to the Fund such that the Sub-Advisor will be able to maintain compliance with applicable regulations, laws, policies, and restrictions with respect to the Sub-Advisor’s Allocated Portion. Without limiting the generality of the foregoing, the Sub-Advisor shall: (i) furnish the Fund with advice and recommendations with respect to the investment of the Sub-Advisor’s Allocated Portion of the Fund’s assets; (ii) effect the purchase and sale of portfolio securities for the Sub-Advisor’s Allocated Portion; (iii) determine that portion of the Sub-Advisor’s Allocated Portion that will remain uninvested, if any; (iv) manage and oversee the investments of the Sub-Advisor’s Allocated Portion, subject to the ultimate supervision and direction of the Trust’s Board of Trustees; (v) vote proxies, file required ownership reports, and take other actions with respect to the securities in the Sub-Advisor’s Allocated Portion; (vi) maintain the books and records required to be maintained with respect to the securities in the Sub-Advisor’s Allocated Portion; (vii) furnish reports, statements and other data on securities, economic conditions and other matters related to the investment of the Fund’ assets which the Advisor, the Trustees, or the officers of the Trust may reasonably request; and (viii) render to the Trust’s Board of Trustees such periodic and special reports with respect to the Sub-Advisor’s Allocated Portion as the Board may reasonably request.

General Duties. The Sub-Advisor shall act as one of several investment managers to the Fund and shall invest the Sub-Advisor’s Allocated Portion of the assets of the Fund in accordance with the investment objectives, policies and restrictions of the Fund as set forth in the Fund’s and the Trust’s governing documents, including, without limitation, the Trust’s Agreement and Declaration of Trust and By-Laws; the Fund’s prospectus, statement of additional information and undertakings; and such other limitations, policies and procedures as the Advisor or the Trustees of the Trust may impose from time to time in writing to the Sub-Advisor. In providing such services, the Sub-Advisor shall at all times adhere to the provisions and restrictions contained in the federal securities laws, applicable state securities laws, the Internal Revenue Code, and other applicable law. Advisor shall provide to the Sub-Advisor such information with respect to the Fund such that the Sub-Advisor will be able to maintain compliance with applicable regulations, laws, policies, and restrictions with respect to the Sub-Advisor’s Allocated Portion. Without limiting the generality of the foregoing, the Sub-Advisor shall: (i) furnish the Fund with advice and recommendations with respect to the investment of the Sub-Advisor’s Allocated Portion of the Fund’s assets; (ii) effect the purchase and sale of portfolio securities for the Sub-Advisor’s Allocated Portion; (iii) determine that portion of the Sub-Advisor’s Allocated Portion that will remain uninvested, if any; (iv) manage and oversee the investments of the Sub-Advisor’s Allocated Portion, subject to the ultimate supervision and direction of the Trust’s Board of Trustees; (v) vote proxies, file required ownership reports, and take other actions with respect to the securities in the Sub-Advisor’s Allocated Portion; (vi) maintain the books and records required to be maintained with respect to the securities in the Sub-Advisor’s Allocated Portion; (vii) furnish reports, statements and other data on securities, economic conditions and other matters related to the investment of the Fund’ ’s assets which the Advisor, the Trustees, or the officers of the Trust may reasonably request; and (viii) render to the Trust’s Board of Trustees such periodic and special reports with respect to the Sub-Advisor’s Allocated Portion as the Board may reasonably request.

General Duties. The Sub-Advisor Adviser shall act as one of several investment managers adviser to the Fund and, in such capacity, shall provide investment advisory services to the Fund, including managing the investment and shall invest the Sub-Advisor’s Allocated Portion reinvestment of the assets of the Fund Fund, in accordance with the investment objectives, policies and restrictions of the Fund as set forth in the Fund’s prospectus and the Trust’s governing documents, including, without limitation, the Trust’s Agreement and Declaration of Trust and By-Laws; the Fund’s prospectus, statement of additional information and undertakings; and such other applicable limitations, policies and procedures as the Advisor or the Trustees trustees of the Trust Board of Trustees may impose from time to time and provide in writing to the Sub-AdvisorAdviser (collectively, the “Investment Policies”). In providing such services, the Sub-Advisor Adviser shall at all times adhere to the applicable provisions and restrictions contained in the federal securities laws, applicable state securities laws, Subchapter M, and any provisions as may become applicable, of the Internal Revenue Code of 1986 (the “Code”), and any applicable provisions of the Uniform Commercial Code and other applicable law. Advisor shall provide Subject to the requirements of the Investment Company Act, the Adviser is authorized to delegate its duties hereunder, at the Adviser’s own expense, to one or more sub-advisers (each, a “Sub-Adviser”), each of which is a registered investment adviser under the Advisers Act, pursuant to a written agreement under which the Sub-Advisor such information Adviser shall furnish the services specified therein to the Adviser or the Funds. The Adviser may oversee, make allocations among, and make recommendations with respect to the Fund such that the hiring and replacement of Sub-Advisor Advisers. The Adviser will be able continue to maintain compliance have responsibility for all investment advisory services furnished pursuant to any agreement with applicable regulations, laws, policies, and restrictions with respect to the a Sub-Advisor’s Allocated PortionAdviser. Without limiting the generality of the foregoing, the Sub-Advisor Adviser shall: (i) furnish the Fund with advice and recommendations make decisions with respect to the investment of the Sub-Advisor’s Allocated Portion of the Fund’s assets; (ii) effect assets and the purchase and sale of portfolio securities and other investments for the Sub-Advisor’s Allocated PortionFund, including the taking of such steps as may be necessary to implement such decisions (i.e., placing the orders); (iii) determine that portion of the Sub-Advisor’s Allocated Portion that will remain uninvested, if any; (ivii) manage and oversee the investments of the Sub-Advisor’s Allocated PortionFund, subject to the ultimate supervision and direction of the Trust’s Board of Trustees; (viii) vote proxies, proxies for the Fund and file beneficial ownership reports required ownership reports, and take other actions with respect by Section 13(d) of the Securities Exchange Act of 1934 (the “1934 Act”) for the Fund; (iv) maintain or cause to be maintained records relating to the securities in advisory services provided by the Sub-Advisor’s Allocated Portion; (vi) maintain the books and records Adviser hereunder required to be prepared and maintained with respect by the Adviser or the Fund pursuant to the securities in the Sub-Advisor’s Allocated Portionapplicable law; (viiv) furnish reports, statements and other data on securities, economic conditions and other matters related to the investment of the Fund’ ’s assets which the Advisor, the Trustees, or the officers of the Trust may reasonably request; and (viiivi) render to the Trust’s Board of Trustees such periodic and special reports with respect to the Sub-AdvisorFund’s Allocated Portion investment activities as the Board of Trustees may reasonably request, including at least one in-person appearance annually before the Board of Trustees. It is understood and agreed that the Adviser shall have no obligation to initiate litigation on behalf of the Fund.

General Duties. The SubServicer’s duties in general shall include management, servicing and administration of the Phase-Advisor shall act as one In-Recovery Property; obtaining meter reads, calculating electricity usage, billing, collection and posting of several investment managers all payments in respect of the Phase-In-Recovery Property; responding to inquiries by Customers, the PUCO, competitive retail electric suppliers (if any) or any federal, local or other state governmental authorities with respect to the Fund Phase-In-Recovery Charges or Phase-In-Recovery Property; delivering Bills to Customers, investigating and shall invest handling delinquencies, processing and depositing collections and making periodic remittances; furnishing periodic reports to the SubBond Issuer, the Bond Trustee, the Certificate Trustee, the Rating Agencies and the PUCO; making all filings with the PUCO and taking such other action as may be necessary to perfect the Bond Issuer’s ownership interest in and the Bond Trustee’s first priority security interest in the Phase-Advisor’s Allocated Portion In-Recovery Property; making all filings and taking such other action as may be necessary to perfect and maintain the perfection and priority of the assets of Bond Trustee’s security interest in the Fund Collateral; selling, as the agent for the Bond Issuer as its interests may appear, defaulted or written off accounts in accordance with the investment objectives, policies Servicer’s usual and restrictions of the Fund customary practices; taking all necessary action in connection with True-Up Adjustments as set forth herein; and performing such other duties as may be specified in the Fund’s Financing Order to be performed by it. To the extent allowed by law and the Trust’s governing documentsPUCO Regulations, including, without limitation, the Trust’s Agreement and Declaration of Trust and By-Laws; the Fund’s prospectus, statement of additional information and undertakings; and such other limitations, policies and procedures as the Advisor or the Trustees certain of the Trust duties set forth above may impose from time to time in writing to the Sub-Advisor. In providing such services, the Sub-Advisor shall at all times adhere to the provisions and restrictions contained in the federal securities laws, applicable state securities laws, the Internal Revenue Code, and other applicable law. Advisor shall provide to the Sub-Advisor such information with respect to the Fund such that the Sub-Advisor will be able to maintain compliance with applicable regulations, laws, policies, and restrictions with respect to the Sub-Advisor’s Allocated Portionperformed by TPBs. Without limiting the generality of this Section 3.01(a)(i), in furtherance of the foregoing, the Sub-Advisor shall: (i) furnish the Fund with advice and recommendations with respect to the investment of the Sub-Advisor’s Allocated Portion of the Fund’s assets; (ii) effect the purchase and sale of portfolio securities for the Sub-Advisor’s Allocated Portion; (iii) determine Servicer hereby agrees that portion of the Sub-Advisor’s Allocated Portion that will remain uninvested, if any; (iv) manage and oversee the investments of the Sub-Advisor’s Allocated Portion, subject to the ultimate supervision and direction of the Trust’s Board of Trustees; (v) vote proxies, file required ownership reportsit shall also have, and take other actions with respect to the securities in the Sub-Advisor’s Allocated Portion; (vi) maintain the books and records required to be maintained with respect to the securities in the Sub-Advisor’s Allocated Portion; (vii) furnish reports, statements and other data on securities, economic conditions and other matters related to the investment of the Fund’ assets which the Advisorshall comply with, the Trusteesduties and responsibilities relating to data acquisition, or usage and xxxx calculation, billing, customer service functions, collection, payment processing and remittance set forth in Annex I hereto, as it may be amended from time to time. For the officers avoidance of doubt, the Trust may reasonably request; term “usage” when used herein refers to both kilowatt hour consumption and (viii) render to the Trust’s Board of Trustees such periodic and special reports with respect to the Sub-Advisor’s Allocated Portion as the Board may reasonably requestkilowatt demand.

General Duties. The Sub-Advisor Adviser shall act as one of several investment managers adviser to the Fund and shall invest the Sub-Advisor’s Allocated Portion supervise investments of the assets Fund on behalf of the Fund in accordance with the investment objectives, policies and restrictions of the Fund as set forth in the Fund’s and the Trust’s governing documents, including, without limitation, : the Trust’s Agreement and Declaration of Trust and By-Laws, each as amended from time to time; the Fund’s prospectus, statement of additional information and undertakings; and such other limitations, policies and procedures as the Advisor or the Trustees of the Trust may impose from time to time and provide in writing to the Sub-AdvisorAdviser (collectively, the “Investment Policies”). In providing such services, the Sub-Advisor Adviser shall at all times adhere to the provisions and restrictions contained in the federal securities laws, applicable state securities laws, the Internal Revenue CodeCode of 1986, the Uniform Commercial Code and other applicable law. Advisor shall provide Subject to the requirements of the Investment Company Act, the Adviser is authorized to delegate its duties hereunder, at the Adviser’s own expense, to a sub-adviser, which is a registered investment adviser under the Advisers Act, pursuant to a written agreement under which the sub-adviser shall furnish the services specified therein to the Adviser or the Fund. The Adviser will continue to have responsibility for all investment advisory services furnished pursuant to any agreement with a sub-adviser (a “Sub-Advisor such information with respect to the Fund such that the Sub-Advisor will be able to maintain compliance with applicable regulations, laws, policies, and restrictions with respect to the Sub-Advisor’s Allocated PortionAdviser”). Without limiting the generality of the foregoing, the Sub-Advisor Adviser shall: (i) furnish the Fund with advice and recommendations with respect to the investment of the Sub-Advisor’s Allocated Portion of the Fund’s assets; (ii) effect assets and the purchase and sale of portfolio securities for the Sub-Advisor’s Allocated PortionFund, including the taking of such steps as may be necessary to implement such advice and recommendations (i.e., placing the orders); (iii) determine that portion of the Sub-Advisor’s Allocated Portion that will remain uninvested, if any; (ivii) manage and oversee the investments of the Sub-Advisor’s Allocated PortionFund, subject to the ultimate supervision and direction of the Trust’s Board of Trustees; (viii) make recommendations with respect to the hiring, termination and replacement of a Sub-Adviser; (iv) vote proxiesproxies for the Fund, file required ownership reportsreports under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), for the Fund, and take other actions with respect to on behalf of the securities in the Sub-Advisor’s Allocated PortionFund; (viv) maintain the books and records required to be maintained with respect by the Fund except to the securities in extent arrangements have been made for such books and records to be maintained by the Sub-Advisor’s Allocated Portionadministrator or another agent of the Fund; (viivi) furnish reports, statements and other data on securities, economic conditions and other matters related to the investment of the Fund’ ’s assets which that the Advisor, the Trustees, Fund’s administrator or distributor or the officers of the Trust may reasonably request; and (viiivii) render to the Trust’s Board of Trustees such periodic and special reports with respect to the Sub-AdvisorFund’s Allocated Portion investment activities as the Board of Trustees may reasonably request, including at least one in-person appearance annually before the Board of Trustees. It is understood and agreed that the Adviser shall have no obligation to initiate litigation on behalf of the Fund.

General Duties. The Sub-Advisor shall act as one of several investment managers to the Fund and shall invest the Sub-Advisor’s Allocated Portion of the assets of the Fund in accordance with the investment objectives, policies and restrictions of the Fund as set forth in the Fund’s and the Trust’s governing documents, including, without limitation, the Trust’s Agreement and Declaration of Trust and By-Laws; the Fund’s prospectus, statement of additional information and undertakings; and such other limitations, policies and procedures as the Advisor or the Trustees of the Trust may impose from time to time in writing to the Sub-Sub- Advisor. In providing such services, the Sub-Advisor shall at all times adhere to the provisions and restrictions contained in the federal securities laws, applicable state securities laws, the Internal Revenue Code, and other applicable law. Advisor shall provide to the Sub-Advisor such information with respect to the Fund such that the Sub-Advisor will be able to maintain compliance with applicable regulations, laws, policies, and restrictions with respect to the Sub-Advisor’s Allocated Portion. Without limiting the generality of the foregoing, the Sub-Advisor shall: (i) furnish the Fund with advice and recommendations with respect to the investment of the Sub-Advisor’s Allocated Portion of the Fund’s assets; (ii) effect the purchase and sale of portfolio securities for the Sub-Advisor’s Allocated Portion; (iii) determine that portion of the Sub-Advisor’s Allocated Portion that will remain uninvested, if any; (iv) manage and oversee the investments of the Sub-Advisor’s Allocated Portion, subject to the ultimate supervision and direction of the Trust’s Board of Trustees; (v) vote proxies, file required ownership reports, and take other actions with respect to the securities in the Sub-Advisor’s Allocated Portion; (vi) maintain the books and records required to be maintained with respect to the securities in the Sub-Advisor’s Allocated Portion; (vii) furnish reports, statements and other data on securities, economic conditions and other matters related to the investment of the Fund’ assets which the Advisor, the Trustees, or the officers of the Trust may reasonably request; and (viii) render to the Trust’s Board of Trustees such periodic and special reports with respect to the Sub-Advisor’s Allocated Portion as the Board may reasonably request.

General Duties. The Sub-Advisor shall act as one of several investment managers to the Fund and shall invest the Sub-Advisor’s 's Allocated Portion of the assets of the Fund in accordance with the investment objectives, policies and restrictions of the Fund as set forth in the Fund’s 's and the Trust’s 's governing documents, including, without limitation, the Trust’s 's Agreement and Declaration of Trust and By-Laws; the Fund’s 's prospectus, statement of additional information and undertakings; and such other limitations, policies and procedures as the Advisor or the Trustees of the Trust may impose from time to time in writing to the Sub-Advisor. In providing such services, the Sub-Advisor shall at all times adhere to the provisions and restrictions contained in the federal securities laws, applicable state securities laws, the Internal Revenue Code, and other applicable law. Advisor shall provide to the Sub-Advisor such information with respect to the Fund such that the Sub-Advisor will be able to maintain compliance with applicable regulations, laws, policies, and restrictions with respect to the Sub-Advisor’s 's Allocated Portion. Without limiting the generality of the foregoing, the Sub-Advisor shall: (i) furnish the Fund with advice and recommendations with respect to the investment of the Sub-Advisor’s 's Allocated Portion of the Fund’s 's assets; , (ii) effect the purchase and sale of portfolio securities for the Sub-Advisor’s 's Allocated Portion; (iii) determine that portion of the Sub-Advisor’s Manager's Allocated Portion that will remain uninvested, if any; (iv) manage and oversee the investments of the Sub-Advisor’s 's Allocated Portion, subject to the ultimate supervision and direction of the Trust’s 's Board of Trustees; (v) vote proxies, file required ownership reports, and take other actions with respect to the securities in the Sub-Advisor’s 's Allocated Portion; (vi) maintain the books and records required to be maintained with respect to the securities in the Sub-Advisor’s 's Allocated Portion; (vii) furnish reports, statements and other data on securities, economic conditions and other matters related to the investment of the Fund’ ' assets which the Advisor, the Trustees, or the officers of the Trust may reasonably request; and (viii) render to the Trust’s 's Board of Trustees such periodic and special reports with respect to the Sub-Advisor’s 's Allocated Portion as the Board may reasonably request.

General Duties. The Sub-Advisor Adviser shall act as one of several investment managers adviser to the Fund and shall invest the Sub-Advisor’s Allocated Portion supervise investments of the assets Fund on behalf of the Fund in accordance with the investment objectives, policies and restrictions of the Fund as set forth in the Fund’s and the Trust’s governing documents, including, without limitation, : the Trust’s Agreement and Declaration of Trust and By-Laws; the Fund’s prospectus, statement of additional information and undertakings; and such other limitations, policies and procedures as the Advisor or the Trustees of the Trust may impose from time to time in writing to on the Sub-AdvisorAdviser. In providing such services, the Sub-Advisor Adviser shall at all times adhere to the provisions and restrictions contained in the federal securities laws, applicable state securities laws, the Internal Revenue Code, the Uniform Commercial Code and other applicable law. Advisor The Adviser is authorized to delegate its duties hereunder to one or more sub-advisers pursuant to a written agreement under which the sub-advisers shall provide furnish the services specified therein to the SubAdviser or the Fund. In connection with the foregoing, the Adviser is authorized to determine the percentage of the Fund’s assets for which a sub-Advisor such information adviser will have sub-advisory responsibility. The Adviser will continue to have responsibility for all investment advisory services furnished pursuant to any agreement with respect to the Fund such that the Subany sub-Advisor will be able to maintain compliance with applicable regulations, laws, policies, and restrictions with respect to the Sub-Advisor’s Allocated Portionadviser. Without limiting the generality of the foregoing, the Sub-Advisor Adviser shall: (i) furnish the Fund with advice and recommendations with respect to the investment of the Sub-Advisor’s Allocated Portion of the Fund’s assets; (ii) effect assets and the purchase and sale of portfolio securities for the Sub-Advisor’s Allocated PortionFund, including the taking of such steps as may be necessary to implement such advice and recommendations (i.e., placing the orders); (iii) determine that portion of the Sub-Advisor’s Allocated Portion that will remain uninvested, if any; (ivii) manage and oversee the investments of the Sub-Advisor’s Allocated PortionFund, subject to the ultimate supervision and direction of the Trust’s Board of Trustees; (viii) make recommendations with respect to the hiring, termination and replacement of sub-advisers, if any; (iv) vote proxiesproxies for the Fund, file required ownership reportsreports under Section 13 of the Securities Exchange Act of 1934 for the Fund, and take other actions with respect to on behalf of the securities in the Sub-Advisor’s Allocated PortionFund; (viv) maintain the books and records related to the Adviser’s services and required to be maintained with respect by the Fund except to the securities in extent arrangements have been made for such books and records to be maintained by the Sub-Advisor’s Allocated Portionadministrator or another agent of the Fund; (viivi) furnish reports, statements and other data on securities, economic conditions and other matters related to the investment of the Fund’ ’s assets which the Advisor, the Trustees, Fund’s administrator or distributor or the officers of the Trust may reasonably request; and (viiivii) render to the Trust’s Board of Trustees such periodic and special reports with respect to the Sub-AdvisorFund’s Allocated Portion investment activities as the Board may reasonably request, including at least one in-person appearance annually before the Board of Trustees.

General Duties. The Sub-Advisor shall act as one of several investment managers to the Fund and shall invest the Sub-Advisor’s 's Allocated Portion of the assets of the Fund in accordance with the investment objectives, policies and restrictions of the Fund as set forth in the Fund’s 's and the Trust’s 's governing documents, including, without limitation, the Trust’s 's Agreement and Declaration of Trust and By-Laws; the Fund’s 's prospectus, statement of additional information and undertakings; and such other limitations, policies and procedures as the Advisor or the Trustees of the Trust may impose from time to time in writing to the Sub-Advisor. In providing such services, the Sub-Advisor shall at all times adhere to the provisions and restrictions contained in the federal securities laws, applicable state securities laws, the Internal Revenue Code, and other applicable law. Advisor shall provide to the Sub-Advisor such information with respect to the Fund such that the Sub-Advisor will be able to maintain compliance with applicable regulations, laws, policies, and restrictions with respect to the Sub-Advisor’s 's Allocated Portion. Without limiting the generality of the foregoing, the Sub-Advisor shall: (i) furnish the Fund with advice and recommendations with respect to the investment of the Sub-Advisor’s 's Allocated Portion of the Fund’s 's assets; , (ii) effect the purchase and sale of portfolio securities for the Sub-Advisor’s 's Allocated Portion; (iii) determine that portion of the Sub-Advisor’s Manager's Allocated Portion that will remain uninvested, if any; (iv) manage and oversee the investments of the Sub-Advisor’s 's Allocated Portion, subject to the ultimate supervision and direction of the Trust’s 's Board of Trustees; (v) vote proxies, file required ownership reports, and take other actions with respect to the securities in the Sub-Advisor’s 's Allocated Portion; (vi) maintain the books and records required to be maintained with respect to the securities in the Sub-Advisor’s 's Allocated Portion; (vii) furnish reports, statements and other data on securities, economic conditions and other matters related to the investment of the Fund’ 's assets which the Advisor, the Trustees, or the officers of the Trust may reasonably request; and (viii) render to the Trust’s 's Board of Trustees such periodic and special reports with respect to the Sub-Advisor’s 's Allocated Portion as the Board may reasonably request.

General Duties. The Sub-Advisor shall act as one of several investment managers to the Fund and shall invest the Sub-Advisor’s Allocated Portion of the assets of the Fund in accordance with the investment objectives, policies and restrictions of the Fund as set forth in the Fund’s and the Trust’s governing documents, including, without limitation, the Trust’s Agreement and Declaration of Trust and By-Laws; the Fund’s prospectus, statement of additional information and undertakings; and such other limitations, policies and procedures as the Advisor or the Trustees of the Trust may impose from time to time in writing to the Sub-Advisor. In providing such services, the Sub-Advisor shall at all times adhere to the provisions and restrictions contained in the federal securities laws, applicable state securities laws, the Internal Revenue Code, and other applicable law. Advisor shall provide to the Sub-Advisor such information with respect to the Fund such that the Sub-Advisor will be able to maintain compliance with applicable regulations, laws, policies, and restrictions with respect to the Sub-Advisor’s Allocated Portion. Without limiting the generality of the foregoing, the Sub-Advisor shall: (i) furnish the Fund with advice and recommendations with respect to the investment of the Sub-Advisor’s Allocated Portion of the Fund’s assets; , (ii) effect the purchase and sale of portfolio securities for the Sub-Advisor’s Allocated Portion; (iii) determine that portion of the Sub-Advisor’s Allocated Portion that will remain uninvested, if any; (iv) manage and oversee the investments of the Sub-Advisor’s Allocated Portion, subject to the ultimate supervision and direction of the Trust’s Board of Trustees; (v) vote proxies, file required ownership reports, and take other actions with respect to the securities in the Sub-Advisor’s Allocated Portion; (vi) maintain the books and records required to be maintained with respect to the securities in the Sub-Advisor’s Allocated Portion; (vii) furnish reports, statements and other data on securities, economic conditions and other matters related to the investment of the Fund’ assets which the Advisor, the Trustees, or the officers of the Trust may reasonably request; and (viii) render to the Trust’s Board of Trustees such periodic and special reports with respect to the Sub-Advisor’s Allocated Portion as the Board may reasonably request.

