Common use of Information Concerning Sub-Advisor Assets and the Sub-Advisor Clause in Contracts

Information Concerning Sub-Advisor Assets and the Sub-Advisor. From time to time as the Advisor, and any consultants designated by the Advisor, or the Trust may request, the Sub-Advisor will furnish the requesting party reports on portfolio transactions and reports on Sub-Advisor Assets held in the portfolio, all in such detail as the Advisor, its consultant(s) or the Trust may reasonably request. The Sub-Advisor will provide the Advisor with information (including information that is required to be disclosed in the Prospectus and Registration Statement on Form N-1A) with respect to the portfolio managers responsible for Sub-Advisor Assets, any changes in the portfolio managers responsible for Sub-Advisor Assets, any changes in the ownership or management of the Sub-Advisor, or of material changes in the control of the Sub-Advisor. Unless otherwise prohibited by law, regulation, or court order, the Sub-Advisor will promptly notify the Advisor of any pending order of investigation, material litigation, or governmental or regulatory administrative proceedings relating to the Sub-Advisor’s duties under this Agreement or that are otherwise material to the Sub-Advisor and are reasonably likely to impact the Sub-Advisor’s ability to perform its obligations under this Agreement. Upon reasonable request, the Sub-Advisor will make available its officers and employees to meet with the Trust’s Board of Trustees to review the Sub-Advisor Assets.

Information Concerning Sub-Advisor Assets and the Sub-Advisor. From time to time as the Advisor, and any consultants designated by the Advisor, or the Trust may request, the Sub-Advisor will furnish the requesting party reports on portfolio transactions and reports on Sub-Advisor Assets held in the portfolio, all in such detail as the Advisor, its consultant(s) or the Trust may reasonably request. The Sub-Advisor will provide the Advisor with information (including information that is required to be disclosed in the Prospectus and Registration Statement on Form N-1AProspectus) with respect to the portfolio managers responsible for Sub-Advisor Assets, any changes in the portfolio managers responsible for Sub-Advisor Assets, any material changes in the ownership or management of the Sub-Advisor, or of material changes in the control of the Sub-Advisor. Unless otherwise prohibited by law, regulation, or court order, the The Sub-Advisor will promptly notify the Advisor of any pending order of investigation, material litigation, administrative proceeding or governmental or any other significant regulatory administrative proceedings relating to the Sub-Advisor’s duties under this Agreement or that are otherwise material to the Sub-Advisor and are reasonably likely to impact the Sub-Advisor’s ability to perform its obligations under this Agreementinquiry. Upon reasonable request, the Sub-Advisor will make available its officers and employees to meet with the Trust’s Board of Trustees to review the Sub-Advisor Assets. The Sub-Advisor shall provide the Advisor and/or Mercer with such information, materials, certifications and/or reports that the Advisor and/or Mercer reasonably requests to enable the Advisor to discharge its duties under the Subadvisory Agreement and to enable Mercer to discharge its supervisory and oversight responsibilities to the Fund (including, without limitation, to assist the Trust’s Chief Compliance Officer to satisfy the requirements contained in Rule 38a-1 under the 1940 Act).