General Duties. The Sub-Advisor Adviser shall act as one of several investment managers adviser to the Fund and shall invest the Sub-Advisor’s Allocated Portion supervise investments of the assets Fund on behalf of the Fund in accordance with the investment objectives, policies and restrictions of the Fund as set forth in the Fund’s 's and the Trust’s 's governing documents, including, without limitation, : the Trust’s Agreement and 's Declaration of Trust and By-Laws, each as amended from time to time; the Fund’s 's prospectus, statement of additional information and undertakings; and such other limitations, policies and procedures as the Advisor or the Trustees of the Trust may impose from time to time and provide in writing to the Sub-AdvisorAdviser (collectively, the "Investment Policies"). In providing such services, the Sub-Advisor Adviser shall at all times adhere to the provisions and restrictions contained in the federal securities laws, applicable state securities laws, the Internal Revenue CodeCode of 1986, the Uniform Commercial Code and other applicable law. Advisor shall provide Subject to the requirements of the Investment Company Act, the Adviser is authorized to delegate its duties hereunder, at the Adviser's own expense, to a sub-adviser, which is a registered investment adviser under the Advisers Act, pursuant to a written agreement under which the sub-adviser shall furnish the services specified therein to the Adviser or the Fund. The Adviser will continue to have responsibility for all investment advisory services furnished pursuant to any agreement with a sub-adviser (a "Sub-Advisor such information with respect to the Fund such that the Sub-Advisor will be able to maintain compliance with applicable regulations, laws, policies, and restrictions with respect to the Sub-Advisor’s Allocated PortionAdviser"). Without limiting the generality of the foregoing, the Sub-Advisor Adviser shall: (i) furnish the Fund with advice and recommendations with respect to the investment of the Sub-Advisor’s Allocated Portion of the Fund’s assets; (ii) effect 's assets and the purchase and sale of portfolio securities for the Sub-Advisor’s Allocated PortionFund, including the taking of such steps as may be necessary to implement such advice and recommendations (i.e., placing the orders); (iii) determine that portion of the Sub-Advisor’s Allocated Portion that will remain uninvested, if any; (ivii) manage and oversee the investments of the Sub-Advisor’s Allocated PortionFund, subject to the ultimate supervision and direction of the Trust’s Board of Trustees; (viii) make recommendations with respect to the hiring, termination and replacement of a Sub-Adviser; (iv) vote proxiesproxies for the Fund, file required ownership reportsreports under Section 13 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), for the Fund, and take other actions with respect to on behalf of the securities in the Sub-Advisor’s Allocated PortionFund; (viv) maintain the books and records required to be maintained with respect by the Fund except to the securities in extent arrangements have been made for such books and records to be maintained by the Sub-Advisor’s Allocated Portionadministrator or another agent of the Fund; (viivi) furnish reports, statements and other data on securities, economic conditions and other matters related to the investment of the Fund’ 's assets which that the Advisor, the Trustees, Fund's administrator or distributor or the officers of the Trust may reasonably request; and (viiivii) render to the Trust’s Board of Trustees such periodic and special reports with respect to the Sub-Advisor’s Allocated Portion Fund's investment activities as the Board of Trustees may reasonably request, including at least one in-person appearance annually before the Board of Trustees. It is understood and agreed that the Adviser shall have no obligation to initiate litigation on behalf of the Fund and may not initiate litigation on behalf of the Fund without the prior approval of the Board of Trustees.

General Duties. The Sub-Advisor Adviser shall act as one of several investment managers adviser to the Fund and shall invest the Sub-Advisor’s Allocated Portion supervise investments of the assets Fund on behalf of the Fund in accordance with the investment objectives, policies and restrictions of the Fund as set forth in the Fund’s and the Trust’s governing documents, including, without limitation, : the Trust’s Agreement and Declaration of Trust and By-Laws, each as amended from time to time; the Fund’s prospectus, statement of additional information and undertakings; and such other limitations, policies and procedures as the Advisor or the Trustees of the Trust may impose from time to time and provide in writing to the Sub-AdvisorAdviser (collectively, the “Investment Policies”). In providing such services, the Sub-Advisor Adviser shall at all times adhere to the provisions and restrictions contained in the federal securities laws, applicable state securities laws, the Internal Revenue CodeCode of 1986, the Uniform Commercial Code and other applicable law. Advisor shall provide Subject to the requirements of the Investment Company Act and the approval of the Board of Trustees, the Adviser is authorized to delegate its duties hereunder, at the Adviser’s own expense, to a sub-adviser, which is a registered investment adviser under the Advisers Act, pursuant to a written agreement under which the sub-adviser shall furnish the services specified therein to the Adviser or the Fund. The Adviser will continue to have responsibility for all investment advisory services furnished pursuant to any agreement with a sub-adviser (the “Sub-Advisor such information with respect to the Fund such that the Sub-Advisor will be able to maintain compliance with applicable regulations, laws, policies, and restrictions with respect to the Sub-Advisor’s Allocated PortionAdviser”). Without limiting the generality of the foregoing, the Sub-Advisor Adviser shall: (i) furnish the Fund with advice and recommendations with respect to the investment of the Sub-Advisor’s Allocated Portion of the Fund’s assets; (ii) effect assets and the purchase and sale of portfolio securities for the Sub-Advisor’s Allocated PortionFund, including the taking of such steps as may be necessary to implement such advice and recommendations (i.e., placing the orders); (iii) determine that portion of the Sub-Advisor’s Allocated Portion that will remain uninvested, if any; (ivii) manage and oversee the investments of the Sub-Advisor’s Allocated PortionFund, subject to the ultimate supervision and direction of the Trust’s Board of Trustees; (viii) make recommendations with respect to the hiring, termination and replacement of the Sub-Adviser; (iv) vote proxiesproxies for the Fund, file required ownership reportsreports under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), for the Fund, and take other actions with respect to on behalf of the securities in the Sub-Advisor’s Allocated PortionFund; (viv) maintain the books and records required to be maintained with respect by the Fund except to the securities in extent arrangements have been made for such books and records to be maintained by the Sub-Advisor’s Allocated Portionadministrator or another agent of the Fund; (viivi) furnish reports, statements and other data on securities, economic conditions and other matters related to the investment of the Fund’ ’s assets which that the Advisor, the Trustees, Fund’s administrator or distributor or the officers of the Trust may reasonably request; and (viiivii) render to the Trust’s Board of Trustees such periodic and special reports with respect to the Sub-AdvisorFund’s Allocated Portion investment activities as the Board of Trustees may reasonably request, including at least one in-person appearance annually before the Board of Trustees. It is understood and agreed that the Adviser shall have no obligation to initiate litigation on behalf of the Fund.

General Duties. The Sub-Advisor shall act as one of several investment managers to the Fund and shall have discretionary authority to invest the Sub-Advisor’s Allocated Portion of the assets of the Fund in accordance with the investment objectives, policies and restrictions of the Fund as set forth in the Fund’s and the Trust’s governing documents, including, without limitation, the Trust’s Agreement and Declaration of Trust and By-Laws; the Fund’s prospectus, statement of additional information and any related undertakings; and such other written limitations, policies and procedures as the Advisor or the Trustees of the Trust may impose from time to time in writing to the Sub-AdvisorAdvisor (collectively, the “Trust’s Legal Documents”). In providing such services, the Sub-Advisor shall at all times adhere to the provisions and restrictions contained in the federal securities laws, applicable state securities laws, the Internal Revenue Code, and other applicable law. Advisor shall provide to the Sub-Advisor such information with respect to the Fund such that the Sub-Advisor will be able to maintain compliance with applicable regulations, laws, policies, and restrictions with respect to the Sub-Advisor’s Allocated Portion, such as but not limited to the Trust’s Legal Documents. The Sub-Advisor is not responsible for compliance with any changes to the Trust’s Legal Documents until it is in receipt of written notice of such changes provided by the Advisor. Without limiting the generality of the foregoing, the Sub-Advisor shall: (i) furnish the Fund with advice and recommendations with respect to the investment of the Sub-Advisor’s Allocated Portion of the Fund’s assetsPortion; (ii) effect effect, and shall have full authority to effect, the purchase and sale of portfolio securities and other investments for the Sub-Advisor’s Allocated Portion, including the authority to enter into on behalf of the Fund any and all agreements necessary to effect portfolio transactions permitted by the Fund’s prospectus or statement of additional information and applicable law; (iii) determine that portion of the Sub-Advisor’s Allocated Portion that will remain uninvested, if any; (iv) manage and oversee the investments of the Sub-Advisor’s Allocated Portion, subject to the ultimate supervision and direction of the Trust’s Board of Trustees; (v) vote proxies, file required ownership reports, and take other actions with respect to the securities in the Sub-Advisor’s Allocated Portion; (vi) maintain the books and records required to be maintained with respect to the securities in the Sub-Advisor’s Allocated Portion; (vii) furnish reports, statements and other data on securities, economic conditions and other matters related to the investment of the Fund’ assets which the Advisor, the Trustees, or the officers of the Trust may reasonably request; and (viii) render to the Trust’s Board of Trustees such periodic and special reports with respect to the Sub-Advisor’s Allocated Portion as the Board may reasonably request.

General Duties. The Sub-Advisor Adviser shall act as one of several investment managers adviser to the Fund Funds and shall invest the Sub-Advisor’s Allocated Portion supervise investments of the assets Funds on behalf of the Fund Funds in accordance with the investment objectives, policies and restrictions of the Fund Funds as set forth in the Fund’s Funds’ and the Trust’s governing documents, including, without limitation, : the Trust’s Agreement and Declaration of Trust and By-Laws, each as amended from time to time; the Fund’s Funds’ prospectus, statement of additional information and undertakings; and such other limitations, policies and procedures as the Advisor or the Trustees of the Trust may impose from time to time and provide in writing to the Sub-AdvisorAdviser (collectively, the “Investment Policies”). In providing such services, the Sub-Advisor Adviser shall at all times adhere to the provisions and restrictions contained in the federal securities laws, applicable state securities laws, the Internal Revenue CodeCode of 1986, as amended, and other applicable law. Advisor shall provide Subject to the requirements of the Investment Company Act, the Adviser is authorized to delegate its duties hereunder, at the Adviser’s own expense, to a sub-adviser, which is a registered investment adviser under the Advisers Act, pursuant to a written agreement under which the sub-adviser shall furnish the services specified therein to the Adviser or the Funds. The Adviser will continue to have responsibility for all investment advisory services furnished pursuant to any agreement with a sub-adviser (a “Sub-Advisor such information with respect to the Fund such that the Sub-Advisor will be able to maintain compliance with applicable regulations, laws, policies, and restrictions with respect to the Sub-Advisor’s Allocated PortionAdviser”). Without limiting the generality of the foregoing, the Sub-Advisor Adviser shall: (i) furnish the Fund Funds with advice and recommendations with respect to the investment of the Sub-Advisor’s Allocated Portion of the Fund’s assets; (ii) effect Funds’ assets and the purchase and sale of portfolio securities for the Sub-Advisor’s Allocated PortionFunds, including the taking of such steps as may be necessary to implement such advice and recommendations (i.e., placing the orders); (iii) determine that portion of the Sub-Advisor’s Allocated Portion that will remain uninvested, if any; (ivii) manage and oversee the investments of the Sub-Advisor’s Allocated PortionFunds, subject to the ultimate supervision and direction of the Trust’s Board of Trustees; (viii) make recommendations with respect to the hiring, termination and replacement of a Sub-Adviser; (iv) vote proxiesproxies for the Funds, file required ownership reportsreports under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), for the Funds, and take other required actions with respect on behalf of the Funds; (v) maintain required books and records relating to its investment management activities for the Funds except to the securities in extent arrangements have been made for such books and records to be maintained by the Sub-Advisor’s Allocated Portionadministrator or another agent of the Funds; (vi) maintain the books and records required to be maintained with respect to the securities in the Sub-Advisor’s Allocated Portion; (vii) furnish reports, statements and other data on securities, economic conditions and other matters related to the investment of the FundFunds’ assets which that the Advisor, the Trustees, Funds’ administrator or distributor or the officers of the Trust may reasonably requestrequest and which can be produced by the Adviser without undue cost or effort; and (viiivii) render to the Trust’s Board of Trustees such periodic and special reports with respect to the Sub-Advisor’s Allocated Portion Funds’ investment activities as the Board of Trustees may reasonably request, including at least one in-person appearance annually before the Board of Trustees. It is understood and agreed that the Adviser shall have no obligation to initiate or defend against litigation on behalf of the Funds.

General Duties. The Sub-Advisor Adviser shall act as one of several investment managers adviser to the Fund Funds and shall invest the Sub-Advisor’s Allocated Portion supervise investments of the assets Funds on behalf of the Fund Funds in accordance with the investment objectives, policies and restrictions of the Fund Funds as set forth in the Fund’s PMC Funds’ and the Trust’s governing documents, including, without limitation, the Trust’s Agreement and Declaration of Trust and By-Laws; the Fund’s PMC Funds’ prospectus, statement of additional information and undertakings; and such other limitations, policies and procedures as the Advisor or the Trustees of the Trust may impose from time to time in writing to on the Sub-AdvisorAdviser. In providing such services, the Sub-Advisor Adviser shall at all times adhere to the provisions and restrictions contained in the federal securities laws, applicable state securities laws, the Internal Revenue Code, the Uniform Commercial Code and other applicable law. Advisor The Adviser is authorized to delegate its duties hereunder to a sub-adviser pursuant to a written agreement under which the sub-adviser shall provide furnish the services specified therein to the Adviser or the PMC Funds. The Adviser will continue to have responsibility for all investment advisory services furnished pursuant to any agreement with a sub-adviser (each, a “Sub-Advisor such information with respect to the Fund such that the Sub-Advisor will be able to maintain compliance with applicable regulations, laws, policies, and restrictions with respect to the Sub-Advisor’s Allocated PortionAdviser”). Without limiting the generality of the foregoing, the Sub-Advisor Adviser shall: (i) furnish the Fund Funds with advice and recommendations with respect to the investment of the Sub-Advisor’s Allocated Portion of the Fund’s assets; (ii) effect Funds’ assets and the purchase and sale of portfolio securities for the Sub-Advisor’s Allocated PortionFunds, including the taking of such steps as may be necessary to implement such advice and recommendations (i.e., placing the orders); (iii) determine that portion of the Sub-Advisor’s Allocated Portion that will remain uninvested, if any; (ivii) manage and oversee the investments of the Sub-Advisor’s Allocated PortionFunds, subject to the ultimate supervision and direction of the Trust’s Board of Trustees; (viii) make recommendations with respect to the hiring, termination and replacement of sub-advisers; (iv) vote proxiesproxies for the Funds, file required ownership reportsreports under Section 13 of the Securities Exchange Act of 1934 for the Funds, and take other actions with respect to on behalf of the securities in the Sub-Advisor’s Allocated PortionFunds; (viv) maintain the books and records required to be maintained with respect by the Funds except to the securities in extent arrangements have been made for such books and records to be maintained by the Sub-Advisor’s Allocated Portionadministrator or another agent of the Funds; (viivi) furnish reports, statements and other data on securities, economic conditions and other matters related to the investment of the FundFunds’ assets which the Advisor, the Trustees, Funds’ administrator or distributor or the officers of the Trust may reasonably request; and (viiivii) render to the Trust’s Board of Trustees such periodic and special reports with respect to the Sub-Advisor’s Allocated Portion Funds’ investment activities as the Board may reasonably request, including at least one in-person appearance annually before the Board of Trustees.

General Duties. The Sub-Advisor Adviser shall act as one of several investment managers adviser to the Fund and shall invest the Sub-Advisor’s Allocated Portion supervise investments of the assets Fund on behalf of the Fund in accordance with the investment objectives, policies and restrictions of the Fund as set forth in the Fund’s and the Trust’s governing documents, including, without limitation, : the Trust’s Agreement and Declaration of Trust and By-Laws, each as amended from time to time; the Fund’s prospectus, statement of additional information and undertakings; and such other limitations, policies and procedures as the Advisor or the Trustees of the Trust may impose from time to time and provide in writing to the Sub-AdvisorAdviser (collectively, the “Investment Policies”). In providing such services, the Sub-Advisor Adviser shall at all times adhere to the provisions and restrictions contained in the federal securities laws, applicable state securities laws, the Internal Revenue CodeCode of 1986, the Uniform Commercial Code and other applicable law. Advisor shall provide Subject to the requirements of the Investment Company Act, the Adviser is authorized to delegate its duties hereunder, at the Adviser’s own expense, to a sub-adviser, which is a registered investment adviser under the Advisers Act, pursuant to a written agreement under which the sub-adviser shall furnish the services specified therein to the Adviser or the Fund. The Adviser will continue to have responsibility for all investment advisory services furnished pursuant to any agreement with a sub-adviser (the “Sub-Advisor such information with respect to the Fund such that the Sub-Advisor will be able to maintain compliance with applicable regulations, laws, policies, and restrictions with respect to the Sub-Advisor’s Allocated PortionAdviser”). Without limiting the generality of the foregoing, the Sub-Advisor Adviser shall: (i) furnish the Fund with advice and recommendations with respect to the investment of the Sub-Advisor’s Allocated Portion of the Fund’s assets; (ii) effect assets and the purchase and sale of portfolio securities for the Sub-Advisor’s Allocated PortionFund, including the taking of such steps as may be necessary to implement such advice and recommendations (i.e., placing the orders); (iii) determine that portion of the Sub-Advisor’s Allocated Portion that will remain uninvested, if any; (ivii) manage and oversee the investments of the Sub-Advisor’s Allocated PortionFund, subject to the ultimate supervision and direction of the Trust’s Board of Trustees; (viii) make recommendations with respect to the hiring, termination and replacement of the Sub-Adviser; (iv) vote proxiesproxies for the Fund, file required ownership reportsreports under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), for the Fund, and take other actions with respect to on behalf of the securities in the Sub-Advisor’s Allocated PortionFund; (viv) maintain the books and records required to be maintained with respect by the Fund except to the securities in extent arrangements have been made for such books and records to be maintained by the Sub-Advisor’s Allocated Portionadministrator or another agent of the Fund; (viivi) furnish reports, statements and other data on securities, economic conditions and other matters related to the investment of the Fund’ ’s assets which that the Advisor, the Trustees, Fund’s administrator or distributor or the officers of the Trust may reasonably request; and (viiivii) render to the Trust’s Board of Trustees such periodic and special reports with respect to the Sub-AdvisorFund’s Allocated Portion investment activities as the Board of Trustees may reasonably request, including at least one in-person appearance annually before the Board of Trustees. It is understood and agreed that the Adviser shall have no obligation to initiate litigation on behalf of the Fund.

General Duties. The Sub-Advisor shall act as one of several investment managers to the Fund and shall invest the Sub-Advisor’s Allocated Portion of the assets of the Fund in accordance with the investment objectives, policies and restrictions of the Fund as set forth in the Fund’s and the Trust’s governing documentsdocuments (as provided to Sub-Advisor), including, without limitation, the Trust’s Agreement and Declaration of Trust and By-Laws; the Fund’s prospectus, statement of additional information and undertakings; and such other limitations, policies and procedures as the Advisor or the Trustees of the Trust may impose from time to time in writing to the Sub-Advisor. In providing such services, the Sub-Advisor shall at all times adhere to the provisions and restrictions contained in the federal securities laws, applicable state securities laws, the Internal Revenue Code, and other applicable law. Advisor shall provide to the Sub-Advisor such information with respect to the Fund such that the Sub-Advisor will be able to maintain compliance with applicable regulations, laws, policies, and restrictions with respect to the Sub-Advisor’s Allocated Portion. Without limiting the generality of the foregoing, the Sub-Advisor shall: (i) furnish the Fund with advice and recommendations with respect to the investment of the Sub-Advisor’s Allocated Portion of the Fund’s assets; (ii) effect the purchase and sale of portfolio securities for the Sub-Advisor’s Allocated Portion; (iii) determine that portion of the Sub-Advisor’s Allocated Portion that will remain uninvested, if any; (iv) manage and oversee the investments of the Sub-Advisor’s Allocated Portion, subject to the ultimate supervision and direction of the Trust’s Board of Trustees; (v) vote proxies, file required ownership reportsproxies as discussed in Section 2(c) below, and take other actions with respect to the securities in the Sub-Advisor’s Allocated Portion; (vi) maintain the books and records required to be maintained with respect to the securities in the Sub-Advisor’s Allocated PortionPortion as discussed in Section 2(d) below; (vii) furnish reports, statements and other data on securities, economic conditions the Allocated Portion and other matters related to the investment of the Fund’ assets which the Advisor, the Trustees, or the officers of the Trust may reasonably request; and (viii) render to the Trust’s Board of Trustees such periodic and special reports with respect to the Sub-Advisor’s Allocated Portion as the Board may reasonably request.

General Duties. The Sub-Advisor Adviser shall act as one of several investment managers adviser to the Fund and shall invest the Sub-Advisor’s Allocated Portion supervise investments of the assets Fund on behalf of the Fund in accordance with the investment objectives, policies and restrictions of the Fund as set forth in the Fund’s and the Trust’s governing documents, including, without limitation, : the Trust’s Agreement Amended and Restated Declaration of Trust and Amended and Restated By-Laws, each as amended from time to time; the Fund’s prospectus, statement of additional information and undertakings; and such other limitations, policies and procedures as the Advisor or the Trustees of the Trust may impose from time to time and provide in writing to the Sub-AdvisorAdviser (collectively, the “Investment Policies”). In providing such services, the Sub-Advisor Adviser shall at all times adhere adhere, in all material respects, to the provisions and restrictions contained in the federal securities laws, applicable state securities laws, the Internal Revenue CodeCode of 1986, the Uniform Commercial Code and other applicable law. Advisor shall provide Subject to the requirements of the Investment Company Act, the Adviser is authorized to delegate its duties hereunder, at the Adviser’s own expense, to a sub-adviser, which is a registered investment adviser under the Advisers Act, pursuant to a written agreement under which the sub-adviser shall furnish the services specified therein to the Adviser or the Fund. The Adviser will continue to have responsibility for all investment advisory services furnished pursuant to any agreement with a sub-adviser (the “Sub-Advisor such information with respect to the Fund such that the Sub-Advisor will be able to maintain compliance with applicable regulations, laws, policies, and restrictions with respect to the Sub-Advisor’s Allocated PortionAdviser”). Without limiting the generality of the foregoing, the Sub-Advisor Adviser shall: (i) furnish the Fund with advice and recommendations with respect to the investment of the Sub-Advisor’s Allocated Portion of the Fund’s assets; (ii) effect assets and the purchase and sale of portfolio securities for the Sub-Advisor’s Allocated PortionFund, including the taking of such steps as may be necessary to implement such advice and recommendations (i.e., placing the orders); (iii) determine that portion of the Sub-Advisor’s Allocated Portion that will remain uninvested, if any; (ivii) manage and oversee the investments of the Sub-Advisor’s Allocated PortionFund, subject to the ultimate supervision and direction of the Trust’s Board of Trustees; (viii) make recommendations with respect to the hiring, termination and replacement of the Sub-Adviser; (iv) vote proxiesproxies for the Fund, file required ownership reportsreports under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), for the Fund, and take other actions with respect to on behalf of the securities in the Sub-Advisor’s Allocated PortionFund; (viv) maintain the books and records required to be maintained with respect by the Fund except to the securities in extent arrangements have been made for such books and records to be maintained by the Sub-Advisor’s Allocated Portionadministrator or another agent of the Fund; (viivi) furnish reports, statements and other data on securities, economic conditions and other matters related to the investment of the Fund’ ’s assets which that the Advisor, the Trustees, Fund’s administrator or distributor or the officers of the Trust may reasonably request; and (viiivii) render to the Trust’s Board of Trustees such periodic and special reports with respect to the Sub-AdvisorFund’s Allocated Portion investment activities as the Board of Trustees may reasonably request, including at least one in-person appearance annually before the Board of Trustees. It is understood and agreed that the Adviser shall have no obligation to initiate or pursue litigation on behalf of the Fund.