Information Concerning Sub-Advisor Assets and the Sub-Advisor. From time to time as the Advisor, and any consultants designated by the Advisor, or the Trust may request, the Sub-Advisor will furnish the requesting party reports on portfolio transactions and reports on Sub-Advisor Assets held in the portfolio, all in such detail as the Advisor, its consultant(s) or the Trust may reasonably request. The Sub-Advisor also will provide inform the Advisor with information (including information that is required to be disclosed in the Prospectus and Registration Statement on Form N-1A) with respect to the portfolio managers responsible for Sub-Advisor Assets, any a timely manner of material changes in the portfolio managers responsible for Sub-Advisor Assets, any changes in the ownership or management of the Sub-Advisor, or of material changes in the control of the Sub-Advisor. Unless otherwise prohibited by law, regulation, or court order, the Sub-Advisor will promptly notify the Advisor of any pending order of investigation, material litigation, or governmental or regulatory administrative proceedings relating to the Sub-Advisor’s duties under this Agreement or that are otherwise material to the Sub-Advisor and are reasonably likely to impact the Sub-Advisor’s ability to perform its obligations under this Agreement. Upon reasonable request, the Sub-Advisor will make available its officers and employees to meet with the Trust’s Board of Trustees to review the Sub-Advisor Assets. Upon reasonable request from the Advisor, the Sub-Advisor (through a qualified person) will reasonably assist the valuation committee of the Trust or the Advisor in valuing securities of the Trust as may be required from time to time, including making available information of which the Sub-Advisor has knowledge related to the securities being valued; however, Advisor and Trust acknowledge, that the Advisor or their pricing agents shall assume all responsibility for valuation decisions. The Sub-Advisor also will provide such information or perform such additional acts as are customarily performed by a Sub-Advisor and may be required for a Fund or the Advisor to comply with their respective obligations under applicable federal securities laws, including, without limitation, the 1940 Act, the Advisers Act, the Securities Act of 1933, as amended (the “Securities Act”) and any rule or regulation thereunder.

Information Concerning Sub-Advisor Assets and the Sub-Advisor. From time to time as the Advisor, and any consultants designated by the Advisor, or the Trust may request, the Sub-Advisor will furnish the requesting party reports on portfolio transactions and reports on Sub-Advisor Assets held in the portfolio, all in such detail as the Advisor, its consultant(s) or the Trust may reasonably request. The Sub-Advisor will provide the Advisor with information (including information that is required to be disclosed in the Prospectus and Registration Statement on Form N-1AProspectus) with respect to the portfolio managers responsible for Sub-Advisor Assets, any changes in the portfolio managers responsible for Sub-Advisor Assets, any changes in the ownership or management of the Sub-Advisor, or of material changes in the control of the Sub-Advisor. Unless otherwise prohibited by law, regulation, or court order, the The Sub-Advisor will promptly notify the Advisor of any pending order investigation (if the Sub-Advisor has been notified that it is the subject of such investigation), material litigation, litigation brought by a current or governmental or regulatory administrative proceedings relating to former client regarding the Sub-Advisor’s duties under this Agreement investment advisory services, administrative proceeding or that are otherwise material to the Sub-Advisor and are reasonably likely to impact the Sub-Advisor’s ability to perform its obligations under this Agreementany other significant regulatory proceeding. Upon reasonable request, the Sub-Advisor will make available its officers and employees to meet with the Trust’s Board of Trustees to review the Sub-Advisor Assets.

Information Concerning Sub-Advisor Assets and the Sub-Advisor. From time to time as the Advisor, and any consultants designated by the Advisor, or the Trust may request, the Sub-Advisor will furnish the requesting party reports on portfolio transactions and reports on Sub-Advisor Assets held in the portfolio, all in such detail as the Advisor, its consultant(s) or the Trust may reasonably request. The Sub-Advisor will provide the Advisor with information (including information that is required to be disclosed in the Prospectus and Registration Statement on Form N-1AProspectus) with respect to the portfolio managers responsible for Sub-Advisor Assets, any changes in the portfolio managers responsible for Sub-Advisor Assets, any changes in the ownership or management of the Sub-Advisor, or of material changes in the control of the Sub-Advisor. Unless otherwise prohibited by law, regulation, or court order, the The Sub-Advisor will promptly notify the Advisor of any pending order of investigation, material litigation, administrative proceeding or governmental or any other significant regulatory administrative proceedings relating inquiry that, in each case, would reasonably be expected to have a material effect upon the Sub-Advisor’s duties under this Agreement or that are otherwise material services provided to the Sub-Advisor and are reasonably likely hereunder; provided, however, that to impact the extent the foregoing information is required to be publicly disclosed pursuant to Regulation FD, such information has first been so publicly disclosed by Sub-Advisor’s ability to perform Advisor or its obligations under this Agreementparent. Upon reasonable request, the Sub-Advisor will make available its officers and employees to meet with the Trust’s Board of Trustees to review the Sub-Advisor Assets.