General Duties. The Sub-Advisor shall act as one (a) Coordinate and administer the submission of several investment managers applications to, and negotiations with, utility companies and municipal and governmental authorities for agreements relating to the Fund installation of utility and shall invest other services to the Sub-Advisor’s Allocated Portion Improvements; (b) Assist contractors in their efforts to arrange for performance and/or payment bonds(s) with respect to any part of the assets Work, but only to the extent such bonds are required by Owner; (c) Verify that the Architects, engineers, General Contractor and other contractors employed by the Development Manager in connection with the Improvements are covered by liability insurance and worker’s compensation insurance in amounts and coverages satisfactory to Owner, with waivers of subrogation and contractual indemnification coverages satisfactory to Owner, to the extent commercially reasonably available; (d) Hold monthly job meetings with the General Contractor (and other contractors and subcontractors on an as-needed basis) or as otherwise requested by Owner during the construction phase of the Fund Improvements, with Owner and Architect to review the progress of construction toward completion of the Improvements; (e) Review all applications for payment and supporting documentation prepared by the General Contractor and others performing work or furnishing materials for the Improvements, and deliver copies of all such applications for payment to Owner and Architect; (f) Retain or hire all necessary third parties (including, by way of example and not by way of limitation, contractors, engineers, surveyors, architects, accountants, attorneys, consultants and other qualified personnel), in order to accomplish the duties of Development Manager as set forth herein; (g) In the event of an emergency at the Improvements, take any action in good faith believed by Development Manager to be required under the circumstances to protect Owner’s interest in the Improvements; (h) Effect, institute and supervise all Work, including mechanical systems, plumbing systems, building construction, landscaping, signage and sitework, all in accordance with the investment objectives, policies Final Plans and restrictions of the Fund Specifications as set forth well as any changes in the Fund’s and the Trust’s governing documents, including, without limitation, the Trust’s Agreement and Declaration of Trust and By-Laws; the Fund’s prospectus, statement of additional information and undertakings; and such other limitations, policies and procedures as the Advisor or the Trustees of the Trust may impose from time to time in writing to the Sub-Advisor. In providing such services, the Sub-Advisor shall at all times adhere to the provisions and restrictions contained in the federal securities laws, applicable state securities laws, the Internal Revenue Code, and other applicable law. Advisor shall provide to the Sub-Advisor such information with respect to the Fund such that the Sub-Advisor will be able to maintain compliance with applicable regulations, laws, policies, and restrictions with respect to the Sub-Advisor’s Allocated Portion. Without limiting the generality of the foregoing, the Sub-Advisor shall: scope initiated by Owner; (i) furnish Perform all other obligations provided elsewhere in this Agreement to be performed by Development Manager or reasonably believed by Development Manager to be desirable, necessary or appropriate to carry out its duties hereunder; (j) Process monthly draw requests; and (k) Evaluate and make recommendations to Owner pertaining to changes which do not constitute Permitted Changes. All contracts with third parties for the Fund benefit of the Improvements shall be signed by the Owner. Development Manager shall perform its duties and services in a commercially reasonable manner consistent with advice and recommendations with respect the management standards applicable to similar office properties. Development Manager covenants that it will manage the construction pursuant to the investment terms of this Agreement and at the Sub-Advisor’s Allocated Portion direction and expense of the Fund’s assets; (ii) effect the purchase and sale of portfolio securities for the Sub-Advisor’s Allocated Portion; (iii) determine that portion of the Sub-Advisor’s Allocated Portion that will remain uninvested, if any; (iv) manage and oversee the investments of the Sub-Advisor’s Allocated Portion, subject to the ultimate supervision and direction of the Trust’s Board of Trustees; (v) vote proxies, file required ownership reports, and take other actions with respect to the securities in the Sub-Advisor’s Allocated Portion; (vi) maintain the books and records required to be maintained with respect to the securities in the Sub-Advisor’s Allocated Portion; (vii) furnish reports, statements and other data on securities, economic conditions and other matters related to the investment of the Fund’ assets which the Advisor, the Trustees, or the officers of the Trust may reasonably request; and (viii) render to the Trust’s Board of Trustees such periodic and special reports with respect to the Sub-Advisor’s Allocated Portion as the Board may reasonably requestOwner.

General Duties. The Sub-Advisor shall act as one of several investment managers to the Fund and shall invest the Sub-Advisor’s Allocated Portion of the assets of the Fund in accordance with the investment objectives, policies and restrictions of the Fund as set forth in the Fund’s and the Trust’s governing documents, including, without limitation, the Trust’s Agreement and Declaration of Trust and By-Laws; the applicable sections of the Fund’s prospectus, statement of additional information and undertakings; the Sub-Advisor’s adopted written policies and procedures as required by Rule 206(4)-7 under the Investment Advisers Act and Rule 38a-1 under the Investment Company Act of 1940 that relate to the services provided by Sub-Adviser to the Allocated Portion (“Compliance Policies”), to the extent that the Compliance Policies are not materially inconsistent with any such policies of the Fund and such other limitations, policies and procedures as the Advisor or the Trustees of the Trust may impose provide from time to time in writing to the Sub-AdvisorAdvisor (collectively, the “Fund Documentation”). Advisor has furnished or will furnish to Sub-Advisor as soon as available copies (and any amendments thereto) to the Fund Documentation. Sub-Advisor shall only be responsible for compliance with any amendment to Fund Documentation upon receipt of the amendment and the Sub-Advisor has been afforded a reasonable period of time to comply with any such amendment. In providing such services, the Sub-Advisor shall at all times adhere to the provisions and restrictions contained in the federal securities laws, applicable state securities laws, the Internal Revenue Code, and other applicable law. Advisor shall provide to the Sub-Advisor such information with respect to the Fund such that the Sub-Advisor will be able to maintain compliance with applicable regulations, laws, policies, and restrictions with respect to the Sub-Advisor’s Allocated Portion. The Sub-Advisor shall not be responsible for any aspects of the Fund’s investments other than with respect to the investments relating to the Sub-Advisor’s Allocated Portion unless expressly set forth herein. Without limiting the generality of the foregoing, the Sub-Advisor shall: (i) furnish the Fund with advice and recommendations with respect to the investment of the Sub-Advisor’s Allocated Portion of the Fund’s assets; (ii) effect the purchase and sale of portfolio securities for the Sub-Advisor’s Allocated Portion; (iii) determine that portion of the Sub-Advisor’s Allocated Portion that will remain uninvested, if any; (iv) manage and oversee the investments of the Sub-Advisor’s Allocated Portion, subject to the ultimate supervision and direction of the Trust’s Board of Trustees; (v) vote proxies, file required ownership reports, and take other actions with respect to the securities in the Sub-Advisor’s Allocated Portion; (vi) maintain the books and records required to be maintained with respect to the securities in the Sub-Advisor’s Allocated Portion; (vii) furnish reports, statements and other data on securities, economic conditions and other matters related to the investment of the Fund’ assets which the Advisor, the Trustees, or the officers of the Trust may reasonably request; and (viii) render to the Trust’s Board of Trustees such periodic and special reports with respect to the Sub-Advisor’s Allocated Portion as the Board may reasonably request.

General Duties. The Sub-Advisor shall act as one of several investment managers to the Fund and shall invest the Sub-Advisor’s Allocated Portion of the assets of the Fund in accordance with the investment objectives, policies and restrictions of the Fund as set forth in the Fund’s and the Trust’s governing documents, including, without limitation, the Trust’s Agreement and Declaration of Trust and By-Laws; the Fund’s prospectus, statement of additional information and undertakings; and such other limitations, policies and procedures as the Advisor or the Trustees of the Trust may impose from time to time in writing to the Sub-Advisor. In providing such services, the Sub-Advisor shall at all times adhere to the provisions and restrictions contained in the federal securities laws, applicable state securities laws, the Internal Revenue Code, and other applicable law, although the Advisor represents that that foregoing governing documents comply with such laws. Advisor shall provide to the Sub-Advisor such information with respect to the Fund such that the Sub-Advisor will be able to maintain compliance with applicable regulations, laws, policies, and restrictions with respect to the Sub-Advisor’s Allocated Portion. To the extent such governing documents are amended, the Advisor will provide such amendments to the Sub-Advisor in advance, if practical, or promptly. Without limiting the generality of the foregoing, the Sub-Advisor shall: (i) furnish the Fund with advice and recommendations with respect to the investment of the Sub-Advisor’s Allocated Portion of the Fund’s assets; (ii) effect the purchase and sale of portfolio securities for the Sub-Advisor’s Allocated Portion; (iii) determine that portion of the Sub-Advisor’s Allocated Portion that will remain uninvested, if any; (iv) manage and oversee the investments of the Sub-Advisor’s Allocated Portion, subject to the ultimate supervision and direction of the Trust’s Board of Trustees; (v) vote proxies, file required ownership reports, and take other actions with respect to the securities in the Sub-Advisor’s Allocated Portion, including but not limited to exercising, on behalf of the Fund, rights and remedies associated with investments, including rights to petition to place an obligor or issuer in bankruptcy proceedings, voting to accelerate the maturity of an investment and waiving any default, including a payment default, with respect to an investment, responding to any offer or corporate actions in respect of investments as noticed to the Sub-Advisor by tendering the affected investments, declining the offer or taking such other actions as the Sub-Advisor may, in its sole discretion, deem necessary, appropriate or advisable; (vi) maintain the books and records required to be maintained with respect to the securities in the Sub-Advisor’s Allocated Portion; (vii) furnish reports, statements and other data on securities, economic conditions and other matters related to the investment of the Fund’ ’s assets which the Advisor, the Trustees, or the officers of the Trust may reasonably request; (viii) negotiate and enter into, on behalf of the Fund, documentation providing for the acquisition and disposition of investments (including but not limited to, derivative transactions, repurchase agreements, futures and options agreements, swap execution facility agreements, brokerage agreements, clearing agreements, account documentation) and all amendments and modifications thereto, and any other contracts, agreements and other undertakings relating thereto, and to do such other acts, as the Sub-Advisor may deem necessary, appropriate or advisable for, or as may be incidental to, the provision of services or fulfillment of its obligations under this Agreement; (ix) engage independent agents, brokers, administrators, attorneys, accountants and consultants as the Sub-Advisor may deem necessary, appropriate or advisable in the administration of its duties under this Agreement (including engaging attorneys and other professionals in connection with any investment or otherwise exercising or preserving any rights of the Fund with respect to any investment) and to pay on behalf of the Fund all fees, costs and expenses incurred thereby (including commissions, banking, brokerage, registration and private placement fees, and transfer, capital and other taxes, duties and costs incurred in connection with the investment activities contemplated hereby), in each case, subject to reimbursement by the Fund; and (viiix) render to the Trust’s Board of Trustees such periodic and special reports with respect to the Sub-Advisor’s Allocated Portion as the Board may reasonably request.

General Duties. The Sub-Advisor Adviser shall act as one of several investment managers adviser to the Fund and shall invest the Sub-Advisor’s Allocated Portion supervise investments of the assets Fund on behalf of the Fund in accordance with the investment objectives, policies and restrictions of the Fund as set forth in the Fund’s and the Trust’s governing documents, including, without limitation, : the Trust’s Agreement and Declaration of Trust and By-Laws, each as amended from time to time; the Fund’s prospectus, statement of additional information and undertakings; and such other limitations, policies and procedures as the Advisor or the Trustees of the Trust may impose from time to time and provide in writing to the Sub-AdvisorAdviser (collectively, the “Investment Policies”). In providing such services, the Sub-Advisor Adviser shall at all times adhere to the provisions and restrictions contained in the federal securities laws, applicable state securities laws, the Internal Revenue CodeCode of 1986, the Uniform Commercial Code and other applicable law. Advisor shall provide Subject to the requirements of the Investment Company Act, the Adviser is authorized to delegate its duties hereunder, at the Adviser’s own expense, to a sub-adviser, which is a registered investment adviser under the Advisers Act, pursuant to a written agreement under which the sub-adviser shall furnish the services specified therein to the Adviser or the Fund. The Adviser will continue to have responsibility for all investment advisory services furnished pursuant to any agreement with a sub-adviser (a “Sub-Advisor such information with respect to the Fund such that the Sub-Advisor will be able to maintain compliance with applicable regulations, laws, policies, and restrictions with respect to the Sub-Advisor’s Allocated PortionAdviser”). Without limiting the generality of the foregoing, the Sub-Advisor Adviser shall: (i) furnish the Fund with advice and recommendations with respect to the investment of the Sub-Advisor’s Allocated Portion of the Fund’s assets; (ii) effect assets and the purchase and sale of portfolio securities for the Sub-Advisor’s Allocated PortionFund, including the taking of such steps as may be necessary to implement such advice and recommendations (i.e., placing the orders); (iii) determine that portion of the Sub-Advisor’s Allocated Portion that will remain uninvested, if any; (ivii) manage and oversee the investments of the Sub-Advisor’s Allocated PortionFund, subject to the ultimate supervision and direction of the Trust’s Board of Trustees; (viii) make recommendations with respect to the hiring, termination and replacement of a Sub-Adviser; (iv) vote proxiesproxies for the Fund, file required ownership reportsreports under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), for the Fund, and take other actions with respect to on behalf of the securities in the Sub-Advisor’s Allocated PortionFund; (viv) maintain the books and records required to be maintained with respect by the Fund except to the securities in extent arrangements have been made for such books and records to be maintained by the Sub-Advisor’s Allocated Portionadministrator or another agent of the Fund; (viivi) furnish reports, statements and other data on securities, economic conditions and other matters related to the investment of the Fund’ ’s assets which that the Advisor, the Trustees, Fund’s administrator or distributor or the officers of the Trust may reasonably request; and (viiivii) render to the Trust’s Board of Trustees such periodic and special reports with respect to the Sub-AdvisorFund’s Allocated Portion investment activities as the Board of Trustees may reasonably request, including at least one in-person appearance annually before the Board of Trustees. It is understood and agreed that the Adviser shall have no obligation to initiate litigation on behalf of the Fund and may not initiate litigation on behalf of the Fund without the prior approval of the Board of Trustees. With respect to any Fund offered as an exchange-traded fund, the Adviser shall be responsible for effecting in-kind and other transactions of Fund portfolio investments vis-à-vis “creation units” with authorized participants and broker-dealers and shall perform related functions such as selecting lead market markers and entering into necessary agreements for the Fund.

General Duties. The Sub-Advisor shall act as one of several investment managers to the Fund and shall invest the Sub-Advisor’s Allocated Portion of the assets of the Fund in accordance with the investment objectives, policies and restrictions of the Fund as set forth in the Fund’s and the Trust’s governing documents, including, without limitation, the Trust’s Agreement and Declaration of Trust and By-Laws; the Fund’s prospectus, statement of additional information and undertakings; and such other limitations, policies and procedures as the Advisor or the Trustees of the Trust may impose from time to time in writing to the Sub-Advisor. In providing such services, the Sub-Advisor shall at all times adhere to the provisions and restrictions contained in the federal securities laws, applicable state securities laws, the Internal Revenue Code, and other applicable law. Advisor shall provide to the Sub-Advisor such information, including any amendments or supplements to the Trust’s prospectus, statement of additional information and any other limitations or guidelines, with respect to the Fund such that the Sub-Advisor will be able to maintain compliance with applicable regulations, laws, policies, and restrictions with respect to the Sub-Advisor’s Allocated Portion. Without limiting the generality of the foregoing, the Sub-Advisor shall: (i) furnish the Fund with advice and recommendations with respect to the investment of the Sub-Advisor’s Allocated Portion of the Fund’s assets; (ii) effect the purchase and sale of portfolio securities for the Sub-Advisor’s Allocated Portion; (iii) determine that portion of the Sub-Advisor’s Allocated Portion that will remain uninvested, if any; (iv) manage and oversee the investments of the Sub-Advisor’s Allocated Portion, subject to the ultimate supervision and direction of the Trust’s Board of Trustees; (v) vote proxiesproxies in the manner outlined below, file required ownership reports, and take other actions with respect to the securities in the Sub-Advisor’s Allocated Portion; (vi) maintain the books and records required to be maintained with respect to the securities in the Sub-Advisor’s Allocated Portion; (vii) furnish reports, statements and other data on securities, economic conditions and other matters related to the investment of the Fund’ assets which the Advisor, the Trustees, or the officers of the Trust may reasonably request; and (viii) render to the Trust’s Board of Trustees such periodic and special reports with respect to the Sub-Advisor’s Allocated Portion as the Board may reasonably request.

General Duties. The Sub-Advisor Adviser shall act as one of several investment managers adviser to the Fund and shall invest the Sub-Advisor’s Allocated Portion supervise investments of the assets Fund on behalf of the Fund in accordance with the investment objectives, policies and restrictions of the Fund as set forth in the Fund’s and the Trust’s governing documents, including, without limitation, : the Trust’s Agreement and Declaration of Trust and By-Laws, each as amended from time to time; the Fund’s prospectus, statement of additional information and undertakings; and such other limitations, policies and procedures as the Advisor or the Trustees of the Trust may impose from time to time and provide in writing to the Sub-AdvisorAdviser (collectively, the “Investment Policies”). In providing such services, the Sub-Advisor Adviser shall at all times adhere adhere, in all material respects, to the provisions and restrictions contained in the federal securities laws, applicable state securities laws, the Internal Revenue CodeCode of 1986, the Uniform Commercial Code and other applicable law. Advisor shall provide Subject to the requirements of the Investment Company Act, the Adviser is authorized to delegate its duties hereunder, at the Adviser’s own expense, to a sub-adviser, which is a registered investment adviser under the Advisers Act, pursuant to a written agreement under which the sub-adviser shall furnish the services specified therein to the Adviser or the Fund. The Adviser will continue to have responsibility for all investment advisory services furnished pursuant to any agreement with a sub-adviser (the “Sub-Advisor such information with respect to the Fund such that the Sub-Advisor will be able to maintain compliance with applicable regulations, laws, policies, and restrictions with respect to the Sub-Advisor’s Allocated PortionAdviser”). Without limiting the generality of the foregoing, the Sub-Advisor Adviser shall: (i) furnish the Fund with advice and recommendations with respect to the investment of the Sub-Advisor’s Allocated Portion of the Fund’s assets; (ii) effect assets and the purchase and sale of portfolio securities for the Sub-Advisor’s Allocated PortionFund, including the taking of such steps as may be necessary to implement such advice and recommendations (i.e., placing the orders); (iii) determine that portion of the Sub-Advisor’s Allocated Portion that will remain uninvested, if any; (ivii) manage and oversee the investments of the Sub-Advisor’s Allocated PortionFund, subject to the ultimate supervision and direction of the Trust’s Board of Trustees; (viii) make recommendations with respect to the hiring, termination and replacement of the Sub-Adviser; (iv) vote proxiesproxies for the Fund, file required ownership reportsreports under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), for the Fund, and take other actions with respect to on behalf of the securities in the Sub-Advisor’s Allocated PortionFund; (viv) maintain the books and records required to be maintained with respect by the Fund except to the securities in extent arrangements have been made for such books and records to be maintained by the Sub-Advisor’s Allocated Portionadministrator or another agent of the Fund; (viivi) furnish reports, statements and other data on securities, economic conditions and other matters related to the investment of the Fund’ ’s assets which that the Advisor, the Trustees, Fund’s administrator or distributor or the officers of the Trust may reasonably request; and (viiivii) render to the Trust’s Board of Trustees such periodic and special reports with respect to the Sub-AdvisorFund’s Allocated Portion investment activities as the Board of Trustees may reasonably request, including at least one in-person appearance annually before the Board of Trustees. It is understood and agreed that the Adviser shall have no obligation to initiate or pursue litigation on behalf of the Fund.

General Duties. The Sub-Advisor Adviser shall act as one of several investment managers adviser to the Fund and shall invest the Sub-Advisor’s Allocated Portion supervise investments of the assets Fund on behalf of the Fund in accordance with the investment objectivesobjective(s), policies and restrictions of the Fund as set forth in the Fund’s and the Trust’s governing documents, including, without limitation, : the Trust’s Agreement and Declaration of Trust and By-Laws, each as amended from time to time; the Fund’s prospectus, prospectus and statement of additional information and undertakingsinformation, as supplemented or amended (collectively, the “Prospectus”); and such other limitations, policies and procedures as the Advisor or the Trustees of the Trust may reasonably impose from time to time and provide in writing to the Sub-AdvisorAdviser (collectively, the “Investment Policies”). In providing such services, the Sub-Advisor Adviser shall at all times adhere to the applicable provisions and restrictions contained in the federal securities laws, applicable state securities laws, the Internal Revenue CodeCode of 1986, the Uniform Commercial Code and other applicable law. Advisor shall provide Subject to the requirements of the Investment Company Act, and pursuant to a written agreement approved by the Board of Trustees and, if required, shareholders of the Fund in accordance with Section 15 of the Investment Company Act, the Adviser is authorized to delegate to a sub-adviser that is registered with the SEC under the Advisers Act (“Sub-Advisor such information with respect Adviser”) the Adviser’s duties and responsibilities to the Fund such that set forth herein. Such delegation will be at the Adviser’s own expense. The Adviser will continue to have responsibility for all investment advisory services furnished pursuant to any agreement with a Sub-Advisor will be able to maintain compliance with applicable regulations, laws, policies, and restrictions with respect to the Sub-Advisor’s Allocated PortionAdviser. Without limiting the generality of the foregoing, the Sub-Advisor Adviser shall, with respect to the Fund: (i) furnish the Fund with advice and recommendations with respect to the investment of the Sub-Advisor’s Allocated Portion of the Fund’s assets; (ii) effect assets and the purchase and sale of portfolio securities for for, and use of financial instruments by, the Sub-Advisor’s Allocated PortionFund, including the taking of such steps as may be necessary to implement such advice and recommendations (i.e., placing the orders); (iii) determine that portion of the Sub-Advisor’s Allocated Portion that will remain uninvested, if any; (ivii) manage and oversee the investments of the Sub-Advisor’s Allocated PortionFund, subject to the ultimate supervision and direction of the Trust’s Board of Trustees; (viii) vote proxies, file required ownership reports, and take other actions make recommendations to the Board of Trustees with respect to the securities in the hiring, termination and/or replacement of a Sub-Advisor’s Allocated PortionAdviser; (viiv) vote proxies for the Fund, and file ownership reports under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), for the Fund; (v) maintain the books and records required to be maintained with respect by the Fund except to the securities in extent arrangements have been made for such books and records to be maintained by the Sub-Advisor’s Allocated Portionadministrator or another agent of the Fund; (viivi) furnish reports, statements and other data on securities, economic conditions and other matters related to the investment of the Fund’ ’s assets which that the Advisor, the Trustees, Fund’s administrator or distributor or the officers of the Trust may reasonably request; and (viiivii) render to the Trust’s Board of Trustees such periodic and special reports with respect to the Sub-AdvisorFund’s Allocated Portion investment activities as the Board of Trustees may reasonably request, including at least one in-person appearance annually before the Board of Trustees. It is understood and agreed that the Adviser shall have no obligation to initiate litigation on behalf of the Fund and may not initiate litigation on behalf of the Fund without the prior approval of the Board of Trustees.