Information Concerning Sub-Advisor Assets and the Sub-Advisor. From time to time as the Advisor, and any consultants designated by the Advisor, or the Trust may request, the Sub-Advisor will furnish the requesting party reports on portfolio transactions and reports on Sub-Advisor Assets held in the portfolio, all in such detail as the Advisor, its consultant(s) or the Trust may reasonably request. The Sub-Advisor will provide the Advisor with such information as the Advisor may reasonably request (including information that is required to be disclosed in the Prospectus and Registration Statement on Form N-1AProspectus) with respect to the portfolio managers responsible for Sub-Advisor Assets, any changes in the portfolio managers responsible for Sub-Advisor Assets, any changes in the ownership or management of the Sub-Advisor, or of and/or material changes in the control of the Sub-Advisor which would be deemed an assignment under the 1940 Act or rules or regulations thereunder or of material changes in the general partner of the Sub-Advisor. Unless To the extent permitted by applicable law and not otherwise prohibited by lawany confidentiality obligation imposed by a legal, regulationregulatory, judicial, administrative or court orderother authority, the Sub-Advisor will promptly notify the Advisor of any pending order of investigation, material litigation, or governmental litigation or regulatory administrative proceedings relating to the Sub-Advisor’s duties under this Agreement or that are otherwise material to the Sub-Advisor and are reasonably likely to impact the Sub-Advisor’s ability to perform its obligations under this Agreementproceeding. Upon reasonable request, the Sub-Advisor will make available its officers and employees to meet with the Trust’s Board of Trustees to review the Sub-Advisor Assets.

Information Concerning Sub-Advisor Assets and the Sub-Advisor. From time to time as the Advisor, and any consultants designated by the Advisor, or the Trust may request, the Sub-Advisor will furnish the requesting party reports on portfolio transactions of the Sub-Advisor Assets and reports on Sub-Advisor Assets held in the portfolio, all in such detail as the Advisor, its consultant(s) or the Trust may reasonably request. The Sub-Advisor will provide the Advisor with information (including information that is required to be disclosed in the Prospectus and Registration Statement on Form N-1AProspectus) with respect to the portfolio managers responsible for Sub-Advisor Assets, any changes in the portfolio managers responsible for Sub-Advisor Assets, any material changes in the ownership or management of the Sub-Advisor, or of material changes in the control of the Sub-Advisor. Unless otherwise prohibited by law, regulation, or court order, the The Sub-Advisor will promptly notify the Advisor of any pending order of investigation, material litigation, administrative proceeding or governmental or any other significant regulatory administrative proceedings relating inquiry that could reasonably be expected to have a material adverse effect on the Sub-Advisor’s duties under this Agreement or that are otherwise material provision of services pursuant to the Sub-Advisor and are reasonably likely to impact the Sub-Advisor’s ability to perform its obligations under this Agreement. Upon reasonable request, the Sub-Advisor will make available its officers and employees to meet with the Trust’s Board of Trustees to review the Sub-Advisor Assets.

Information Concerning Sub-Advisor Assets and the Sub-Advisor. From time to time as the Advisor, and any consultants designated by the Advisor, or the Trust may reasonably request, the Sub-Advisor will furnish the requesting party reports on portfolio transactions and reports on Sub-Advisor Assets held in the portfolio, all in such detail as mutually agreed upon by the Advisor, its consultant(s) or the Trust may reasonably request. The Sub-Advisor will provide the Advisor with reasonable information (including information that is required to be disclosed in the Prospectus and Registration Statement on Form N-1AProspectus) with respect to the portfolio managers responsible for Sub-Advisor Assets, any changes in the portfolio managers responsible for Sub-Advisor Assets, any changes in the ownership or management of the Sub-Advisor, or of material changes in the control of the Sub-Advisor. Unless otherwise prohibited by law, regulation, or court order, the The Sub-Advisor will promptly notify the Advisor of any pending order of material investigation, material litigation, material administrative proceeding or governmental or any other significant regulatory administrative proceedings relating to the Sub-Advisor’s duties under this Agreement or inquiry that are otherwise material to the Sub-Advisor and are reasonably likely to impact may have an effect on the Sub-Advisor’s ability to perform its obligations under this Sub-Advisory Agreement. Upon reasonable request, the Sub-Advisor will make available its officers and employees to meet with the Trust’s Board of Trustees to review the Sub-Advisor Assets.

Information Concerning Sub-Advisor Assets and the Sub-Advisor. From time to time as the Advisor, and any consultants designated by the Advisor, or the Trust may request, the Sub-Advisor will furnish the requesting party reports on portfolio transactions and reports on Sub-Advisor Assets held in the portfolio, all in such detail as the Advisor, its consultant(s) or the Trust may reasonably request. The Sub-Advisor will provide the Advisor with information (including information that is required to be disclosed in the Prospectus and Registration Statement on Form N-1AProspectus) with respect to the portfolio managers responsible for Sub-Advisor Assets, any changes in the portfolio managers responsible for Sub-Advisor Assets, any changes in the ownership or management of the Sub-Advisor, or of material changes in the control of the Sub-Advisor. Unless otherwise prohibited by law, regulation, or court order, the The Sub-Advisor will promptly notify the Advisor of any pending order of investigation, material litigation, administrative proceeding or governmental or any other significant regulatory administrative proceedings inquiry relating to or affecting the stability of the Sub-Advisor’s duties under this Agreement or that are otherwise material to the Sub-Advisor and are reasonably likely to impact investment advisory business; provided that, without altering the Sub-Advisor’s ability obligation to perform its obligations provide notice of the substance of any such matter, the Sub-Advisor will be under this Agreementno obligation to provide confidential information that identifies a client of the Sub-Advisor, including material non-public information. Upon reasonable request, the Sub-Advisor will make available its officers and employees to meet with the Trust’s Board of Trustees to review the Sub-Advisor Assets.

Information Concerning Sub-Advisor Assets and the Sub-Advisor. From time to time as the Advisor, and any consultants designated by the Advisor, or the Trust may request, the Sub-Advisor will furnish the requesting party reports on portfolio transactions and reports on Sub-Advisor Assets held in the portfolio, all in such detail as the Advisor, its consultant(s) or the Trust may reasonably request. The Sub-Advisor will provide the Advisor with information (including information that is required to be disclosed in the Prospectus and Registration Statement on Form N-1AProspectus) with respect to the portfolio managers responsible for Sub-Advisor Assets, any changes in the portfolio managers responsible for Sub-Advisor Assets, any changes in the ownership or management of the Sub-Advisor, or of material changes in the control of the Sub-Advisor. Unless otherwise prohibited by law, regulation, or court order, the The Sub-Advisor will promptly notify the Advisor of any pending order of investigation, material litigation, administrative proceeding or governmental or any other significant regulatory administrative proceedings relating inquiry which could reasonably be expected to the Sub-Advisor’s duties under this Agreement or that are otherwise material to the Sub-Advisor materially and are reasonably likely to impact adversely affect the Sub-Advisor’s ability to perform its obligations under this Agreementhereunder. Upon reasonable request, the Sub-Advisor will make available its officers and employees to meet with the Trust’s Board of Trustees to review the Sub-Advisor Assets.

Information Concerning Sub-Advisor Assets and the Sub-Advisor. From time to time as the Advisor, and any consultants designated by the Advisor, or the Trust may request, the Sub-Advisor will furnish the requesting party reports on portfolio transactions and reports on Sub-Advisor Assets held in the portfolio, all in such detail as the Advisor, its consultant(s) or the Trust may reasonably request. The Sub-Advisor will provide the Advisor with information (including information that is required to be disclosed in the Prospectus and Registration Statement on Form N-1AProspectus) with respect to the portfolio managers responsible for Sub-Advisor Assets, any changes in the portfolio managers responsible for Sub-Advisor Assets, any changes in the ownership or management of the Sub-Advisor, or of material changes in the control of the Sub-Advisor. Unless otherwise prohibited by law, regulation, or court order, the The Sub-Advisor will promptly notify the Advisor of any pending order of investigation, material litigation, administrative proceeding or governmental or any other significant regulatory administrative proceedings relating to the Sub-Advisor’s duties under this Agreement or that are otherwise material to the Sub-Advisor and are inquiry which is reasonably likely to impact have a material adverse affect on the Sub-Advisor’s ability to perform its obligations under this Agreementmanage the Sub-Advisor Assets. Upon reasonable request, the Sub-Advisor will make available its officers portfolio managers and employees other appropriate personnel involved with the management of the Sub-Advisor Assets to meet with the Trust’s Board of Trustees either in person, or, at the mutual convenience of the Board of Trustees, the Advisor and the Sub-Advisor, by telephone or other electronic media to review the Sub-Advisor Assets.