General Duties. The Sub-Advisor shall act as one of several investment managers to the Fund and shall invest the Sub-Advisor’s 's Allocated Portion of the assets of the Fund in accordance with the investment objectives, policies and restrictions of the Fund as set forth in the Fund’s 's and the Trust’s 's governing documents, including, without limitation, the Trust’s 's Agreement and Declaration of Trust and By-Laws; the Fund’s 's prospectus, statement of additional information and undertakings; undertakings (together, the "Fund Documents") and such other limitations, policies and procedures as the Advisor or the Trustees of the Trust may impose from time to time in writing to the Sub-Advisor. In providing such services, the Sub-Advisor shall at all times adhere to the provisions and restrictions contained in the federal securities laws, applicable state securities laws, the Internal Revenue Code, and other applicable law. Advisor shall provide to the Sub-Advisor such information with respect to the Fund such that the Sub-Advisor will be able to maintain compliance with applicable regulations, laws, policies, and restrictions with respect to the Sub-Advisor’s 's Allocated Portion. Without limiting the generality of the foregoing, the Sub-Advisor shall: (i) furnish the Fund with advice and recommendations with respect to the investment of the Sub-Advisor’s 's Allocated Portion of the Fund’s 's assets; (ii) effect the purchase and sale of portfolio securities for the Sub-Advisor’s 's Allocated Portion; (iii) determine that portion of the Sub-Advisor’s Manager's Allocated Portion that will remain uninvested, if any; (iv) manage and oversee the investments of the Sub-Advisor’s 's Allocated Portion, subject to the ultimate supervision and direction of the Trust’s 's Board of Trustees; (v) vote proxies, file required ownership reports, and take other actions with respect to the securities in the Sub-Advisor’s 's Allocated Portion; (vi) maintain the books and records required to be maintained with respect to the securities in the Sub-Advisor’s 's Allocated Portion; (vii) furnish reports, statements and other data on securities, economic conditions and other matters related to the investment of the Fund’ 's assets which the Advisor, the Trustees, or the officers of the Trust may reasonably requestrequest in writing; and (viii) render to the Trust’s 's Board of Trustees such periodic and special reports with respect to the Sub-Advisor’s 's Allocated Portion as the Board may reasonably request.

General Duties. The Sub-Advisor shall act as one of several investment managers to the Fund and shall invest the Sub-Advisor’s Allocated Portion of the assets of the Fund in accordance with the investment objectives, policies and restrictions of the Fund as set forth in the Fund’s and the Trust’s governing documents, including, without limitation, the Trust’s Agreement and Declaration of Trust and By-Laws; the Fund’s prospectus, statement of additional information and undertakings; and such other limitations, policies and procedures as the Advisor or the Trustees of the Trust may impose disclose from time to time in writing to the Sub-Advisor. In providing such services, the Sub-Advisor shall at all times adhere to the provisions and restrictions contained in the federal securities laws, applicable state securities laws, the Internal Revenue Code, and other applicable law. Advisor shall provide to the Sub-Advisor such information with respect to the Fund such that the Sub-Advisor will be able to maintain compliance with applicable regulations, laws, policies, and restrictions with respect to the Sub-Advisor’s Allocated Portion. Without limiting the generality of the foregoing, the Sub-Advisor shall: (i) furnish the Fund with advice and recommendations with respect to the investment of the Sub-Advisor’s Allocated Portion of the Fund’s assets; , (ii) effect the purchase and sale of portfolio securities for the Sub-Advisor’s Allocated Portion; (iii) determine that portion of the Sub-AdvisorManager’s Allocated Portion that will remain uninvested, if any; (iv) manage and oversee the investments of the Sub-Advisor’s Allocated Portion, subject to the ultimate supervision and direction of the Trust’s Board of Trustees; (v) vote proxies, file required ownership reports, and take other actions with respect to the securities in the Sub-Advisor’s Allocated Portion; (vi) maintain the books and records required to be maintained with respect to the securities in the Sub-Advisor’s Allocated Portion; and (vii) furnish reports, statements and other data on securities, economic conditions and other matters related to the investment of the Fund’ assets Allocated Portion which the Advisor, the Trustees, or the officers of the Trust may reasonably request; and (viii) render to the Trust’s Board of Trustees such periodic and special reports with respect to the Sub-Advisor’s Allocated Portion as the Board may reasonably request.

General Duties. The Sub-Advisor Adviser shall act as one of several investment managers adviser to the Fund and, in such capacity, shall provide investment advisory services to the Fund, including managing the investment and shall invest the Sub-Advisor’s Allocated Portion reinvestment of the assets of the Fund Fund, in accordance with the investment objectives, policies and restrictions of the Fund as set forth in the Fund’s prospectus and the Trust’s governing documents, including, without limitation, the Trust’s Agreement and Declaration of Trust and By-Laws; the Fund’s prospectus, statement of additional information and undertakings; and such other applicable limitations, policies and procedures as the Advisor or the Trustees trustees of the Trust Board of Trustees may impose from time to time and provide in writing to the Sub-AdvisorAdviser (collectively, the “Investment Policies”). In providing such services, the Sub-Advisor Adviser shall at all times adhere to the applicable provisions and restrictions contained in the federal securities lawsInvestment Company Act, applicable state securities lawsthe Advisers Act, the Securities Exchange Act of 1934, as amended (the “1934 Act”) and Subchapter M, and any provisions as may become applicable, of the Internal Revenue Code of 1986 (the “Code”), and other applicable law. Advisor shall provide Subject to the requirements of the Investment Company Act, the Adviser is authorized to delegate its duties hereunder, at the Adviser’s own expense, to one or more sub-advisers (each, a “Sub-Adviser”), each of which is a registered investment adviser under the Advisers Act, pursuant to a written agreement under which the Sub-Advisor such information Adviser shall furnish the services specified therein to the Adviser or the Funds. The Adviser may oversee, make allocations among, and make recommendations with respect to the Fund such that the hiring and replacement of Sub-Advisor Advisers. The Adviser will be able continue to maintain compliance have responsibility for all investment advisory services furnished pursuant to any agreement with applicable regulations, laws, policies, and restrictions with respect to the a Sub-Advisor’s Allocated PortionAdviser. Without limiting the generality of the foregoing, the Sub-Advisor Adviser shall: (i) furnish the Fund with advice and recommendations make all decisions with respect to the investment of the Sub-Advisor’s Allocated Portion of the Fund’s assets; (ii) effect assets and the purchase and sale of portfolio securities and other investments for the Sub-Advisor’s Allocated PortionFund, including the taking of such steps as may be necessary to implement such decisions (i.e., placing the orders); (iii) determine that portion of the Sub-Advisor’s Allocated Portion that will remain uninvested, if any; (ivii) manage and oversee the investments of the Sub-Advisor’s Allocated PortionFund, subject to the ultimate supervision and direction of the Trust’s Board of Trustees; (viii) vote proxies, proxies for the Fund and file such beneficial ownership reports as may be required ownership reports, and take other actions with respect by Section 13(d) or Section 16of the 1934 Act for the Fund; (iv) maintain or cause to be maintained records relating to the securities in advisory services provided by the Sub-Advisor’s Allocated Portion; (vi) maintain the books and records Adviser hereunder required to be prepared and maintained with respect by the Adviser or the Fund pursuant to the securities in Investment Company Act, the Sub-Advisor’s Allocated PortionAdvisers Act, or other applicable law; (viiv) furnish reports, statements and other data on securities, economic conditions and other matters related to the investment of the Fund’ ’s assets which the Advisor, the Trustees, or the officers of the Trust may reasonably request; and (viiivi) render to the Trust’s Board of Trustees such periodic and special reports with respect to the Sub-AdvisorFund’s Allocated Portion investment activities as the Board of Trustees may reasonably request, including at least one in-person appearance annually before the Board of Trustees. It is understood and agreed that the Adviser shall have no obligation to initiate litigation on behalf of the Fund.

General Duties. The Sub-Advisor Adviser shall act as one of several investment managers adviser to the each Fund and shall invest supervise the Sub-Advisor’s Allocated Portion investments of the assets each Fund on behalf of the Fund in accordance with the investment objectives, policies and restrictions of the each Fund as set forth in the Fund’s and the Trust’s governing documents, including, without limitation, : the Trust’s Agreement and Declaration of Trust and By-Laws, each as amended from time to time; the each Fund’s prospectus, prospectus and statement of additional information and undertakingsinformation; and such other limitations, policies and procedures as the Advisor or the Trustees of the Trust may reasonably impose from time to time and provide in writing to the Sub-AdvisorAdviser (collectively, the “Investment Policies”). In providing such services, the Sub-Advisor Adviser shall at all times adhere to the provisions and restrictions contained in the federal securities laws, applicable state securities laws, the Internal Revenue CodeCode of 1986, the Commodity Exchange Act, the Uniform Commercial Code and other applicable law, and the applicable regulations under such laws, as well as the Trust’s and the Funds’ policies and procedures, including the Trust’s compliance policies and procedures adopted pursuant to Rule 38a-1 under the Act. Advisor shall provide Subject to the requirements of the Investment Company Act, the Adviser is authorized to delegate its duties hereunder, at the Adviser’s own expense, to a sub-adviser (a “Sub-Adviser”), which is a registered investment adviser under the Advisers Act, pursuant to a written agreement under which the Sub-Advisor such information with respect Adviser shall furnish the services specified therein to the Fund such that Adviser or the Funds. The Adviser will continue to have responsibility for all investment advisory services furnished pursuant to any agreement with a Sub-Advisor will be able to maintain compliance with applicable regulations, laws, policies, and restrictions with respect to the Sub-Advisor’s Allocated PortionAdviser. Without limiting the generality of the foregoing, the Sub-Advisor Adviser shall, with respect to each Fund: (i) furnish the Fund with advice and recommendations with respect to the investment of the Sub-Advisor’s Allocated Portion of the Fund’s assets; (ii) effect assets and the purchase and sale of portfolio securities investments for the Sub-Advisor’s Allocated PortionFund, including the taking of such steps as may be necessary to implement such advice and recommendations (i.e., placing the orders); (iii) determine that portion of the Sub-Advisor’s Allocated Portion that will remain uninvested, if any; (ivii) manage and oversee the investments of the Sub-Advisor’s Allocated PortionFund, subject to the ultimate supervision and direction of the Trust’s Board of Trustees; (viii) make recommendations with respect to the hiring, termination and replacement of a Sub-Adviser; (iv) vote proxiesproxies for the Fund, file required ownership reportsreports under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), for the Fund, and take other actions with respect to on behalf of the securities in the Sub-Advisor’s Allocated PortionFund; (viv) maintain the books and records required to be maintained with respect by the Fund except to the securities in extent arrangements have been made for such books and records to be maintained by the Sub-Advisor’s Allocated Portionadministrator or another agent of the Fund; (viivi) furnish reports, statements and other data on securities, economic conditions and other matters related to the investment of the Fund’ ’s assets which that the Advisor, the Trustees, Fund’s administrator or distributor or the officers of the Trust may reasonably request; and (viiivii) render to the Trust’s Board of Trustees such periodic and special reports with respect to the Sub-AdvisorFund’s Allocated Portion investment activities as the Board of Trustees may reasonably request, including at least one appearance in person or via videoconference annually before the Board of Trustees. It is understood and agreed that the Adviser shall have no obligation to initiate litigation on behalf of a Fund and may not initiate litigation on behalf of a Fund without the prior approval of the Board of Trustees.

General Duties. The Sub-Advisor shall act as one of several investment managers to the Fund and shall invest the Sub-Advisor’s Allocated Portion of the assets of the Fund in accordance with the investment objectives, policies and restrictions of the Fund as set forth in the Fund’s and the Trust’s governing documents, including, without limitation, the Trust’s Agreement and Declaration of Trust and By-Laws; the Fund’s prospectus, statement of additional information and undertakings; and such other limitations, policies and procedures as the Advisor or the Trustees of the Trust may impose from time to time in writing to the Sub-Advisor. In providing such services, the Sub-Advisor shall at all times adhere to the provisions and restrictions contained in the federal securities laws, applicable state securities laws, the Internal Revenue Code, and other applicable law. Advisor shall provide to the Sub-Advisor such information with respect to the Fund such that the Sub-Advisor will be able to maintain compliance with applicable regulations, laws, policies, policies and restrictions with respect to the Sub-Advisor’s Allocated Portion. Without limiting the generality of the foregoing, the Sub-Advisor shall: (i) furnish the Fund with advice and recommendations with respect to the investment of the Sub-Advisor’s Allocated Portion of the Fund’s assets; (ii) effect the purchase and sale of portfolio securities for the Sub-Advisor’s Allocated Portion; (iii) determine that portion of the Sub-Advisor’s Allocated Portion that will remain uninvested, if any; (iv) manage and oversee the investments of the Sub-Advisor’s Allocated Portion, subject to the ultimate supervision and direction of the Trust’s Board of Trustees; (v) vote proxies, file required ownership reports, reports and take other actions with respect to the securities in the Sub-Advisor’s Allocated Portion; (vi) maintain the books and records required to be maintained with respect to the securities in the Sub-Advisor’s Allocated Portion; (vii) furnish reports, statements and other data on securities, economic conditions and other matters related to the investment of the Fund’ ’s assets which the Advisor, the Trustees, or the officers of the Trust may reasonably request; and (viii) render to the Trust’s Board of Trustees such periodic and special reports with respect to the Sub-Advisor’s Allocated Portion as the Board may reasonably request.

General Duties. 5.1 There shall be at all times not less than one (1) and not more than three (3) Trustees, who shall be appointed by the Board of Supervisors and who shall have consented to serve. Actions of the Trustees shall be by majority vote. Minutes shall be kept of all meetings and actions taken. 5.2 It shall be the duty of Trustees to hold title to assets held in respect of the Plan in Trustees’ names. The Sub-Advisor Trustees shall act not be under any duty to compute the amount of contributions to be paid by the Employer or to take any steps to collect such amounts as one of several investment managers may be due to be held in trust under the Plan. 5.3 The Trustees are authorized to take any action set forth below with respect to the Fund and shall invest Trust: (a) Accept instructions from the Sub-Advisor’s Allocated Portion Employer regarding the allocation, distribution or other disposition of the assets of the Trust and all matters relating thereto; (b) Appoint an investment advisor and/or a custodian and contract for the services of an accountant or auditor. The fees for any such services shall be paid from the Trust Fund, so long as they are reasonable in amount. (c) Employ such agents and counsel, including legal counsel, as the Trustees determine to be reasonably necessary to manage and protect the assets held in the Trust, to handle controversies that may arise under this Trust Agreement, or to defend themselves successfully against allegations of a fiduciary breach, and to pay such agents and counsel their compensation from the Trust Fund unless such compensation is otherwise paid by the Employer; (d) Commence, maintain, or defend any litigation necessary in accordance connection with the investment objectives, policies and restrictions administration of the Fund as set forth in the Fund’s and the Trust’s governing documents, including, without limitation, the Trust’s Agreement and Declaration of Trust and By-Laws; the Fund’s prospectus, statement of additional information and undertakings; and such other limitations, policies and procedures as the Advisor or except that the Trustees shall not be obligated to do so unless they are indemnified to their satisfaction against all expenses and liabilities sustained or anticipated by reason thereof; (e) Hold part or all of the Trust uninvested as may impose from time be necessary or appropriate to time meet current obligations; (f) Exercise all proxies solicited in writing regard to the Sub-Advisor. In providing such servicesmutual funds and common or collective investment funds, the Sub-Advisor shall at if applicable; (g) Take all times adhere to the provisions and restrictions contained in the federal securities laws, applicable state securities laws, the Internal Revenue Code, and other applicable law. Advisor shall provide to the Sub-Advisor such information with respect to the Fund such that the Sub-Advisor will be able to maintain compliance with applicable regulations, laws, policies, and restrictions with respect to the Sub-Advisor’s Allocated Portion. Without limiting the generality of the foregoing, the Sub-Advisor shall: (i) furnish the Fund with advice and recommendations with respect to the investment of the Sub-Advisor’s Allocated Portion of the Fund’s assets; (ii) effect the purchase and sale of portfolio securities acts necessary for the Sub-Advisor’s Allocated Portion; (iii) determine that portion of the Sub-Advisor’s Allocated Portion that will remain uninvested, if any; (iv) manage and oversee the investments of the Sub-Advisor’s Allocated Portion, subject to the ultimate supervision and direction proper administration of the Trust’s Board of Trustees; (v) vote proxies, file required ownership reports, and take other actions with respect to the securities in the Sub-Advisor’s Allocated Portion; (vi) maintain the books and records required to be maintained with respect to the securities in the Sub-Advisor’s Allocated Portion; (vii) furnish reports, statements and other data on securities, economic conditions and other matters related to the investment of the Fund’ assets which the Advisor, the Trustees, or the officers of the Trust may reasonably request; and (viii) render to the Trust’s Board of Trustees such periodic and special reports with respect to the Sub-Advisor’s Allocated Portion as the Board may reasonably request.

General Duties. Subject to the supervision and approval of the Advisor and the Trust’s Board of Trustees, the Sub-Advisor will provide investment management of the Allocated Portion of the Fund’s assets. The Sub-Advisor shall act as one of several investment managers to the Fund invest and shall invest the Sub-Advisor’s reinvest such Allocated Portion of the assets of the Fund in accordance with (i) the investment objectives, policies and restrictions of the Fund as set forth in the Fund’s Prospectus and the Trust’s governing documentsStatement of Additional Information, includingas from time to time in effect, without limitationor in any supplements thereto, the Trust’s Agreement and Declaration of Trust and By-Laws; the Fund’s prospectus, statement of additional information and undertakings; and (ii) such other limitations, policies and procedures with respect to the Fund as the Advisor or the Board of Trustees of the Trust may impose from time to time time, in each case as provided to or otherwise furnished in writing to the Sub-Advisor. In providing such services, the Sub-Advisor shall at all times adhere to the provisions and restrictions contained in the applicable federal securities laws, applicable state securities laws, the Internal Revenue Code, laws and other applicable law. The Advisor shall provide to the Sub-Advisor such information with respect to the Fund such that the Sub-Advisor will be able to maintain compliance with applicable regulations, laws, policies, and restrictions with respect to the Sub-Advisor’s Allocated Portion. Without limiting the generality of the foregoing, the Sub-Advisor shall: (i) furnish the Fund with advice manage and recommendations with respect to oversee the investment and reinvestment of the Sub-Advisor’s Allocated Portion of the Fund’s assets; (ii) effect the purchase and sale of portfolio securities for the Sub-Advisor’s Allocated Portion; (iii) determine that portion of the Sub-Advisor’s Allocated Portion that will remain uninvested, if any; (iv) manage and oversee the investments of the Sub-Advisor’s Allocated Portion, subject to the ultimate supervision and direction of the Trust’s Board of Trustees; (v) vote proxies, file required ownership reports, proxies and take other actions with respect to the securities in the Sub-Advisor’s Allocated Portion; (viiv) maintain copies of the books and records required to be maintained with respect to the securities in the Sub-Advisor’s Allocated Portion; (viiv) furnish reports, statements and other data on securities, economic conditions and other matters related to the investment of the Fund’ assets Allocated Portion which the Advisor, the Board of Trustees, or the officers of the Trust may reasonably request; and (viiivi) render to the Trust’s Board of Trustees such periodic and special reports with respect to the Sub-Advisor’s Allocated Portion as the Board of Trustees may reasonably request. The Advisor hereby designates and appoints the Sub-Adviser as its and the Fund’s limited purpose agent and attorney-in-fact, without further prior approval of the Advisor (except as expressly provided for herein or as may be required by law) to make and execute, in the name and on behalf of the Fund, all agreements, instruments and other documents and to take all such other action which the Sub-Advisor considers necessary or advisable to carry out its duties hereunder. By way of example and not by way of limitation, in connection with any purchase for the Fund or the Allocated Portion of securities or instruments that are not registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”), the Sub-Advisor shall have the full power and authority, among other things, to: (i) commit to purchase such securities for the Fund on the terms and conditions under which such securities are offered; (ii) execute such account opening and other agreements, instruments and documents (including, without limitation, purchase agreements, subscription documents, ISDA and other swap and derivative documents), and make such commitments, as may be required in connection with the purchase and sale of such securities or instruments; (iii) represent that the Fund is an “accredited investor” as defined in Rule 501(a) of Regulation D under the Securities Act and a “Qualified Institutional Buyer” as defined in Rule 144A (a)(1)(i) under the Securities Act; and (iv) commit that such securities will not be offered or sold by the Fund except in compliance with the registration requirements of the Securities Act or an exemption therefrom. This power-of-attorney is a continuing power-of-attorney and shall remain in full force and effect until revoked by the Advisor or the Trust in writing, but any such revocation shall not affect any transaction initiated prior to receipt by the Sub-Advisor of such notice.

General Duties. The Sub-Advisor Adviser shall act as one of several investment managers adviser to each Fund and, in such capacity, shall provide investment advisory services to each Fund, including managing the Fund investment and shall invest the Sub-Advisor’s Allocated Portion reinvestment of the assets of the Fund each Fund, in accordance with the investment objectives, policies and restrictions of the each Fund as set forth in the Fund’s prospectus and the Trust’s governing documents, including, without limitation, the Trust’s Agreement and Declaration of Trust and By-Laws; the Fund’s prospectus, statement of additional information and undertakings; and such other applicable limitations, policies and procedures as that the Advisor or the Board of Trustees of the Trust may impose from time to time and provide in writing to the Sub-AdvisorAdviser (collectively, the “Investment Policies”). In providing such services, the Sub-Advisor Adviser shall at all times adhere to the applicable provisions and restrictions contained in the federal securities laws, applicable state securities laws, Subchapter M, and any provisions as may become applicable, of the Internal Revenue Code of 1986, as amended (the “Code”), and any applicable provisions of the Uniform Commercial Code and other applicable law. Advisor shall provide Subject to the requirements of the Investment Company Act, including approval by the Board of Trustees, the Adviser is authorized to delegate its duties hereunder, at the Adviser’s own expense, to one or more sub-advisers (each, a “Sub-Adviser”), each of which is a registered investment adviser under the Advisers Act, pursuant to a written agreement under which the Sub-Advisor such information Adviser shall furnish the services specified therein to the Adviser or the Funds. The Adviser may oversee, make allocations among, and make recommendations with respect to the Fund such that the hiring and replacement of Sub-Advisor Advisers. The Adviser will be able continue to maintain compliance have responsibility for all investment advisory services furnished pursuant to any agreement with applicable regulations, laws, policies, and restrictions with respect to the a Sub-Advisor’s Allocated PortionAdviser. Without limiting the generality of the foregoing, the Sub-Advisor Adviser shall: (i) furnish the Fund with advice and recommendations make decisions with respect to the investment of the Sub-Advisor’s Allocated Portion of the each Fund’s assets; (ii) effect assets and the purchase and sale of portfolio securities and other investments for a Fund, including the Sub-Advisor’s Allocated Portiontaking of such steps as may be necessary to implement such decisions (i.e., placing the orders); (iii) determine that portion of the Sub-Advisor’s Allocated Portion that will remain uninvested, if any; (ivii) manage and oversee the investments of the Sub-Advisor’s Allocated Portioneach Fund, subject to the ultimate supervision and direction of the Trust’s Board of Trustees; (viii) vote proxies, proxies for each Fund and file beneficial ownership reports required ownership reports, and take other actions with respect by Section 13(d) of the Securities Exchange Act of 1934 (the “1934 Act”) for the Fund; (iv) maintain or cause to be maintained records relating to the securities in advisory services provided by the Sub-Advisor’s Allocated Portion; (vi) maintain the books and records Adviser hereunder required to be prepared and maintained with respect by the Adviser or a Fund pursuant to the securities in the Sub-Advisor’s Allocated Portionapplicable law; (viiv) furnish reports, statements and other data on securities, economic conditions and other matters related to the investment of the each Fund’ ’s assets which the Advisor, the Trustees, or the officers of the Trust may reasonably request; and (viiivi) render to the Trust’s Board of Trustees such periodic and special reports with respect to the Sub-Advisora Fund’s Allocated Portion investment activities as the Board of Trustees may reasonably request, including at least one in-person appearance annually before the Board of Trustees. It is understood and agreed that the Adviser shall have neither authority nor any obligation to initiate litigation on behalf of a Fund.

General Duties. The Sub-Advisor Adviser shall act as one of several investment managers adviser to the Fund and shall invest the Sub-Advisor’s Allocated Portion supervise investments of the assets Fund on behalf of the Fund in accordance with the investment objectives, policies and restrictions of the Fund as set forth in the Fund’s and the Trust’s governing documents, including, without limitation, : the Trust’s Agreement and Declaration of Trust and By-Laws, each as amended from time to time; the Fund’s prospectus, statement of additional information and undertakings; and such other limitations, policies and procedures as the Advisor or the Trustees of the Trust may impose from time to time and provide in writing to the Sub-AdvisorAdviser (collectively, the “Investment Policies”). In providing such services, the Sub-Advisor Adviser shall at all times adhere to the provisions and restrictions contained in the federal securities laws, applicable state securities laws, the Internal Revenue CodeCode of 1986, the Uniform Commercial Code and other applicable law. Advisor shall provide Subject to the requirements of the Investment Company Act, the Adviser is authorized to delegate its duties hereunder, at the Adviser’s own expense, to one or more sub-advisers (each, a “Sub-Adviser”), each of which is a registered investment adviser under the Advisers Act, pursuant to a written agreement under which the Sub-Advisor such information with respect Adviser shall furnish the services specified therein to the Fund such that Adviser or the Fund. The Adviser will continue to have responsibility for all investment advisory services furnished pursuant to any agreement with a Sub-Advisor will be able to maintain compliance with applicable regulations, laws, policies, and restrictions with respect to the Sub-Advisor’s Allocated PortionAdviser. Without limiting the generality of the foregoing, the Sub-Advisor Adviser shall: (i) furnish the Fund with advice and recommendations with respect to the investment of the Sub-Advisor’s Allocated Portion of the Fund’s assets; (ii) effect assets and the purchase and sale of portfolio securities for the Sub-Advisor’s Allocated PortionFund, including the taking of such steps as may be necessary to implement such advice and recommendations (i.e., placing the orders); (iii) determine that portion of the Sub-Advisor’s Allocated Portion that will remain uninvested, if any; (ivii) manage and oversee the investments of the Sub-Advisor’s Allocated PortionFund, subject to the ultimate supervision and direction of the Trust’s Board of Trustees; (viii) make recommendations with respect to the hiring, termination and replacement of the Sub-Adviser; (iv) vote proxiesproxies for the Fund, file required ownership reportsreports under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), for the Fund, and take other actions with respect to on behalf of the securities in the Sub-Advisor’s Allocated PortionFund; (viv) maintain the books and records required to be maintained with respect by the Fund except to the securities in extent arrangements have been made for such books and records to be maintained by the Sub-Advisor’s Allocated Portionadministrator or another agent of the Fund; (viivi) furnish reports, statements and other data on securities, economic conditions and other matters related to the investment of the Fund’ ’s assets which that the Advisor, the Trustees, Fund’s administrator or distributor or the officers of the Trust may reasonably request; and (viiivii) render to the Trust’s Board of Trustees such periodic and special reports with respect to the Sub-AdvisorFund’s Allocated Portion investment activities as the Board of Trustees may reasonably request, including at least one in-person appearance annually before the Board of Trustees. It is understood and agreed that the Adviser shall have no obligation to initiate litigation on behalf of the Fund.

General Duties. The Sub-Advisor shall act as one of several investment managers to the Fund and shall invest the Sub-Advisor’s Allocated Portion of the assets of the Fund in accordance with the investment objectives, policies and restrictions of the Fund as set forth in the Fund’s and the Trust’s governing documents, including, without limitation, the Trust’s Agreement and Declaration of Trust and By-Laws; the Fund’s prospectus, statement of additional information and undertakings; and such other limitations, policies and procedures as the Advisor or the Trustees of the Trust may impose from time to time in writing to the Sub-Advisor. In providing such services, the Sub-Advisor shall at all times adhere to the provisions and restrictions contained in the federal securities laws, applicable state securities laws, the Internal Revenue Code, and other applicable law. Advisor shall provide to the Sub-Advisor in writing such information with respect to the Fund such that the Sub-Advisor will be able to maintain compliance with applicable regulations, laws, policies, and restrictions with respect to the Sub-Advisor’s Allocated Portion. The Sub-Advisor makes no warranty as to the performance of Sub-Advisor’s Allocated Portion. Without limiting the generality of the foregoing, the Sub-Advisor shall: (i) furnish the Fund with advice and recommendations with respect to the investment of the Sub-Advisor’s Allocated Portion of the Fund’s assets; (ii) effect the purchase and sale of portfolio securities for the Sub-Advisor’s Allocated Portion; (iii) determine that portion of the Sub-Advisor’s Allocated Portion that will remain uninvested, if any; (iv) manage and oversee the investments of the Sub-Advisor’s Allocated Portion, subject to the ultimate supervision and direction of the Trust’s Board of Trustees; (v) vote proxies, file required ownership reports, and take other actions with respect to the securities in the Sub-Advisor’s Allocated Portion; (vi) maintain the books and records required to be maintained with respect to the securities in the Sub-Advisor’s Allocated Portion; (vii) furnish reports, statements and other data on securities, economic conditions and other matters related to the investment of the Fund’ assets which the Advisor, the Trustees, or the officers of the Trust may reasonably request; and (viii) render to the Trust’s Board of Trustees such periodic and special reports with respect to the Sub-Advisor’s Allocated Portion as the Board may reasonably request.

General Duties. The Sub-Advisor shall act as one of several investment managers to the Fund and shall invest the Sub-Advisor’s 's Allocated Portion of the assets of the Fund in accordance with the investment objectives, policies and restrictions of the Fund as set forth in the Fund’s and the Trust’s governing documents, including, without limitation, the Trust’s 's Agreement and Declaration of Trust and By-Laws; the Fund’s 's prospectus, statement of additional information and undertakings; undertakings and such other limitations, policies and procedures as the Advisor or the Trustees of the Trust may impose from time to time in writing to the Sub-Advisor. In providing such services, the Sub-Advisor shall at all times adhere to the provisions and restrictions contained in the federal securities laws, applicable state securities laws, the Internal Revenue Code, and other applicable law. Advisor shall provide to the Sub-Advisor such information with respect to the Fund such that the Sub-Advisor will be able to maintain compliance with applicable regulations, laws, policies, and restrictions with respect to the Sub-Advisor’s 's Allocated Portion. The Sub-Advisor makes no warranty as to the performance of Sub-Advisor's Allocated Portion. Without limiting the generality of the foregoing, the Sub-Advisor shall: (i) furnish the Fund with advice and recommendations with respect to the investment of the Sub-Advisor’s 's Allocated Portion of the Fund’s 's assets; (ii) effect the purchase and sale of portfolio securities for the Sub-Advisor’s 's Allocated Portion; (iii) determine that portion of the Sub-Advisor’s Manager's Allocated Portion that will remain uninvested, if any; (iv) manage and oversee the investments of the Sub-Advisor’s 's Allocated Portion, subject to the ultimate supervision and direction of the Trust’s 's Board of Trustees; (v) vote proxies, file required ownership reports, and take other actions with respect to the securities in the Sub-Advisor’s 's Allocated Portion; (vi) maintain the books and records required to be maintained with respect to the securities in the Sub-Advisor’s 's Allocated Portion; (vii) furnish reports, statements and other data on securities, economic conditions and other matters related to the investment of the Fund’ 's assets which the Advisor, the Trustees, or the officers of the Trust may reasonably requestrequest in writing; and (viii) render to the Trust’s 's Board of Trustees such periodic and special reports with respect to the Sub-Advisor’s 's Allocated Portion as the Board may reasonably request.

General Duties. The Sub-Advisor shall act as one of several investment managers to the Fund and shall invest the Sub-Advisor’s Allocated Portion of the assets of the Fund in accordance with the investment objectives, policies and restrictions of the Fund as set forth in the Fund’s and the Trust’s governing documents, including, without limitation, the Trust’s Agreement and Declaration of Trust and By-Laws; the Fund’s prospectus, statement of additional information and undertakings; and such other limitations, policies and procedures as the Advisor or the Trustees of the Trust may impose from time to time in writing to the Sub-Advisor. In providing such services, the Sub-Advisor shall at all times adhere to the provisions and restrictions contained in the federal securities laws, applicable state securities laws, the Internal Revenue Code, and other applicable law. Advisor shall provide to the Sub-Advisor such information with respect to the Fund and Trust such that the Sub-Advisor will be able to maintain compliance with applicable regulations, laws, policies, and restrictions with respect to the Sub-Advisor’s Allocated Portion. Without limiting the generality of the foregoing, the Sub-Advisor shall: (i) furnish the Fund with advice and recommendations with respect to the investment of the Sub-Advisor’s Allocated Portion of the Fund’s assets; (ii) effect the purchase and sale of portfolio securities for the Sub-Advisor’s Allocated Portion; (iii) determine that portion of the Sub-Advisor’s Allocated Portion that will remain uninvested, if any; (iv) manage and oversee the investments of the Sub-Advisor’s Allocated Portion, subject to the ultimate supervision and direction of the Trust’s Board of Trustees; (v) vote proxies, file required ownership reports, and take other actions with respect to the securities in the Sub-Advisor’s Allocated Portion; (vi) maintain the books and records required to be maintained by applicable law and regulations with respect to the securities in the Sub-Advisor’s Allocated Portion; (vii) furnish reports, statements and other data on securities, economic conditions and other matters related to the investment of the Fund’ assets which the Advisor, the Trustees, or the officers of the Trust may reasonably request; and (viii) render to the Trust’s Board of Trustees such periodic and special reports with respect to the Sub-Advisor’s Allocated Portion as the Board may reasonably request.

General Duties. The Sub-Advisor shall act as one of several investment managers to the Fund and shall invest the Sub-Advisor’s 's Allocated Portion of the assets of the Fund in accordance with the investment objectives, policies and restrictions of the Fund as set forth in the Fund’s 's and the Trust’s 's governing documents, including, without limitation, the Trust’s 's Agreement and Declaration of Trust and By-Laws; the Fund’s 's prospectus, statement of additional information and undertakings; and such other limitations, policies and procedures as the Advisor or the Trustees of the Trust may impose from time to time in writing to the Sub-Sub- Advisor. In providing such services, the Sub-Advisor shall at all times adhere to the provisions and restrictions contained in the federal securities laws, applicable state securities laws, the Internal Revenue Code, and other applicable law. Advisor shall provide to the Sub-Advisor such information with respect to the Fund such that the Sub-Advisor will be able to maintain compliance with applicable regulations, laws, policies, and restrictions with respect to the Sub-Sub- Advisor’s 's Allocated Portion. Without limiting the generality of the foregoing, the Sub-Advisor shall: (i) furnish the Fund with advice and recommendations with respect to the investment of the Sub-Advisor’s 's Allocated Portion of the Fund’s 's assets; (ii) effect the purchase and sale of portfolio securities for the Sub-Advisor’s ' s Allocated Portion; (iii) determine that portion of the Sub-Advisor’s 's Allocated Portion that will remain uninvested, if any; (iv) manage and oversee the investments of the Sub-Sub- Advisor’s 's Allocated Portion, subject to the ultimate supervision and direction of the Trust’s 's Board of Trustees; (v) vote proxies, file required ownership reports, and take other actions with respect to the securities in the Sub-Advisor’s 's Allocated Portion; (vi) maintain the books and records required to be maintained with respect to the securities in the Sub-Advisor’s 's Allocated Portion; (vii) furnish reports, statements and other data on securities, economic conditions and other matters related to the investment of the Fund’ ' assets which the Advisor, the Trustees, or the officers of the Trust may reasonably request; and (viii) render to the Trust’s 's Board of Trustees such periodic and special reports with respect to the Sub-Advisor’s 's Allocated Portion as the Board may reasonably request.

General Duties. The Sub-Advisor Adviser shall act as one of several investment managers adviser to the each Fund and shall invest supervise the Sub-Advisor’s Allocated Portion investments of the assets each Fund on behalf of the Fund in accordance with the investment objectives, policies and restrictions of the each Fund as set forth in the Fund’s and the Trust’s governing documents, including, without limitation, : the Trust’s Agreement and Declaration of Trust and By-Laws, each as amended from time to time; the each Fund’s prospectus, prospectus and statement of additional information and undertakingsinformation; and such other limitations, policies and procedures as the Advisor or the Trustees of the Trust may reasonably impose from time to time and provide in writing to the Sub-AdvisorAdviser (collectively, the “Investment Policies”). In providing such services, the Sub-Advisor Adviser shall at all times adhere to the provisions and restrictions contained in the federal securities laws, applicable state securities laws, the Internal Revenue CodeCode of 1986, the Commodity Exchange Act, the Uniform Commercial Code and other applicable law, and the applicable regulations under such laws, as well as the Trust’s and the Funds’ policies and procedures, including the Trust’s compliance policies and procedures adopted pursuant to Rule 38a-1 under the Act. Advisor shall provide Subject to the requirements of the Investment Company Act, the Adviser is authorized to delegate its duties hereunder, at the Adviser’s own expense, to a sub-adviser (a “Sub-Adviser”), which is a registered investment adviser under the Advisers Act, pursuant to a written agreement under which the Sub-Advisor such information with respect Adviser shall furnish the services specified therein to the Fund such that Adviser or the Funds. The Adviser will continue to have responsibility for all investment advisory services furnished pursuant to any agreement with a Sub-Advisor will be able to maintain compliance with applicable regulations, laws, policies, and restrictions with respect to the Sub-Advisor’s Allocated PortionAdviser. Without limiting the generality of the foregoing, the Sub-Advisor Adviser shall, with respect to each Fund: (i) furnish the Fund with advice and recommendations with respect to the investment of the Sub-Advisor’s Allocated Portion of the Fund’s assets; (ii) effect assets and the purchase and sale of portfolio securities for the Sub-Advisor’s Allocated PortionFund, including the taking of such steps as may be necessary to implement such advice and recommendations (i.e., placing the orders); (iii) determine that portion of the Sub-Advisor’s Allocated Portion that will remain uninvested, if any; (ivii) manage and oversee the investments of the Sub-Advisor’s Allocated PortionFund, subject to the ultimate supervision and direction of the Trust’s Board of Trustees; (viii) make recommendations with respect to the hiring, termination and replacement of a Sub-Adviser; (iv) vote proxiesproxies for the Fund, file required ownership reportsreports under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), for the Fund, and take other actions with respect to on behalf of the securities in the Sub-Advisor’s Allocated PortionFund; (viv) maintain the books and records required to be maintained with respect by the Fund except to the securities in extent arrangements have been made for such books and records to be maintained by the Sub-Advisor’s Allocated Portionadministrator or another agent of the Fund; (viivi) furnish reports, statements and other data on securities, economic conditions and other matters related to the investment of the Fund’ ’s assets which that the Advisor, the Trustees, Fund’s administrator or distributor or the officers of the Trust may reasonably request; and (viiivii) render to the Trust’s Board of Trustees such periodic and special reports with respect to the Sub-AdvisorFund’s Allocated Portion investment activities as the Board of Trustees may reasonably request, including at least one appearance in person or via videoconference annually before the Board of Trustees. It is understood and agreed that the Adviser shall have no obligation to initiate litigation on behalf of a Fund and may not initiate litigation on behalf of a Fund without the prior approval of the Board of Trustees.

General Duties. The Sub-Advisor Adviser shall act as one of several investment managers adviser to the Fund and shall invest the Sub-Advisor’s Allocated Portion supervise investments of the assets Fund on behalf of the Fund in accordance with the investment objectives, policies and restrictions of the Fund as set forth in the Fund’s and the Trust’s governing documents, including, without limitation, : the Trust’s Agreement and Declaration of Trust and By-Laws, each as amended from time to time; the Fund’s prospectus, statement of additional information and undertakings; and such other limitations, policies and procedures as the Advisor or the Trustees of the Trust may impose from time to time and provide advance notice in writing to the Sub-AdvisorAdviser reasonably necessary for the Adviser to make any necessary arrangements for compliance with such amendments (collectively, the “Investment Policies”). In providing such services, the Sub-Advisor Adviser shall at all times adhere to the provisions and restrictions contained in the federal securities laws, applicable state securities laws, the Internal Revenue CodeCode of 1986, and other applicable law. Advisor shall provide Subject to the requirements of the Investment Company Act, the Adviser is authorized to delegate its duties hereunder, at the Adviser’s own expense, to one or more sub-advisers (each , a “Sub-Advisor such information with respect Adviser”), each of which is a registered investment adviser under the Advisers Act, pursuant to written agreements under which each Sub-Adviser shall furnish the services specified therein to the Fund Adviser or the Fund, including, but not limited to, delegating the voting of proxies relating to the Fund’s portfolio securities in accordance with the proxy voting policies and procedures of such that the Sub-Advisor Adviser. The Adviser will be able continue to maintain compliance have responsibility for all investment advisory services furnished pursuant to any agreement with applicable regulations, laws, policies, and restrictions with respect to the a Sub-Advisor’s Allocated PortionAdviser. Without limiting the generality of the foregoing, the Sub-Advisor Adviser shall: (i) furnish the Fund with advice and recommendations a continuous investment program with respect to the investment of the Sub-Advisor’s Allocated Portion of the Fund’s assets; (ii) effect assets in accordance with the purchase Investment Policies, and sale of portfolio determine, from time to time, what investments or securities for will be purchased, retained or sold by the Sub-Advisor’s Allocated Portion; (iii) determine that Fund and what portion of the Sub-Advisor’s Allocated Portion that will remain uninvested, if any; (iv) manage and oversee the investments assets of the Sub-Advisor’s Allocated PortionFund will be invested or held uninvested as cash, subject to the ultimate supervision and direction of the Trust’s Board of Trustees; (vii) vote proxies, file required ownership reports, select Sub-Advisers and take other actions make recommendations with respect to the securities in hiring, termination and replacement of the Sub-Advisor’s Allocated PortionAdvisers; (viiii) vote proxies for the Fund, exercise consents and exercise all other rights appertaining to securities and other investments held by the Fund in accordance with the Adviser’s proxy voting policies and procedures; (iv) file ownership reports under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), for the Fund; (v) maintain the books and records required to be maintained by the Adviser with respect to the securities in Fund relating to its services hereunder, other than those books and records to be maintained by the Sub-Advisor’s Allocated Portionadministrator, custodian, transfer agent or another agent of the Fund; (viivi) furnish reports, statements and other data on securities, economic conditions and other matters related to the investment of the Fund’ ’s assets which that the Advisor, the Trustees, Fund’s administrator or distributor or the officers of the Trust may reasonably request; and (viiivii) render to the Trust’s Board of Trustees such periodic and special reports with respect to the Sub-AdvisorFund’s Allocated Portion investment activities as the Board of Trustees may reasonably request, including at least one in-person appearance annually before the Board of Trustees. It is understood and agreed that the Adviser shall have no obligation to initiate litigation on behalf of the Fund.

General Duties. The Sub-Advisor Adviser shall act as one of several investment managers adviser to the each Fund and shall invest the Sub-Advisor’s Allocated Portion supervise investments of the assets each Fund on behalf of the Fund in accordance with the investment objectives, policies and restrictions of the Fund Funds as set forth in the Fund’s and the Trust’s governing documents, including, without limitation, : the Trust’s Agreement and Declaration of Trust and By-Laws, each as amended from time to time; the each Fund’s prospectus, prospectus and statement of additional information and undertakingsinformation; and such other limitations, policies and procedures as the Advisor or the Trustees of the Trust may reasonably impose from time to time and provide in writing to the Sub-AdvisorAdviser (collectively, the “Investment Policies”). In providing such services, the Sub-Advisor Adviser shall at all times adhere to the provisions and restrictions contained in the federal securities laws, applicable state securities laws, the Internal Revenue CodeCode of 1986, the Commodity Exchange Act, the Uniform Commercial Code and other applicable law, and the applicable regulations under such laws, as well as the Trust and the Funds’ policies and procedures, including the Trust’s compliance policies and procedures adopted pursuant to Rule 38a-1 under the Act. Advisor shall provide Subject to the requirements of the Investment Company Act, the Adviser is authorized to delegate its duties hereunder, at the Adviser’s own expense, to a sub-adviser (a “Sub-Adviser”), which is a registered investment adviser under the Advisers Act, pursuant to a written agreement under which the Sub-Advisor such information with respect Adviser shall furnish the services specified therein to the Fund such that Adviser or the Fund. The Adviser will continue to have responsibility for all investment advisory services furnished pursuant to any agreement with a Sub-Advisor will be able to maintain compliance with applicable regulations, laws, policies, and restrictions with respect to the Sub-Advisor’s Allocated PortionAdviser. Without limiting the generality of the foregoing, the Sub-Advisor Adviser shall, with respect to each Fund: (i) furnish the Fund with advice and recommendations with respect to the investment of the Sub-Advisor’s Allocated Portion of the Fund’s assets; (ii) effect assets and the purchase and sale of portfolio securities for the Sub-Advisor’s Allocated PortionFund, including the taking of such steps as may be necessary to implement such advice and recommendations (i.e., placing the orders); (iii) determine that portion of the Sub-Advisor’s Allocated Portion that will remain uninvested, if any; (ivii) manage and oversee the investments of the Sub-Advisor’s Allocated PortionFund, subject to the ultimate supervision and direction of the Trust’s Board of Trustees; (viii) make recommendations with respect to the hiring, termination and replacement of a Sub-Adviser; (iv) vote proxiesproxies for the Fund, file required ownership reportsreports under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), for the Fund, and take other actions with respect to on behalf of the securities in the Sub-Advisor’s Allocated PortionFund; (viv) maintain the books and records required to be maintained with respect by the Fund except to the securities in extent arrangements have been made for such books and records to be maintained by the Sub-Advisor’s Allocated Portionadministrator or another agent of the Fund; (viivi) furnish reports, statements and other data on securities, economic conditions and other matters related to the investment of the Fund’ ’s assets which that the Advisor, the Trustees, Fund’s administrator or distributor or the officers of the Trust may reasonably request; and (viiivii) render to the Trust’s Board of Trustees such periodic and special reports with respect to the Sub-AdvisorFund’s Allocated Portion investment activities as the Board of Trustees may reasonably request, including at least one appearance in person or via videoconference annually before the Board of Trustees. It is understood and agreed that the Adviser shall have no obligation to initiate litigation on behalf of a Fund and may not initiate litigation on behalf of a Fund without the prior approval of the Board of Trustees.