Information Concerning Sub-Advisor Assets and the Sub-Advisor. From time to time as the Advisor, and any consultants designated by the Advisor, or the Trust may request, the Sub-Advisor will furnish the requesting party reports on portfolio transactions and reports on Sub-Advisor Assets held in the portfolio, all in such detail as the Advisor, its consultant(s) or the Trust may reasonably request. The Sub-Advisor will provide the Advisor with information (including information that is required to be disclosed in the Prospectus and Registration Statement on Form N-1AProspectus) with respect to the portfolio managers responsible for Sub-Sub- Advisor Assets, any changes in the portfolio managers responsible for Sub-Advisor Assets, any changes in the ownership or management of the Sub-Advisor, or of material changes in the control of the Sub-Advisor. Unless To the extent permitted by applicable law and not otherwise prohibited precluded by law, regulation, or court ordera regulator, the Sub-Advisor will promptly notify the Advisor of any pending order regulatory matter involving the Sub-Advisor that is responsive to the disciplinary information item in Part 2A of investigation, material litigation, or governmental or regulatory administrative proceedings relating to the Sub-Advisor’s duties under this Agreement Form ADV, and any material, investment-management-related civil litigation, which has impaired, or that are otherwise material to the Sub-Advisor and are reasonably is likely to impact impair, significantly the Sub-Advisor’s ability to perform its obligations under this Agreementprovide the investment management services set forth herein. Upon reasonable request, the Sub-Advisor will make available its officers and employees to meet with the Trust’s Board of Trustees to review the Sub-Advisor Assets.

Information Concerning Sub-Advisor Assets and the Sub-Advisor. From time to time as the Advisor, and any consultants designated by the Advisor, or the Trust may request, the Sub-Advisor will furnish the requesting party reports on portfolio transactions and reports on Sub-Advisor Assets held in the portfolio, all in such detail as the Advisor, its consultant(s) or the Trust may reasonably request. The Sub-Advisor will provide the Advisor with information (including information that is required to be disclosed in the Prospectus and Registration Statement on Form N-1AProspectus) with respect to the portfolio managers responsible for Sub-Advisor Sub‑Advisor Assets, any changes in the portfolio managers responsible for Sub-Advisor Assets, any changes in the ownership or management of the Sub-Advisor, or of material changes in the control of the Sub-Advisor. Unless otherwise prohibited by law, regulation, or court order, the The Sub-Advisor will promptly notify the Advisor of any pending order of investigation, material litigation, administrative proceeding or governmental or any other significant regulatory administrative proceedings relating inquiry which could reasonably be expected to the Sub-Advisor’s duties under this Agreement or that are otherwise material to the Sub-Advisor materially and are reasonably likely to impact adversely affect the Sub-Advisor’s ability to perform its obligations under this Agreementhereunder. Upon reasonable request, the Sub-Advisor will make available its officers and employees to meet with the Trust’s Board of Trustees to review the Sub-Advisor Assets.