General Duties. The Sub-Advisor shall act as one of several investment managers to the Fund and shall invest the Sub-Advisor’s Allocated Portion of the assets of the Fund in accordance with the investment objectives, policies and restrictions of the Fund as set forth in the Fund’s and the Trust’s governing documents, including, without limitation, the Trust’s Agreement and Declaration of Trust and By-Laws; the Fund’s prospectus, statement of additional information and undertakings; and such other limitations, policies and procedures as the Advisor or the Trustees of the Trust may impose from time to time in writing to the Sub-Advisor. Any benchmark(s) or objective(s) specified in any of the foregoing documents, as they may be amended from time to time, are intended as targets only, and there is no assurance or guarantee that they will be met or that any particular investment result or return will be achieved. The Advisor represents that the foregoing documents, as they may be amended from time to time, are consistent with the provisions of law, regulatory policies and organizational documents applicable to the Fund and the Advisor, and the Advisor will notify the Sub-Advisor in the event amendments to the foregoing are needed to conform to any changes in such provisions of law, regulatory policies or organizational documents. The Advisor will furnish to the Sub-Adviser current and complete copies of the Declaration of Trust and By-laws of Company, and the current Prospectus and SAI as those documents may be amended from time to time and will provide the Sub-Advisor with any limitations, policies and procedures applicable to the Allocated Portion reasonably in advance of their adoption. In providing such services, the Sub-Advisor shall at all times adhere to the provisions and restrictions contained in the federal securities laws, applicable state securities laws, Subchapter M of the Internal Revenue Code, and other applicable law. Advisor shall provide to the Sub-Advisor such information with respect to the Fund such that the Sub-Advisor will be able to maintain compliance with applicable regulations, laws, policies, and restrictions with respect to the Sub-Advisor’s Allocated Portion. Without limiting the generality of the foregoing, the Sub-Advisor shall: (i) furnish the Fund with advice and recommendations with respect to the investment of the Sub-Advisor’s Allocated Portion of the Fund’s assets; (ii) effect the purchase and sale of portfolio securities for the Sub-Advisor’s Allocated Portion; (iii) determine that portion of the Sub-Advisor’s Allocated Portion that will remain uninvested, if any; (iv) manage and oversee the investments of the Sub-Advisor’s Allocated Portion, subject to the ultimate supervision and direction of the Trust’s Board of Trustees; (v) vote proxies, file required ownership reports, and take other actions with respect to the securities in the Sub-Advisor’s Allocated Portion; (vi) maintain the books and records required to be maintained with respect to the securities in the Sub-Advisor’s Allocated Portion; (vii) furnish reports, statements and other data on securities, economic conditions and other matters related to the investment of the Fund’ assets which the Advisor, the Trustees, or the officers of the Trust may reasonably request; and (viii) render to the Trust’s Board of Trustees such periodic and special reports with respect to the Sub-Advisor’s Allocated Portion as the Board may reasonably request.;

General Duties. The Sub-Advisor Adviser shall act as one of several investment managers adviser to the Fund and shall invest the Sub-Advisor’s Allocated Portion supervise investments of the assets Fund on behalf of the Fund in accordance with the investment objectives, policies and restrictions of the Fund as set forth in the Fund’s and the Trust’s governing documents, including, without limitation, : the Trust’s Agreement and Declaration of Trust and By-Laws, each as amended from time to time; the Fund’s prospectus, statement of additional information and undertakings; and such other limitations, policies and procedures as the Advisor or the Trustees of the Trust may impose from time to time and provide in writing to the Sub-AdvisorAdviser (collectively, the “Investment Policies”). In providing such services, the Sub-Advisor Adviser shall at all times adhere to the provisions and restrictions contained in the federal securities laws, applicable state securities laws, the Internal Revenue CodeCode of 1986, as amended, and other applicable law. Advisor shall provide Subject to the requirements of the Investment Company Act, the Adviser is authorized to delegate its duties hereunder, at the Adviser’s own expense, to a sub-adviser, which is a registered investment adviser under the Advisers Act, pursuant to a written agreement under which the sub-adviser shall furnish the services specified therein to the Adviser or the Fund. The Adviser will continue to have responsibility for all investment advisory services furnished pursuant to any agreement with a sub-adviser (a “Sub-Advisor such information with respect to the Fund such that the Sub-Advisor will be able to maintain compliance with applicable regulations, laws, policies, and restrictions with respect to the Sub-Advisor’s Allocated PortionAdviser”). Without limiting the generality of the foregoing, the Sub-Advisor Adviser shall: (i) furnish the Fund with advice and recommendations with respect to the investment of the Sub-Advisor’s Allocated Portion of the Fund’s assets; (ii) effect assets and the purchase and sale of portfolio securities for the Sub-Advisor’s Allocated PortionFund, including the taking of such steps as may be necessary to implement such advice and recommendations (i.e., placing the orders); (iii) determine that portion of the Sub-Advisor’s Allocated Portion that will remain uninvested, if any; (ivii) manage and oversee the investments of the Sub-Advisor’s Allocated PortionFund, subject to the ultimate supervision and direction of the Trust’s Board of Trustees; (viii) make recommendations with respect to the hiring, termination and replacement of a Sub-Adviser; (iv) vote proxiesproxies for the Fund, file required ownership reportsreports under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), for the Fund, and take other required actions with respect on behalf of the Fund; (v) maintain required books and records relating to its investment management activities for the Fund except to the securities in extent arrangements have been made for such books and records to be maintained by the Sub-Advisor’s Allocated Portionadministrator or another agent of the Fund; (vi) maintain the books and records required to be maintained with respect to the securities in the Sub-Advisor’s Allocated Portion; (vii) furnish reports, statements and other data on securities, economic conditions and other matters related to the investment of the Fund’ ’s assets which that the Advisor, the Trustees, Fund’s administrator or distributor or the officers of the Trust may reasonably requestrequest and which can be produced by the Adviser without undue cost or effort; and (viiivii) render to the Trust’s Board of Trustees such periodic and special reports with respect to the Sub-AdvisorFund’s Allocated Portion investment activities as the Board of Trustees may reasonably request, including an annual presentation before the Board of Trustees, generally to be held in-person. It is understood and agreed that the Adviser shall have no obligation to initiate or defend against litigation on behalf of the Fund.

General Duties. The Sub-Advisor Adviser shall act as one of several investment managers adviser to the Fund and shall invest the Sub-Advisor’s Allocated Portion supervise investments of the assets Funds on behalf of the Fund Funds in accordance with the investment objectives, policies and restrictions of the Fund as set forth in the Fund’s and the Trust’s governing documents, including, without limitation, : the Trust’s Agreement and Declaration of Trust and By-Laws, each as amended from time to time; the each Fund’s prospectus, prospectus and statement of additional information and undertakingsinformation; and such other limitations, policies and procedures as the Advisor or the Trustees of the Trust may reasonably impose from time to time and provide in writing to the Sub-AdvisorAdviser (collectively, the “Investment Policies”). In providing such services, the Sub-Advisor Adviser shall at all times adhere to the provisions and restrictions contained in the federal securities laws, applicable state securities laws, the Internal Revenue CodeCode of 1986, the Uniform Commercial Code and other applicable law. Advisor shall provide Subject to the requirements of the Investment Company Act, the Adviser is authorized to delegate its duties hereunder, at the Adviser’s own expense, to a sub-adviser (a “Sub‑Adviser”), which is a registered investment adviser under the Advisers Act, pursuant to a written agreement under which the Sub-Advisor such information with respect Adviser shall furnish the services specified therein to the Fund such that Adviser or the Fund. The Adviser will continue to have responsibility for all investment advisory services furnished pursuant to any agreement with a Sub-Advisor will be able to maintain compliance with applicable regulations, laws, policies, and restrictions with respect to the Sub-Advisor’s Allocated PortionAdviser. Without limiting the generality of the foregoing, the Sub-Advisor Adviser shall, with respect to each Fund: (i) furnish the Fund with advice and recommendations with respect to the investment of the Sub-Advisor’s Allocated Portion of the Fund’s assets; (ii) effect assets and the purchase and sale of portfolio securities for the Sub-Advisor’s Allocated PortionFund, including the taking of such steps as may be necessary to implement such advice and recommendations (i.e., placing the orders); (iii) determine that portion of the Sub-Advisor’s Allocated Portion that will remain uninvested, if any; (ivii) manage and oversee the investments of the Sub-Advisor’s Allocated PortionFund, subject to the ultimate supervision and direction of the Trust’s Board of Trustees; (viii) make recommendations with respect to the hiring, termination and replacement of a Sub-Adviser; (iv) vote proxiesproxies for the Fund, file required ownership reportsreports under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), for the Fund, and take other actions with respect to on behalf of the securities in the Sub-Advisor’s Allocated PortionFund; (viv) maintain the books and records required to be maintained with respect by the Fund except to the securities in extent arrangements have been made for such books and records to be maintained by the Sub-Advisor’s Allocated Portionadministrator or another agent of the Fund; (viivi) furnish reports, statements and other data on securities, economic conditions and other matters related to the investment of the Fund’ ’s assets which that the Advisor, the Trustees, Fund’s administrator or distributor or the officers of the Trust may reasonably request; and (viiivii) render to the Trust’s Board of Trustees such periodic and special reports with respect to the Sub-AdvisorFund’s Allocated Portion investment activities as the Board of Trustees may reasonably request, including at least one in-person appearance annually before the Board of Trustees. It is understood and agreed that the Adviser shall have no obligation to initiate litigation on behalf of a Fund and may not initiate litigation on behalf of a Fund without the prior approval of the Board of Trustees.

General Duties. (i) The Sub-Advisor shall act as one of several investment managers to the Fund and shall invest the Sub-Advisor’s Allocated Portion of the assets of the Fund in accordance with the investment objectives, policies and restrictions of the Fund as set forth in the Fund’s and the Trust’s governing documents, including, without limitation, the Trust’s Agreement and Declaration of Trust and By-Laws; the Fund’s prospectus, statement of additional information and undertakings; and such other limitations, policies and procedures as the Advisor or the Trustees of the Trust may impose from time to time in writing to the Sub-Advisor. In providing such services, the Sub-Advisor shall at all times adhere to the provisions and restrictions contained in the federal securities laws, applicable state securities laws, the Internal Revenue Code, and other applicable law. Advisor shall provide to the Sub-Advisor such information with respect to the Fund such that the Sub-Advisor will be able to maintain compliance with applicable regulations, laws, policies, and restrictions with respect to the Sub-Advisor’s Allocated Portion. . (ii) Without limiting the generality of the foregoing, the Sub-Advisor shall: (i) furnish the Fund with advice and recommendations with respect to the investment of the Sub-Advisor’s Allocated Portion of the Fund’s assets; (ii) effect the purchase and sale of portfolio securities for the Sub-Advisor’s Allocated Portion; (iii) determine that portion of the Sub-Advisor’s Allocated Portion that will remain uninvested, if any; (iv) manage and oversee the investments of the Sub-Advisor’s Allocated Portion, subject to the ultimate supervision and direction of the Trust’s Board of Trustees; (v) vote proxies, file required ownership reports, and take other actions with respect to the securities in the Sub-Advisor’s Allocated Portion; (vi) maintain the books and records required to be maintained with respect to the securities in the Sub-Advisor’s Allocated Portion; (vii) furnish reports, statements and other data on securities, economic conditions and other matters related to the investment of the Fund’ assets which the Advisor, the Trustees, or the officers of the Trust may reasonably request; and (viii) render to the Trust’s Board of Trustees such periodic and special reports with respect to the Sub-Advisor’s Allocated Portion as the Board may reasonably request.

General Duties. The Sub-Advisor Adviser shall act as one of several investment managers adviser to the Fund and shall invest the Sub-Advisor’s Allocated Portion supervise investments of the assets Fund on behalf of the Fund in accordance with the investment objectives, policies and restrictions of the Fund as set forth in the Fund’s and the Trust’s governing documents, including, without limitation, : the Trust’s Agreement and Declaration of Trust and By-Laws, each as amended from time to time; the Fund’s prospectus, statement of additional information and undertakings; and such other limitations, policies and procedures as the Advisor or the Trustees of the Trust may impose from time to time and provide in writing to the Sub-AdvisorAdviser (collectively, the “Investment Policies”). In providing such services, the Sub-Advisor Adviser shall at all times adhere to the provisions and restrictions contained in the federal securities laws, applicable state securities laws, the Internal Revenue CodeCode of 1986, the Uniform Commercial Code and other applicable law. Advisor shall provide Subject to the requirements of the Investment Company Act, the Adviser is authorized to delegate its duties hereunder, at the Adviser’s own expense, to a sub-adviser, which is a registered investment adviser under the Advisers Act, pursuant to a written agreement under which the sub-adviser shall furnish the services specified therein to the Adviser or the Fund. The Adviser will continue to have responsibility for all investment advisory services furnished pursuant to any agreement with a sub-adviser (a “Sub-Advisor such information with respect to the Fund such that the Sub-Advisor will be able to maintain compliance with applicable regulations, laws, policies, and restrictions with respect to the Sub-Advisor’s Allocated PortionAdviser”). Without limiting the generality of the foregoing, the Sub-Advisor Adviser shall: (i) furnish the Fund with advice and recommendations with respect to the investment of the Sub-Advisor’s Allocated Portion of the Fund’s assets; (ii) effect assets and the purchase and sale of portfolio securities for the Sub-Advisor’s Allocated PortionFund, including the taking of such steps as may be necessary to implement such advice and recommendations (i.e., placing the orders); (iii) determine that portion of the Sub-Advisor’s Allocated Portion that will remain uninvested, if any; (ivii) manage and oversee the investments of the Sub-Advisor’s Allocated PortionFund, subject to the ultimate supervision and direction of the Trust’s Board of Trustees; (viii) vote proxies, file required ownership reports, and take other actions make recommendations with respect to the securities in the hiring, termination and replacement of a Sub-Advisor’s Allocated PortionAdviser; (viiv) vote proxies for the Fund, file ownership reports under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), for the Fund; (v) maintain the books and records required to be maintained with respect by the Fund except to the securities in extent arrangements have been made for such books and records to be maintained by the Sub-Advisor’s Allocated Portionadministrator or another agent of the Fund; (viivi) furnish reports, statements and other data on securities, economic conditions and other matters related to the investment of the Fund’ ’s assets which that the Advisor, the Trustees, Fund’s administrator or distributor or the officers of the Trust may reasonably request; and (viiivii) render to the Trust’s Board of Trustees such periodic and special reports with respect to the Sub-AdvisorFund’s Allocated Portion investment activities as the Board of Trustees may reasonably request, including at least one in-person appearance annually before the Board of Trustees. It is understood and agreed that the Adviser shall have no obligation to initiate litigation on behalf of the Fund and may not initiate litigation on behalf of the Fund without the prior approval of the Board of Trustees.

General Duties. The Sub-Advisor Adviser shall act as one of several investment managers adviser to the Fund and shall invest the Sub-Advisor’s Allocated Portion supervise investments of the assets Fund on behalf of the Fund in accordance with the investment objectives, policies and restrictions of the Fund as set forth in the Fund’s and the Trust’s governing documents, including, without limitation, : the Trust’s Agreement and Declaration of Trust and By-Laws, each as amended from time to time; the Fund’s prospectus, statement of additional information and undertakings; and such other limitations, policies and procedures as the Advisor or the Trustees of the Trust may impose from time to time and provide in writing to the Sub-AdvisorAdviser (collectively, the “Investment Policies”). In providing such services, the Sub-Advisor Adviser shall at all times adhere to the provisions and restrictions contained in the federal securities laws, applicable state securities laws, the Internal Revenue CodeCode of 1986, the Uniform Commercial Code and other applicable law. Advisor The Adviser is authorized to delegate its duties hereunder to a sub-adviser pursuant to a written agreement under which the sub-adviser shall provide furnish the services specified therein to the Adviser or the Fund. The Adviser will continue to have responsibility for all investment advisory services furnished pursuant to any agreement with a sub-adviser (each, a “Sub-Advisor such information with respect to the Fund such that the Sub-Advisor will be able to maintain compliance with applicable regulations, laws, policies, and restrictions with respect to the Sub-Advisor’s Allocated PortionAdviser”). Without limiting the generality of the foregoing, the Sub-Advisor Adviser shall: (i) furnish the Fund with advice and recommendations with respect to the investment of the Sub-Advisor’s Allocated Portion of the Fund’s assets; (ii) effect assets and the purchase and sale of portfolio securities for the Sub-Advisor’s Allocated PortionFund, including the taking of such steps as may be necessary to implement such advice and recommendations (i.e., placing the orders); (iii) determine that portion of the Sub-Advisor’s Allocated Portion that will remain uninvested, if any; (ivii) manage and oversee the investments of the Sub-Advisor’s Allocated PortionFund, subject to the ultimate supervision and direction of the Trust’s Board of Trustees; (viii) make recommendations with respect to the hiring, termination and replacement of Sub-Advisers; (iv) vote proxiesproxies for the Fund, file required ownership reportsreports under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), for the Fund, and take other actions with respect to on behalf of the securities in the Sub-Advisor’s Allocated PortionFund; (viv) maintain the books and records required to be maintained with respect by the Fund except to the securities in extent arrangements have been made for such books and records to be maintained by the Sub-Advisor’s Allocated Portionadministrator or another agent of the Fund; (viivi) furnish reports, statements and other data on securities, economic conditions and other matters related to the investment of the Fund’ ’s assets which that the Advisor, the Trustees, Fund’s administrator or distributor or the officers of the Trust may reasonably request; and (viiivii) render to the Trust’s Board of Trustees such periodic and special reports with respect to the Sub-AdvisorFund’s Allocated Portion investment activities as the Board of Trustees may reasonably request, including at least one in-person appearance annually before the Board of Trustees. It is understood and agreed that the Adviser shall have no obligation to initiate litigation on behalf of the Fund.

General Duties. The Sub-Advisor Adviser shall act as one of several investment managers adviser to the Fund and shall invest the Sub-Advisor’s Allocated Portion supervise investments of the assets Fund on behalf of the Fund in accordance with the investment objectives, policies and restrictions of the Fund as set forth in the Fund’s and the Trust’s governing documents, including, without limitation, : the Trust’s Agreement and Declaration of Trust and By-Laws, each as amended from time to time; the Fund’s prospectus, statement of additional information and undertakings; and such other limitations, policies and procedures as the Advisor or the Trustees of the Trust may impose from time to time and provide in writing to the Sub-AdvisorAdviser (collectively, the “Investment Policies”). In providing such services, the Sub-Advisor Adviser shall at all times adhere to the provisions and restrictions contained in the federal securities laws, applicable state securities laws, the Internal Revenue CodeCode of 1986, the Uniform Commercial Code and other applicable law. Advisor shall provide Subject to the requirements of the Investment Company Act, the Adviser is authorized to delegate its duties hereunder, at the Adviser’s own expense, to a sub-adviser, which is a registered investment adviser under the Advisers Act, pursuant to a written agreement under which the sub-adviser shall furnish the services specified therein to the Adviser or the Fund. The Adviser will continue to have responsibility for all investment advisory services furnished pursuant to any agreement with a sub-adviser (a “Sub-Advisor such information with respect to the Fund such that the Sub-Advisor will be able to maintain compliance with applicable regulations, laws, policies, and restrictions with respect to the Sub-Advisor’s Allocated PortionAdviser”). Without limiting the generality of the foregoing, the Sub-Advisor Adviser shall: (i) furnish the Fund with advice and recommendations with respect to the investment of the Sub-Advisor’s Allocated Portion of the Fund’s assets; (ii) effect assets and the purchase and sale of portfolio securities for the Sub-Advisor’s Allocated PortionFund, including the taking of such steps as may be necessary to implement such advice and recommendations (i.e., placing the orders); (iii) determine that portion of the Sub-Advisor’s Allocated Portion that will remain uninvested, if any; (ivii) manage and oversee the investments of the Sub-Advisor’s Allocated PortionFund, subject to the ultimate supervision and direction of the Trust’s Board of Trustees; (viii) make recommendations with respect to the hiring, termination and replacement of a Sub-Adviser; (iv) vote proxiesproxies for the Fund, file required ownership reportsreports under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), for the Fund, and take other actions with respect to on behalf of the securities in the Sub-Advisor’s Allocated PortionFund; (viv) maintain the books and records required to be maintained with respect by the Fund except to the securities in extent arrangements have been made for such books and records to be maintained by the Sub-Advisor’s Allocated Portionadministrator or another agent of the Fund; (viivi) furnish reports, statements and other data on securities, economic conditions and other matters related to the investment of the Fund’ ’s assets which that the Advisor, the Trustees, Fund’s administrator or distributor or the officers of the Trust may reasonably request; and (viiivii) render to the Trust’s Board of Trustees such periodic and special reports with respect to the Sub-AdvisorFund’s Allocated Portion investment activities as the Board of Trustees may reasonably request, including at least one in-person appearance annually before the Board of Trustees. It is understood and agreed that the Adviser shall have no obligation to initiate litigation on behalf of the Fund and may not initiate litigation on behalf of the Fund without the prior approval of the Board of Trustees.

General Duties. The Sub-Advisor Manager shall act as one of several investment managers to the Fund and shall invest the Sub-Advisor’s Manager's Allocated Portion of the assets of the Fund in accordance with the investment objectives, policies and restrictions of the Fund as set forth in the Fund’s 's and the Trust’s 's governing documentsdocuments (collectively, "Governing Instruments and Regulatory Filings"), including, without limitation, the Trust’s 's Agreement and Declaration of Trust and By-Laws; the Fund’s 's prospectus, statement of additional information information, and undertakings; and such other limitations, policies policies, and procedures as the Advisor or the Trustees of the Trust may impose from time to time in writing to the Sub-AdvisorManager. In providing such services, the Sub-Advisor Manager shall at all times adhere to the provisions and restrictions contained in the federal securities laws, applicable state securities laws, the Internal Revenue Code, and other applicable law. The Advisor shall hereby agrees to provide to the Sub-Advisor such information with respect Manager any amendments, supplements, or other changes to the Fund Governing Instruments and Regulatory Filings as soon as practicable after such that the Sub-Advisor materials become available and, upon receipt by Manager, Manager will be able to maintain compliance act in accordance with applicable regulationssuch amendments, lawssupplements, policies, and restrictions with respect to the Sub-Advisor’s Allocated Portionor other changes. Without limiting the generality of the foregoing, the Sub-Advisor Manager shall: (i) furnish the Fund with advice and recommendations with respect to the investment of the Sub-Advisor’s Manager's Allocated Portion of the Fund’s 's assets; , (ii) effect the purchase and sale of portfolio securities for the Sub-Advisor’s Manager's Allocated Portion; (iii) determine that portion of the Sub-Advisor’s Allocated Portion that will remain uninvested, if any; (iv) manage and oversee the investments of the Sub-Advisor’s Manager's Allocated Portion, subject to the ultimate supervision and direction of the Trust’s 's Board of Trustees; (viv) vote proxies, file required ownership reports, and take other actions with respect to the securities in the Sub-Advisor’s Manager's Allocated Portion; (viv) maintain the books and records required to be maintained with respect to the securities in the Sub-Advisor’s Manager's Allocated Portion; (viivi) furnish reports, statements and other data on securities, economic conditions and other matters related to the investment of the Fund’ 's assets which the Advisor, the Trustees, Trustees or the officers of the Trust may reasonably request; and (viiivi) render to the Trust’s 's Board of Trustees such periodic and special reports with respect to the Sub-Advisor’s Manager's Allocated Portion as the Board may reasonably request.

General Duties. The Sub-Advisor shall act as one of several investment managers to the Fund and shall invest the Sub-Advisor’s Allocated Portion of the assets of the Fund in accordance with the investment objectives, policies and restrictions of the Fund as set forth in the Fund’s and the Trust’s governing documents, including, without limitation, the Trust’s Agreement and Declaration of Trust and By-Laws; the Fund’s prospectus, statement of additional information and undertakings; and such other limitations, policies and procedures as the Advisor or the Trustees of the Trust may impose from time to time in writing to the Sub-Advisor. Exhibit A. In providing such services, the Sub-Advisor shall at all times adhere to the provisions and restrictions applicable to the Sub-Advisor whether contained in the federal securities laws, applicable state securities laws, the Internal Revenue Code, and other applicable law. Advisor shall provide to the Sub-Advisor such information with respect to the Fund through Exhibit A guidelines such that the Sub-Advisor will be able to maintain compliance with applicable regulations, laws, policies, and restrictions with respect to the Sub-Advisor’s Allocated Portion. Without limiting the generality of the foregoing, the Sub-Advisor shall: (i) furnish trade and invest the Fund with advice and recommendations with respect to the investment of the Sub-Advisor’s Allocated Portion of the Fund’s assets; (ii) effect the purchase and sale of portfolio securities assets for the Sub-Advisor’s Allocated Portion; (iii) determine that portion of the Sub-Advisor’s Allocated Portion that will remain uninvested, if any; (iv) manage and oversee the investments of the Sub-Advisor’s Allocated Portion, subject to the ultimate supervision and direction of the Trust’s Board of Trustees; (v) vote proxies, file required ownership reports, and take other actions with respect to the securities in the Sub-Advisor’s Allocated Portion; (vi) maintain the books and records required to be maintained with respect to the securities assets in the Sub-Advisor’s Allocated Portion; (vii) furnish reports, statements and other data on securitiesassets, economic conditions and other matters related to the investment of the Fund’ assets which as may be agreed between the Advisor, Sub-Advisor and the Trustees, Advisor or the officers of the Trust may reasonably requestTrust,; and (viiiv) render to the Trust’s Board of Trustees such periodic and special reports with respect to the Sub-Advisor’s Allocated Portion as may be agreed between the Board may reasonably requestSub-Advisor and the Advisor or the Board.

General Duties. The Sub-Advisor Adviser shall act as one of several investment managers adviser to the Fund and shall invest the Sub-Advisor’s Allocated Portion supervise investments of the assets Fund on behalf of the Fund in accordance with the investment objectives, policies and restrictions of the Fund as set forth in the Fund’s and the Trust’s governing documents, including, without limitation, : the Trust’s Agreement and Declaration of Trust and By-Laws; the Fund’s prospectus, statement of additional information and undertakings; and such other limitations, policies and procedures as the Advisor or the Trustees of the Trust may impose from time to time in writing to on the Sub-AdvisorAdviser. In providing such services, the Sub-Advisor Adviser shall at all times adhere to the provisions and restrictions contained in the federal securities laws, applicable state securities laws, the Internal Revenue Code, the Uniform Commercial Code and other applicable law. Advisor The Adviser is authorized to delegate its duties hereunder to one or more sub-advisers pursuant to a written agreement under which the sub-advisers shall provide furnish the services specified therein to the SubAdviser or the Fund. The Adviser will continue to have responsibility for all investment advisory services furnished pursuant to any agreement with any sub-Advisor such information with respect to the Fund such that the Sub-Advisor will be able to maintain compliance with applicable regulations, laws, policies, and restrictions with respect to the Sub-Advisor’s Allocated Portionadviser. Without limiting the generality of the foregoing, the Sub-Advisor Adviser shall: (i) furnish the Fund with advice and recommendations with respect to the investment of the Sub-Advisor’s Allocated Portion of the Fund’s assets; (ii) effect assets and the purchase and sale of portfolio securities for the Sub-Advisor’s Allocated PortionFund, including the taking of such steps as may be necessary to implement such advice and recommendations (i.e., placing the orders); (iii) determine that portion of the Sub-Advisor’s Allocated Portion that will remain uninvested, if any; (ivii) manage and oversee the investments of the Sub-Advisor’s Allocated PortionFund, subject to the ultimate supervision and direction of the Trust’s Board of Trustees; (viii) make recommendations with respect to the hiring, termination and replacement of sub-advisers; (iv) vote proxiesproxies for the Fund, file required ownership reportsreports under Section 13 of the Securities Exchange Act of 1934 for the Fund, and take other actions with respect to on behalf of the securities in the Sub-Advisor’s Allocated PortionFund; (viv) maintain the books and records required to be maintained with respect by the Fund except to the securities in extent arrangements have been made for such books and records to be maintained by the Sub-Advisor’s Allocated Portionadministrator or another agent of the Fund; (viivi) furnish reports, statements and other data on securities, economic conditions and other matters related to the investment of the Fund’ ’s assets which the Advisor, the Trustees, Fund’s administrator or distributor or the officers of the Trust may reasonably request; and (viiivii) render to the Trust’s Board of Trustees such periodic and special reports with respect to the Sub-AdvisorFund’s Allocated Portion investment activities as the Board may reasonably request, including at least one in-person appearance annually before the Board of Trustees.

General Duties. The (i) Sub-Advisor shall act as one of several investment managers to the Fund and shall invest the Sub-Advisor’s Allocated Portion of the assets of the Fund in accordance with the investment objectives, policies and restrictions of the Fund as set forth in the Fund’s 's and the Trust’s 's governing documents, including, without limitation, the Trust’s 's Agreement and Declaration of Trust and By-Laws; the Fund’s 's prospectus, statement of additional information and undertakings; and such other limitations, policies and procedures as the Advisor or the Trustees of the Trust may impose from time to time in writing to the Sub-Advisor. In providing such services, the Sub-Advisor shall at all times adhere to the provisions and restrictions contained in the federal securities laws, applicable state securities laws, the Internal Revenue Code, and other applicable law. Advisor shall provide to the Sub-Advisor such information with respect to the Fund such that the Sub-Advisor will be able to maintain compliance with applicable regulations, laws, policies, and restrictions with respect to the Sub-Advisor’s Allocated Portion. . (ii) Without limiting the generality of the foregoing, the Sub-Advisor shall: (i) furnish the Fund with advice and recommendations with respect to the investment of the Sub-Advisor’s Allocated Portion of the Fund’s assets; Portion, (ii) effect the purchase and sale of portfolio securities for the Sub-Advisor’s Allocated Portion; (iii) determine that portion of the Sub-Advisor’s Allocated Portion that will remain uninvested, if any; (iv) manage and oversee the investments of the Sub-Advisor’s Allocated Portion, subject to the ultimate supervision and direction of the Trust’s 's Board of Trustees; (v) vote proxies, file required ownership reports, and take other actions with respect to the securities in the Sub-Advisor’s Allocated Portion; (vi) maintain the books and records required to be maintained with respect to the securities in the Sub-Advisor’s Allocated Portion; (vii) furnish reports, statements and other data on securities, economic conditions and other matters related to the investment of the Fund’ 's assets which are mutually agreed upon by the Advisor, the Trustees, or the officers of the Trust may reasonably requestparties; and (viii) render to the Trust’s 's Board of Trustees such periodic and special reports with respect to the Sub-Advisor’s Allocated Portion as are mutually agreed upon by the Board may reasonably requestparties.

General Duties. The Sub-Advisor shall act as one of several investment managers to the Fund and shall invest the Sub-Advisor’s Allocated Portion of the assets of the Fund in accordance with the investment objectives, policies and restrictions of the Fund as set forth in the Fund’s and the Trust’s governing documents, including, without limitation, the Trust’s Agreement and Declaration of Trust and By-Laws; the Fund’s prospectus, statement of additional information and undertakings; and such other limitations, policies and procedures as the Advisor or the Trustees of the Trust may impose from time to time in writing to the Sub-Advisor. The Advisor represents that the foregoing documents, as they may be amended from time to time, are consistent with the provisions of law, regulatory policies and organizational documents applicable to the Fund and the Advisor, and the Advisor will notify the Sub-Advisor in the event amendments to the foregoing are needed to conform to any changes in such provisions of law, regulatory policies or organizational documents. The Advisor will furnish to the Sub-Advisor current and complete copies of the Declaration of Trust and By-Laws of the Trust, and the Fund’s current Prospectus and Statement of Additional Information as those documents may be amended from time to time, and will provide the Sub-Advisor with any limitations, policies and procedures applicable to the Allocated Portion reasonably in advance of their adoption. In providing such services, the Sub-Advisor shall at all times adhere to the provisions and restrictions contained in the federal securities laws, applicable state securities laws, the Internal Revenue Code, and other applicable law. Advisor shall provide to the Sub-Advisor such all information with respect to the Fund such that necessary to enable the Sub-Advisor will be able to maintain compliance with applicable regulations, laws, policies, and restrictions with respect to the Sub-Advisor’s Allocated Portion. Without limiting the generality of the foregoing, the Sub-Advisor shall: (i) furnish the Fund with advice and recommendations with respect to the investment of the Sub-Advisor’s Allocated Portion of the Fund’s assets; (ii) effect the purchase and sale of portfolio securities for the Sub-Advisor’s Allocated Portion; (iii) determine that portion of the Sub-Advisor’s Allocated Portion that will remain uninvested, if any; (iv) manage and oversee the investments of the Sub-Advisor’s Allocated Portion, subject to the ultimate supervision and direction of the Trust’s Board of Trustees; (v) vote proxies, file required ownership reports, and take other actions with respect to the securities in the Sub-Advisor’s Allocated Portion; (vi) maintain the books and records required to be maintained with respect to the securities in the Sub-Advisor’s Allocated Portion; (vii) furnish reports, statements and other data on securities, economic conditions and other matters related to the investment of the Allocated Portion of the Fund’ ’s assets which the Advisor, the Trustees, or the officers of the Trust may reasonably request; and (viii) render to the Trust’s Board of Trustees such periodic and special reports with respect to the Sub-Advisor’s Allocated Portion as the Board may reasonably request.

General Duties. The Sub-Advisor Adviser shall act as one of several investment managers adviser to the Fund and shall invest the Sub-Advisor’s Allocated Portion of the assets supervise investments of the Fund in accordance with the investment objectives, policies and restrictions of the Fund as set forth in the Fund’s and the Trust’s governing documents, including, without limitation, : the TrustFund’s Agreement and Declaration of Trust and By-Laws, each as amended from time to time; the Fund’s prospectus, statement of additional information and undertakings; and such other limitations, policies and procedures as the Advisor or the Trustees of the Trust may impose from time to time and provide in writing to the Sub-AdvisorAdviser (collectively, the “Investment Policies”). In providing such services, the Sub-Advisor Adviser shall at all times adhere to the provisions and restrictions contained in the federal securities laws, applicable state securities laws, the Internal Revenue CodeCode of 1986, as amended, the Uniform Commercial Code and other applicable law. Advisor shall provide Subject to the requirements of the Investment Company Act, the Adviser is authorized to delegate its duties hereunder, at the Adviser’s own expense, to a sub-adviser, which is a registered investment adviser under the Advisers Act, pursuant to a written agreement under which the sub-adviser shall furnish the services specified therein to the Adviser or the Fund. The Adviser will continue to have responsibility for all investment advisory services furnished pursuant to any agreement with a sub-adviser (a “Sub-Advisor such information with respect to the Fund such that the Sub-Advisor will be able to maintain compliance with applicable regulations, laws, policies, and restrictions with respect to the Sub-Advisor’s Allocated PortionAdviser”). Without limiting the generality of the foregoing, the Sub-Advisor Adviser shall: (i) furnish the Fund with advice and recommendations with respect to the investment of the Sub-Advisor’s Allocated Portion of the Fund’s assets; (ii) effect assets and the purchase and sale of portfolio securities for the Sub-Advisor’s Allocated PortionFund, including the taking of such steps as may be necessary to implement such advice and recommendations (i.e., placing the orders); (iii) determine that portion of the Sub-Advisor’s Allocated Portion that will remain uninvested, if any; (ivii) manage and oversee the investments of the Sub-Advisor’s Allocated PortionFund, subject to the ultimate supervision and direction of the Trust’s Board of Trustees; (viii) vote proxies, file required ownership reports, and take other actions make recommendations with respect to the securities in the hiring, termination and replacement of one or more Sub-Advisor’s Allocated PortionAdvisers; (iv) vote proxies for the Fund; (v) file ownership reports under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), for the Fund; (vi) maintain the books and records required to be maintained with respect by the Fund except to the securities in extent arrangements have been made for such books and records to be maintained by the Sub-AdvisorFund’s Allocated Portionadministrator (the “Administrator”) or another agent of the Fund; (vii) furnish reports, statements and other data on securities, economic conditions and other matters related to the investment of the Fund’ ’s assets which that the Advisor, the Trustees, Administrator or distributor or the officers of the Trust Fund may reasonably request; and (viii) render to the Trust’s Board of Trustees such periodic and special reports with respect to the Sub-AdvisorFund’s Allocated Portion investment activities as the Board of Trustees may reasonably request. It is understood and agreed that the Adviser shall have no obligation to initiate litigation on behalf of the Fund and may not initiate litigation on behalf of the Fund without the prior approval of the Board of Trustees.

General Duties. The Sub-Advisor Adviser shall act as one of several investment managers adviser to the Fund and shall invest the Sub-Advisor’s Allocated Portion supervise investments of the assets Fund on behalf of the Fund in accordance with the investment objectives, policies and restrictions of the Fund as set forth in the Fund’s and the Trust’s governing documents, including, without limitation, : the Trust’s Agreement and Declaration of Trust and By-Laws; the Fund’s prospectus, statement of additional information and undertakings; and such other limitations, policies and procedures as the Advisor or the Trustees of the Trust may impose from time to time in writing to on the Sub-AdvisorAdviser. In providing such services, the Sub-Advisor Adviser shall at all times adhere to the provisions and restrictions contained in the federal securities laws, applicable state securities laws, the Internal Revenue Code, the Uniform Commercial Code and other applicable law. Advisor The Adviser is authorized to delegate its duties hereunder to one or more sub-advisers pursuant to a written agreement under which the sub-advisers shall provide furnish the services specified therein to the SubAdviser or the Fund. In connection with the foregoing, the Adviser is authorized to determine the percentage of the Fund’s assets for which a sub-Advisor such information adviser will have sub-advisory responsibility. The Adviser will continue to have responsibility for all investment advisory services furnished pursuant to any agreement with respect to the Fund such that the Subany sub-Advisor will be able to maintain compliance with applicable regulations, laws, policies, and restrictions with respect to the Sub-Advisor’s Allocated Portionadviser. Without limiting the generality of the foregoing, the Sub-Advisor Adviser shall: (i) furnish the Fund with advice and recommendations with respect to the investment of the Sub-Advisor’s Allocated Portion of the Fund’s assets; (ii) effect assets and the purchase and sale of portfolio securities for the Sub-Advisor’s Allocated PortionFund, including the taking of such steps as may be necessary to implement such advice and recommendations (i.e., placing the orders); (iii) determine that portion of the Sub-Advisor’s Allocated Portion that will remain uninvested, if any; (ivii) manage and oversee the investments of the Sub-Advisor’s Allocated PortionFund, subject to the ultimate supervision and direction of the Trust’s Board of Trustees; (viii) make recommendations with respect to the hiring, termination and replacement of sub-advisers; (iv) vote proxiesproxies for the Fund, file required ownership reportsreports under Section 13 of the Securities Exchange Act of 1934 for the Fund, and take other actions with respect to on behalf of the securities in the Sub-Advisor’s Allocated PortionFund; (viv) maintain the books and records related to the Adviser’s services and required to be maintained with respect by the Fund except to the securities in extent arrangements have been made for such books and records to be maintained by the Sub-Advisor’s Allocated Portionadministrator or another agent of the Fund; (viivi) furnish reports, statements and other data on securities, economic conditions and other matters related to the investment of the Fund’ ’s assets which the Advisor, the Trustees, Fund’s administrator or distributor or the officers of the Trust may reasonably request; and (viiivii) render to the Trust’s Board of Trustees such periodic and special reports with respect to the Sub-AdvisorFund’s Allocated Portion investment activities as the Board may reasonably request, including at least one in-person appearance annually before the Board of Trustees.

General Duties. The Sub-Advisor shall act as one of several investment managers to the Fund and shall invest the Sub-Advisor’s Allocated Portion of the assets of the Fund in accordance with the investment objectives, policies and restrictions of the Fund as set forth in the Fund’s and the Trust’s governing documents, including, without limitation, the Trust’s Agreement and Declaration of Trust and By-Laws; the Fund’s prospectus, statement of additional information and undertakings; such undertakings or instructions as may be furnished to the Sub-Advisor by the Advisor from time to time and such other limitations, policies and procedures as the Advisor or the Board of Trustees of the Trust may impose communicate from time to time in writing writing, with reasonable notice to the Sub-Advisor. In providing such services, the Sub-Advisor shall at all times adhere to the provisions and restrictions contained in the federal securities laws, applicable state securities laws, the Internal Revenue Code, and other applicable lawlaw relevant to the Allocated Portion. The Advisor shall provide to the Sub-Advisor such information with respect to the Fund such that the Sub-Advisor will be able to maintain compliance with applicable regulations, laws, policies, the Fund’s investment policies and restrictions with respect to the Sub-Advisor’s Allocated Portion (including a list of all affiliates and other persons that are restricted in their ability to deal with the Fund under Section 17 of the Investment Company Act). For the avoidance of doubt, for the purposes of complying with the foregoing, the Sub-Advisor may manage the Allocated Portion, unless specifically instructed otherwise by the Advisor or the Board in writing, as if it constituted a separate investment company registered under the Investment Company Act. Further, for all purposes hereunder, the Sub-Advisor may, unless specifically instructed otherwise by the Advisor or the Board in writing, presume that the Allocated Portion constitutes the only assets of the Fund. Without limiting the generality of the foregoing, the Sub-Advisor shall: (i) furnish the Fund with advice and recommendations with respect to the investment of the Sub-Advisor’s Allocated Portion of the Fund’s assets; (ii) effect the purchase and sale of portfolio securities for the Sub-Advisor’s Allocated Portion; (iii) determine that portion of the Sub-Advisor’s Allocated Portion that will remain uninvested, if any; (iv) manage and oversee the investments of the Sub-Advisor’s Allocated Portion, subject to the ultimate supervision and direction of the Trust’s Board of Trustees; (v) vote proxies, file required ownership reports, reports and take participate as it deems appropriate in the best interests of the Fund and its shareholders in class action and other actions litigation with respect to the securities in the Sub-Advisor’s Allocated Portion; (vi) maintain maintain, to the extent provided in Section 2(d) below, the books and records required to be maintained with respect to the securities in the Sub-Advisor’s Allocated Portion; (vii) furnish reports, statements and other data on securities, economic conditions and other matters related to the investment of the Sub-Advisor’s Allocated Portion of the Fund’ ’s assets which the Advisor, the Trustees, or the officers of the Trust may reasonably request; (viii) provide reasonable support and assistance to the Fund, the Advisor and or other Fund service providers in valuing or fair valuing securities held in the Sub-Advisors Allocated Portion, and (viiiix) render to the Trust’s Board of Trustees such periodic and special reports with respect to the Sub-Advisor’s Allocated Portion as the Board may reasonably request.

General Duties. The Sub-Advisor shall act duties and obligations of Escrow Agent will be determined solely by the express provisions of this Agreement and Escrow Agent will not be liable except for the performance of such duties and obligations. Escrow Agent is not a party to, and is not bound by, or required to comply with any agreement or other document out of which this Agreement may arise. Escrow Agent will not be required to inquire as one of several investment managers to the performance or observance of any duty, obligation, term or condition under any other agreements or arrangements between Buyer and GSH, notwithstanding that references thereto may be made herein and whether or not it has knowledge thereof. Escrow Agent will not be under any liability to either party hereto by reason of any failure on the part of Buyer, GSH or any maker, guarantor, endorser or other signatory of any document or any other third party to perform, such party’s obligations under any such document. Except for amendments to this Agreement referred to herein, and except for notifications or instructions to Escrow Agent under this Agreement and as otherwise stated herein, Escrow Agent will not be obliged to recognize or be chargeable with knowledge of any of the terms or conditions of any agreement between Buyer and GSH. Escrow Agent will not be liable for the accuracy of any calculations or the sufficiency of any funds for any purpose. The Escrow Agent may establish additional accounts or subaccounts within the Escrow Fund as the Escrow Agent shall deem necessary and prudent in furtherance of its duties under this Agreement upon written notification to Buyer and GSH. Escrow Agent further agrees that all property held by Escrow Agent under this Agreement shall be segregated from all other property held by Escrow Agent and shall invest be identified as being held in connection with this Agreement. Segregation may be accomplished by appropriate identification on the Sub-Advisor’s Allocated Portion books and records of the assets of the Fund in accordance with the investment objectives, policies Escrow Agent. Escrow Agent agrees that its documents and restrictions of the Fund as set forth in the Fund’s and the Trust’s governing documents, including, without limitation, the Trust’s Agreement and Declaration of Trust and By-Laws; the Fund’s prospectus, statement of additional information and undertakings; and such other limitations, policies and procedures as the Advisor or the Trustees of the Trust may impose from time to time in writing to the Sub-Advisor. In providing such services, the Sub-Advisor shall at all times adhere to the provisions and restrictions contained in the federal securities laws, applicable state securities laws, the Internal Revenue Code, and other applicable law. Advisor shall provide to the Sub-Advisor such information records with respect to the Fund such that the Sub-Advisor will transactions contemplated by this Agreement shall be able to maintain compliance with applicable regulations, laws, policies, available for examination by Authorized Representatives of Buyer and restrictions with respect to the Sub-Advisor’s Allocated Portion. Without limiting the generality of the foregoing, the Sub-Advisor shall: (i) furnish the Fund with advice and recommendations with respect to the investment of the Sub-Advisor’s Allocated Portion of the Fund’s assets; (ii) effect the purchase and sale of portfolio securities for the Sub-Advisor’s Allocated Portion; (iii) determine that portion of the Sub-Advisor’s Allocated Portion that will remain uninvested, if any; (iv) manage and oversee the investments of the Sub-Advisor’s Allocated Portion, subject to the ultimate supervision and direction of the Trust’s Board of Trustees; (v) vote proxies, file required ownership reports, and take other actions with respect to the securities in the Sub-Advisor’s Allocated Portion; (vi) maintain the books and records required to be maintained with respect to the securities in the Sub-Advisor’s Allocated Portion; (vii) furnish reports, statements and other data on securities, economic conditions and other matters related to the investment of the Fund’ assets which the Advisor, the Trustees, or the officers of the Trust may reasonably request; and (viii) render to the Trust’s Board of Trustees such periodic and special reports with respect to the Sub-Advisor’s Allocated Portion as the Board may reasonably requestGSH.

General Duties. The Sub-Advisor shall act as one of several investment managers to the Fund and shall invest the Sub-Advisor’s Allocated Portion of the assets of the Fund in accordance with the investment objectives, policies and restrictions of the Fund as set forth in the Fund’s and the Trust’s governing documents, including, without limitation, the Trust’s Agreement and Declaration of Trust and By-Laws; the Fund’s prospectus, statement of additional information and undertakings; and such other limitations, policies and procedures as the Advisor or the Trustees of the Trust may impose from time to time in writing to the Sub-Advisor. In providing such services, the Sub-Advisor shall at all times adhere to the provisions and restrictions contained in the federal securities laws, applicable state securities laws, the Internal Revenue Code, and other applicable law. Advisor shall provide to the Sub-Advisor such information with respect to the Fund such that the Sub-Advisor will be able to maintain compliance with applicable regulations, laws, policies, and restrictions with respect to the Sub-Advisor’s Allocated Portion. Without limiting the generality of the foregoing, the Sub-Advisor shall: ; (i) furnish the Fund with advice and recommendations with respect to the investment of the Sub-Advisor’s Allocated Portion of the Fund’s assets; , (ii) effect the purchase and sale of portfolio securities for the Sub-Advisor’s Allocated Portion; (iii) determine that portion of the Sub-AdvisorManager’s Allocated Portion that will remain uninvested, if any; (iv) manage and oversee the investments of the Sub-Advisor’s Allocated Portion, subject to the ultimate supervision and direction of the Trust’s Board of Trustees; (v) vote proxies, file required ownership reports, and take other actions with respect to the securities in the Sub-Advisor’s Allocated Portion; (vi) maintain the books and records required to be maintained with respect to the securities in the Sub-Advisor’s Allocated Portion; (vii) furnish reports, statements and other data on securities, economic conditions and other matters related to the investment of the Fund’ ’s assets which the Advisor, the Trustees, or the officers of the Trust may reasonably request; and (viii) render to the Trust’s Board of Trustees such periodic and special reports with respect to the Sub-Advisor’s Allocated Portion as the Board may reasonably request.

General Duties. The Sub-Advisor shall act as one of several investment managers to the Fund and shall invest the Sub-Advisor’s Allocated Portion of the assets of the Fund in accordance with the investment objectives, policies and restrictions of the Fund as set forth in the Fund’s and the Trust’s governing documents, including, without limitation, the Trust’s Agreement and Declaration of Trust and By-Laws; the Fund’s prospectus, statement of additional information and undertakings; and such other limitations, policies and procedures as the Advisor or the Trustees of the Trust may impose from time to time in writing to the Sub- Advisor. The Advisor represents that the foregoing documents, as they may be amended from time to time, are consistent with the provisions of law, regulatory policies and organizational documents applicable to the Fund and the Advisor, and the Advisor will notify the Sub-AdvisorAdvisor in the event amendments to the foregoing are needed to conform to any changes in such provisions of law, regulatory policies or organizational documents. The Advisor will furnish to the Sub-Advisor current and complete copies of the Declaration of Trust and By-Laws of the Trust, and the Fund’s current Prospectus and Statement of Additional Information as those documents may be amended from time to time, and will provide the Sub-Advisor with any limitations, policies and procedures applicable to the Allocated Portion reasonably in advance of their adoption. In providing such services, the Sub-Advisor shall at all times adhere to the provisions and restrictions contained in the federal securities laws, applicable state securities laws, the Internal Revenue Code, and other applicable law. Advisor shall provide to the Sub-Advisor such information with respect to the Fund such that the Sub-Advisor will be able to maintain compliance with applicable regulations, laws, policies, and restrictions with respect to the Sub-Advisor’s Allocated Portion. Without limiting the generality of the foregoing, the Sub-Advisor shall: (i) furnish the Fund with advice and recommendations with respect to the investment of the Sub-Advisor’s Allocated Portion of the Fund’s assets; (ii) effect the purchase and sale of portfolio securities for the Sub-Advisor’s Allocated Portion; (iii) determine that portion of the Sub-Advisor’s Allocated Portion that will remain uninvested, if any; (iv) manage and oversee the investments of the Sub-Advisor’s Allocated Portion, subject to the ultimate supervision and direction of the Trust’s Board of Trustees; (v) vote proxies, file required ownership reports, and take other actions with respect to the securities in the Sub-Advisor’s Allocated Portion; (vi) maintain the books and records required to be maintained with respect to the securities in the Sub-Advisor’s Allocated Portion; (vii) furnish reports, statements and other data on securities, economic conditions and other matters related to the investment of the Allocated Portion of the Fund’ ’s assets which the Advisor, the Trustees, or the officers of the Trust may reasonably request; and (viii) render to the Trust’s Board of Trustees such periodic and special reports with respect to the Sub-Advisor’s Allocated Portion as the Board may reasonably request.

General Duties. The Sub-Advisor Manager shall act as one of several investment managers to the Fund and shall invest the Sub-Advisor’s Manager's Allocated Portion of the assets of the Fund in accordance with the investment objectives, policies and restrictions of the Fund as set forth in the Fund’s 's and the Trust’s 's governing documents, including, without limitation, the Trust’s 's Agreement and Declaration of Trust and By-Laws; the Fund’s 's prospectus, statement of additional information information, and undertakings; and such other limitations, policies policies, and procedures as the Advisor or the Trustees of the Trust may impose from time to time in writing to the Sub-AdvisorManager. In providing such services, the Sub-Advisor Manager shall at all times adhere to the provisions and restrictions contained in the federal securities laws, applicable state securities laws, the Internal Revenue Code, and other applicable law. Advisor shall provide to the Sub-Advisor Manager such information with respect to the Fund such that the Sub-Advisor Manager will be able to maintain compliance with applicable regulations, laws, policies, and restrictions with respect to the Sub-Advisor’s Manager's Allocated Portion. Without limiting the generality of the foregoing, the Sub-Advisor Manager shall: (i) furnish the Fund with advice and recommendations with respect to the investment of the Sub-Advisor’s Manager's Allocated Portion of the Fund’s 's assets; , (ii) effect the purchase and sale of portfolio securities for the Sub-Advisor’s Manager's Allocated Portion; (iii) determine that portion of the Sub-Advisor’s Manager's Allocated Portion that will remain uninvested, if any; (iv) manage and oversee the investments of the Sub-Advisor’s Manager's Allocated Portion, subject to the ultimate supervision and direction of the Trust’s 's Board of Trustees; (v) vote proxies, file required ownership reports, and take other actions with respect to the securities in the Sub-Advisor’s Manager's Allocated Portion; (vi) maintain the books and records required to be maintained with respect to the securities in the Sub-Advisor’s Manager's Allocated Portion; (vii) furnish reports, statements and other data on securities, economic conditions and other matters related to the investment of the Fund’ 's assets which the Advisor, the Trustees, Trustees or the officers of the Trust may reasonably request; and (viii) render to the Trust’s 's Board of Trustees such periodic and special reports with respect to the Sub-Advisor’s Manager's Allocated Portion as the Board may reasonably request.

General Duties. The Sub-Advisor Adviser shall act as one of several investment managers adviser to the Fund and shall invest the Sub-Advisor’s Allocated Portion supervise investments of the assets Fund on behalf of the Fund in accordance with the investment objectives, policies and restrictions of the Fund as set forth in the Fund’s and the Trust’s governing documents, including, without limitation, : the Trust’s Agreement and Declaration of Trust and By-Laws, each as amended from time to time; the Fund’s prospectus, statement of additional information and undertakings; and such other limitations, policies and procedures as the Advisor or the Trustees of the Trust may impose from time to time and provide in writing to the Sub-AdvisorAdviser (collectively, the “Investment Policies”). In providing such services, the Sub-Advisor Adviser shall at all times adhere to the provisions and restrictions contained in the federal securities laws, applicable state securities laws, the Internal Revenue CodeCode of 1986, the Uniform Commercial Code and other applicable law. Advisor shall provide Subject to the requirements of the Investment Company Act, the Adviser is authorized to delegate its duties hereunder, at the Adviser’s own expense, to a sub-adviser, which is a registered investment adviser under the Advisers Act, pursuant to a written agreement under which the sub-adviser shall furnish the services specified therein to the Adviser or the Fund. The Adviser will continue to have responsibility for all investment advisory services furnished pursuant to any agreement with a sub-adviser (a “Sub-Advisor such information with respect to the Fund such that the Sub-Advisor will be able to maintain compliance with applicable regulations, laws, policies, and restrictions with respect to the Sub-Advisor’s Allocated PortionAdviser”). Without limiting the generality of the foregoing, the Sub-Advisor Adviser shall: (i) furnish the Fund with advice and recommendations with respect to the investment of the Sub-Advisor’s Allocated Portion of the Fund’s assets; (ii) effect assets and the purchase and sale of portfolio securities for the Sub-Advisor’s Allocated PortionFund, including the taking of such steps as may be necessary to implement such advice and recommendations (i.e., placing the orders); (iii) determine that portion of the Sub-Advisor’s Allocated Portion that will remain uninvested, if any; (ivii) manage and oversee the investments of the Sub-Advisor’s Allocated PortionFund, subject to the ultimate supervision and direction of the Trust’s Board of Trustees; (viii) vote proxies, file required ownership reports, and take other actions make recommendations with respect to the securities in the hiring, termination and replacement of a Sub-Advisor’s Allocated PortionAdviser; (viiv) vote proxies for the Fund, file ownership reports under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), for the Fund; (v) maintain the books and records required to be maintained with respect by the Fund except to the securities in extent arrangements have been made for such books and records to be maintained by the Sub-Advisor’s Allocated Portionadministrator or another agent of the Fund; (viivi) furnish reports, statements and other data on securities, economic conditions and other matters related to the investment of the Fund’ ’s assets which that the Advisor, the Trustees, Fund’s administrator or distributor or the officers of the Trust may reasonably request; and (viiivii) render to the Trust’s Board of Trustees such periodic and special reports with respect to the Sub-AdvisorFund’s Allocated Portion investment activities as the Board of Trustees may reasonably request, including at least one in-person or videoconference appearance annually before the Board of Trustees. It is understood and agreed that the Adviser shall have no obligation to initiate litigation on behalf of the Fund and may not initiate litigation on behalf of the Fund without the prior approval of the Board of Trustees.

General Duties. The Sub-Advisor Adviser shall act as one of several investment managers adviser to the Fund and shall invest the Sub-Advisor’s Allocated Portion supervise investments of the assets Fund on behalf of the Fund in accordance with the investment objectives, policies and restrictions of the Fund as set forth in the Fund’s and the Trust’s governing documents, including, without limitation, : the Trust’s Agreement and Declaration of Trust and By-Laws, each as amended from time to time; the Fund’s prospectus, statement of additional information and undertakings; and such other limitations, policies and procedures as the Advisor or the Trustees of the Trust may impose from time to time and provide in writing to the Sub-AdvisorAdviser (collectively, the “Investment Policies”). In providing such services, the Sub-Advisor Adviser shall at all times adhere to the provisions and restrictions contained in the federal securities laws, applicable state securities laws, the Internal Revenue CodeCode of 1986, as amended, and other applicable law. Advisor shall provide Subject to the requirements of the Investment Company Act, the Adviser is authorized to delegate its duties hereunder, at the Adviser’s own expense, to a sub-adviser, which is a registered investment adviser under the Advisers Act, pursuant to a written agreement under which the sub-adviser shall furnish the services specified therein to the Adviser or the Fund. The Adviser will continue to have responsibility for all investment advisory services furnished pursuant to any agreement with a sub-adviser (a “Sub-Advisor such information with respect to the Fund such that the Sub-Advisor will be able to maintain compliance with applicable regulations, laws, policies, and restrictions with respect to the Sub-Advisor’s Allocated PortionAdviser”). Without limiting the generality of the foregoing, the Sub-Advisor Adviser shall: (i) furnish the Fund with advice and recommendations with respect to the investment of the Sub-Advisor’s Allocated Portion of the Fund’s assets; (ii) effect assets and the purchase and sale of portfolio securities for the Sub-Advisor’s Allocated PortionFund, including the taking of such steps as may be necessary to implement such advice and recommendations (i.e., placing the orders); (iii) determine that portion of the Sub-Advisor’s Allocated Portion that will remain uninvested, if any; (ivii) manage and oversee the investments of the Sub-Advisor’s Allocated PortionFund, subject to the ultimate supervision and direction of the Trust’s Board of Trustees; (iii) designate the identity, quantity and weighting of the securities and other instruments (and amount of cash, if any) to be accepted in exchange for creation units of the Fund or that will be applicable that day to redemption requests received by the Fund (which may differ) and such designations may be amended by the Adviser during the day; (iv) make recommendations with respect to the hiring, termination and replacement of a Sub-Adviser; (v) vote proxiesproxies for the Fund, file required ownership reportsreports under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), for the Fund, and take other required actions with respect to on behalf of the securities in the Sub-Advisor’s Allocated PortionFund; (vi) maintain the required books and records required relating to its investment management activities for the Fund except to the extent arrangements have been made for such books and records to be maintained with respect to by the securities in administrator or another agent of the Sub-Advisor’s Allocated PortionFund; (vii) furnish reports, statements and other data on securities, economic conditions and other matters related to the investment of the Fund’ ’s assets which that the Advisor, the Trustees, Fund’s administrator or distributor or the officers of the Trust may reasonably requestrequest and which can be produced by the Adviser without undue cost or effort; and (viii) render to the Trust’s Board of Trustees such periodic and special reports with respect to the Sub-AdvisorFund’s Allocated Portion investment activities as the Board of Trustees may reasonably request, including participating at least annually in a meeting of the Board of Trustees. It is understood and agreed that the Adviser shall have no obligation to initiate or defend against litigation on behalf of the Fund.

General Duties. The Sub-Advisor Adviser shall act as one of several investment managers adviser to the Fund and shall invest the Sub-Advisor’s Allocated Portion of the assets supervise investments of the Fund in accordance with the investment objectives, policies and restrictions of the Fund as set forth in the Fund’s and the Trust’s governing documents, including, without limitation, : the TrustFund’s Agreement and Declaration of Trust and By-Laws, each as amended from time to time; the Fund’s prospectus, statement of additional information and undertakings; and such other limitations, policies and procedures as the Advisor or the Trustees of the Trust may impose from time to time and provide in writing to the Sub-AdvisorAdviser (collectively, the “Investment Policies”). In providing such services, the Sub-Advisor Adviser shall at all times adhere to the provisions and restrictions restrictions’ contained in the federal securities laws, applicable state securities laws, the Internal Revenue CodeCode of 1986, as amended, the Uniform Commercial Code and other applicable law. Advisor shall provide Subject to the requirements of the Investment Company Act, the Adviser is authorized to delegate its duties hereunder, at the Adviser’s own expense, to a sub-adviser, which is a registered investment adviser under the Advisers Act, pursuant to a written agreement under which the sub-adviser shall furnish the services specified therein to the Adviser or the Fund. The Adviser will continue to have responsibility for all investment advisory services furnished pursuant to any agreement with a sub-adviser (a “Sub-Advisor such information with respect to the Fund such that the Sub-Advisor will be able to maintain compliance with applicable regulations, laws, policies, and restrictions with respect to the Sub-Advisor’s Allocated PortionAdviser”). Without limiting the generality of the foregoing, the Sub-Advisor Adviser shall: (i) furnish the Fund with advice and recommendations with respect to the investment of the Sub-Advisor’s Allocated Portion of the Fund’s assets; (ii) effect assets and the purchase and sale of portfolio securities for the Sub-Advisor’s Allocated PortionFund, including the taking of such steps as may be necessary to implement such advice and recommendations (i.e., placing the orders); (iii) determine that portion of the Sub-Advisor’s Allocated Portion that will remain uninvested, if any; (ivii) manage and oversee the investments of the Sub-Advisor’s Allocated PortionFund, subject to the ultimate supervision and direction of the Trust’s Board of Trustees; (viii) vote proxies, file required ownership reports, and take other actions make recommendations with respect to the securities in the hiring, termination and replacement of one or more Sub-Advisor’s Allocated PortionAdvisers; (iv) vote proxies for the Fund; (v) file ownership reports under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), for the Fund; (vi) maintain the books and records required to be maintained with respect by the Fund except to the securities in extent arrangements have been made for such books and records to be maintained by the Sub-AdvisorFund’s Allocated Portionadministrator (the “Administrator”) or another agent of the Fund; (vii) furnish reports, statements and other data on securities, economic conditions and other matters related to the investment of the Fund’ ’s assets which that the Advisor, the Trustees, Administrator or distributor or the officers of the Trust Fund may reasonably request; and (viii) render to the Trust’s Board of Trustees such periodic and special reports with respect to the Sub-AdvisorFund’s Allocated Portion investment activities as the Board of Trustees may reasonably request. It is understood and agreed that the Adviser shall have no obligation to initiate litigation on behalf of the Fund and may not initiate litigation on behalf of the Fund without the prior approval of the Board of Trustees.

General Duties. The Sub-Advisor shall act as one of several investment managers to the Fund and shall invest the Sub-Advisor’s Allocated Portion of the assets of the Fund in accordance with the investment objectives, policies and restrictions of the Fund as set forth in the Fund’s and the Trust’s governing documents, including, without limitation, the Trust’s Agreement and Declaration of Trust and By-Laws; the Fund’s prospectus, statement of additional information and undertakings; and such other limitations, policies and procedures as the Advisor or the Trustees of the Trust may impose from time to time in writing to the Sub-Advisor. Any benchmark(s) or objective(s) specified in any of the foregoing documents, as they may be amended from time to time, are intended as targets only, and there is no assurance or guarantee that they will be met or that any particular investment result or return will be achieved. The Advisor represents that the foregoing documents, as they may be amended from time to time, are consistent with the provisions of law, regulatory policies and organizational documents applicable to the Fund and the Advisor, and the Advisor will notify the Sub-Advisor in the event amendments to the foregoing are needed to conform to any changes in such provisions of law, regulatory policies or organizational documents. The Advisor will furnish to the Sub-Adviser current and complete copies of the Declaration of Trust and By-laws of Company, and the current Prospectus and SAI as those documents may be amended from time to time and will provide the Sub-Advisor with any limitations, policies and procedures applicable to the Allocated Portion reasonably in advance of their adoption. In providing such services, the Sub-Advisor shall at all times adhere to the provisions and restrictions contained in the federal securities laws, applicable state securities laws, Subchapter M of the Internal Revenue Code, and other applicable law. Advisor shall provide to the Sub-Advisor such information with respect to the Fund such that the Sub-Advisor will be able to maintain compliance with applicable regulations, laws, policies, and restrictions with respect to the Sub-Advisor’s Allocated Portion. Without limiting the generality of the foregoing, the Sub-Advisor shall: (i) furnish the Fund with advice and recommendations with respect to the investment of the Sub-Advisor’s Allocated Portion of the Fund’s assets; (ii) effect the purchase and sale of portfolio securities for the Sub-Advisor’s Allocated Portion; (iii) determine that portion of the Sub-Advisor’s Allocated Portion that will remain uninvested, if any; (iv) manage and oversee the investments of the Sub-Advisor’s Allocated Portion, subject to the ultimate supervision and direction of the Trust’s Board of Trustees; (v) vote proxies, file required ownership reports, and take other actions with respect to the securities in the Sub-Advisor’s Allocated PortionPortion (except as otherwise specified herein); (vi) maintain the books and records required to be maintained with respect to the securities in the Sub-Advisor’s Allocated Portion; (vii) furnish reports, statements and other data on securities, economic conditions and other matters related to the investment of the Fund’ assets which the Advisor, the Trustees, or the officers of the Trust may reasonably request; and (viii) render to the Trust’s Board of Trustees such periodic and special reports with respect to the Sub-Advisor’s Allocated Portion as the Trust’s Board of Trustees may reasonably request.

General Duties. The Sub-Advisor shall act as one of several investment managers to the Fund and shall invest the Sub-Advisor’s Allocated Portion of the assets of the Fund in accordance with the investment objectives, policies and restrictions of the Fund as set forth in the Fund’s and the Trust’s governing documents, including, without limitation, the Trust’s Agreement and Declaration of Trust and By-Laws; the Fund’s prospectus, statement of additional information and undertakings; the portfolio guidelines provided to the Sub-Advisor, as such may be updated from time to time; and such other limitations, policies and procedures as the Advisor or the Trustees of the Trust may impose from time to time in writing to the Sub-Advisor. In providing such services, the Sub-Advisor shall at all times adhere to the provisions and restrictions contained in the federal securities laws, applicable state securities laws, the Internal Revenue Code, and other applicable law. Advisor shall provide to the Sub-Advisor such information with respect to the Fund such that the Sub-Advisor will be able to maintain compliance with applicable regulations, laws, policies, and restrictions with respect to the Sub-Advisor’s Allocated Portion. For purposes of clarification but without limitation, the Advisor shall provide to the Sub-Advisor on a timely basis drafts of the Fund’s prospectus and statement of additional information prior to the filing or distribution thereof, and shall also provide to the Sub-Advisor, contemporaneously with their filing, marked copies of the Fund’s prospectus and statement of additional information reflecting changes made to such documents compared to the drafts thereof provided to the Sub-Advisor prior to filing. Without limiting the generality of the foregoing, the Sub-Advisor shall: (i) furnish the Fund with advice and recommendations with respect to the investment of the Sub-Advisor’s Allocated Portion of the Fund’s assets; (ii) effect the purchase and sale of portfolio securities for the Sub-Advisor’s Allocated Portion; (iii) determine that portion of the Sub-Advisor’s Allocated Portion that will remain uninvested, if any; (iv) manage and oversee the investments of the Sub-Advisor’s Allocated Portion, subject to the ultimate supervision and direction of the Trust’s Board of Trustees; (v) vote proxies, file required ownership reports, and take other actions with respect to the securities in the Sub-Advisor’s Allocated Portion; (vi) maintain the books and records required by law to be maintained with respect to the securities in the Sub-Advisor’s Allocated Portion; (vii) furnish reports, statements and other data on securities, economic conditions and other matters related to the investment of the Fund’ assets which the Advisor, the Trustees, or the officers of the Trust may reasonably request; and (viii) render to the Trust’s Board of Trustees such periodic and special reports with respect to the Sub-Advisor’s Allocated Portion as the Board may reasonably request.

General Duties. The Sub-Advisor Adviser shall act as one of several investment managers adviser to the Fund and shall invest the Sub-Advisor’s Allocated Portion supervise investments of the assets Fund on behalf of the Fund in accordance with the investment objectivesobjective(s), policies and restrictions of the Fund as set forth in the Fund’s and the Trust’s governing documents, including, without limitation, : the Trust’s Agreement and Declaration of Trust and By-Laws, each as amended from time to time; the Fund’s prospectus, prospectus and statement of additional information and undertakingsinformation, as supplemented or amended (collectively, the “Prospectus”); and such other limitations, policies and procedures as the Advisor or the Trustees of the Trust may reasonably impose from time to time and provide in writing to the Sub-AdvisorAdviser (collectively, the “Investment Policies”). In providing such services, the Sub-Advisor Adviser shall at all times adhere to the applicable provisions and restrictions contained in the federal securities laws, applicable state securities laws, the Internal Revenue CodeCode of 1986, the Uniform Commercial Code and other applicable law. Advisor shall provide Subject to the requirements of the Investment Company Act, and pursuant to a written agreement approved by the Board of Trustees and, if required, shareholders of the Fund in accordance with Section 15 of the Investment Company Act, the Adviser is authorized to delegate to a sub-adviser that is registered with the SEC under the Advisers Act (“Sub-Advisor such information with respect Adviser”) the Adviser’s duties and responsibilities to the Fund such that set forth herein. Such delegation will be at the Adviser’s own expense. The Adviser will continue to have responsibility for all investment advisory services furnished pursuant to any agreement with a Sub-Advisor will be able to maintain compliance with applicable regulations, laws, policies, and restrictions with respect to the Sub-Advisor’s Allocated PortionAdviser. Without limiting the generality of the foregoing, the Sub-Advisor Adviser shall, with respect to the Fund: (i) furnish the Fund with advice and recommendations with respect to the investment of the Sub-Advisor’s Allocated Portion of the Fund’s assets; (ii) effect assets and the purchase and sale of portfolio securities for for, and use of financial instruments by, the Sub-Advisor’s Allocated PortionFund, including the taking of such steps as may be necessary to implement such advice and recommendations (i.e., placing the orders); (iii) determine that portion of the Sub-Advisor’s Allocated Portion that will remain uninvested, if any; (ivii) manage and oversee the investments of the Sub-Advisor’s Allocated PortionFund, subject to the ultimate supervision and direction of the Trust’s Board of Trustees; (viii) vote proxies, file required ownership reports, and take other actions make recommendations to the Board of Trustees with respect to the securities in the hiring, termination and/or replacement of a Sub-Advisor’s Allocated PortionAdviser; (viiv) vote proxies for the Fund, and file ownership reports under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), for the Fund; (v) maintain the books and records required to be maintained with respect by the Fund except to the securities in extent arrangements have been made for such books and records to be maintained by the Sub-Advisor’s Allocated Portionadministrator or another agent of the Fund; (viivi) furnish reports, statements and other data on securities, economic conditions and other matters related to the investment of the Fund’ ’s assets which that the Advisor, the Trustees, Fund’s administrator or distributor or the officers of the Trust may reasonably request; and (viiivii) render to the Trust’s Board of Trustees such periodic and special reports with respect to the Sub-AdvisorFund’s Allocated Portion investment activities as the Board of Trustees may reasonably request, including at least one appearance annually before the Board of Trustees. It is understood and agreed that the Adviser shall have no obligation to initiate litigation on behalf of the Fund and may not initiate litigation on behalf of the Fund without the prior approval of the Board of Trustees.