Information Concerning Sub-Advisor Assets and the Sub-Advisor. From time to time as the Advisor, and any consultants designated by the Advisor, or the Trust may request, the Sub-Advisor will furnish the requesting party reports on portfolio transactions and reports on Sub-Advisor Assets held in the portfolio, all in such detail as the Advisor, its consultant(s) or the Trust may reasonably request. The Sub-Advisor will provide the Advisor with information (including information that is required to be disclosed in the Prospectus and Registration Statement on Form N-1AProspectus) with respect to the portfolio managers responsible for Sub-Advisor Assets, any changes in the portfolio managers responsible for Sub-Advisor Assets, any changes in the ownership or management of the Sub-Advisor, or of material changes in the control of the Sub-Advisor. Unless otherwise prohibited by law, regulation, or court orderWithout limiting the foregoing, the Sub-Advisor also will provide such information as the Fund or the Advisor reasonably requests in order to comply with their respective obligations under applicable federal securities laws, including, without limitation, the 1940 Act, the Advisers Act, the 1934 Act, the Securities Act of 1933, as amended (the “Securities Act”), and any rule or regulation thereunder. The Sub-Advisor will promptly notify the Advisor of any pending order of investigation, material litigation, administrative proceeding or governmental or any other significant regulatory administrative proceedings relating to the Sub-Advisor’s duties under this Agreement or that are otherwise material to the Sub-Advisor and are reasonably likely to impact the Sub-Advisor’s ability to perform its obligations under this Agreementinquiry. Upon reasonable request, the Sub-Advisor will make available its officers and employees to meet with the Trust’s Board of Trustees to review the Sub-Advisor Assets. The Sub-Advisor represents that it will notify the Advisor of any additions to or withdrawals of partners of the Sub-Advisor within a reasonable time after such additions or withdrawals are made.

Information Concerning Sub-Advisor Assets and the Sub-Advisor. From time to time as the Advisor, and any consultants designated by the Advisor, or the Trust may request, the Sub-Advisor will furnish the requesting party reports on portfolio transactions and reports on Sub-Advisor Assets held in the portfolio, all in such detail as the Advisor, its consultant(s) or the Trust may reasonably request. The Upon reasonable request, the Sub-Advisor will provide the Advisor with information (including information that is required to be disclosed in the Prospectus and Registration Statement on Form N-1AProspectus) with respect to the portfolio managers responsible for Sub-Advisor Assets, any changes in the portfolio managers responsible for Sub-Advisor Assets, any changes in the ownership or management of the Sub-Advisor, or of material changes in the control of the Sub-Advisor. Unless otherwise prohibited by law, regulation, or court order, the The Sub-Advisor will promptly notify the Advisor of any of the following that is related to Sub-Advisor’s management of the Sub-Advisor Assets or which could have a material adverse effect on the ability of Sub-Advisor to provide services under this Agreement: pending order of investigation, material litigation, administrative proceeding or governmental or any other significant regulatory administrative proceedings relating to the Sub-Advisor’s duties under this Agreement or that are otherwise material to the Sub-Advisor and are reasonably likely to impact the Sub-Advisor’s ability to perform its obligations under this Agreementinquiry. Upon reasonable request, the Sub-Advisor will make available its officers and employees to meet with the Trust’s Board of Trustees to review the Sub-Advisor Assets.

Information Concerning Sub-Advisor Assets and the Sub-Advisor. From time to time as the Advisor, and any consultants designated by the Advisor, or the Trust may request, the Sub-Advisor will furnish the requesting party reports on portfolio transactions and reports on Sub-Advisor Assets held in the portfolio, all in such detail as the Advisor, its consultant(s) or the Trust may reasonably request. The Sub-Advisor will provide the Advisor with information (including information that is required to be disclosed in the Prospectus and Registration Statement on Form N-1AProspectus) with respect to the portfolio managers responsible for Sub-Advisor Assets, any changes in the portfolio managers responsible for Sub-Advisor Assets, any material changes in the ownership or senior management of the Sub-Advisor, or of material changes in the control of the Sub-Advisor. Unless otherwise prohibited by law, regulation, or court order, the The Sub-Advisor will promptly notify the Advisor of any pending order of investigation, material litigation, administrative proceeding or governmental or any other significant regulatory administrative proceedings relating inquiry directly related to the Sub-Advisor’s duties under this Agreement or investment advisory activities that are otherwise could have a material to impact on the Sub-Advisor and are reasonably likely to impact Assets, the Fund or the Trust, or on the services provided by the Sub-Advisor’s ability Advisor pursuant to perform its obligations under this Agreement. Upon reasonable request, the Sub-Advisor will make available its investment personnel and other officers and employees to meet with the Trust’s Board of Trustees to review the Sub-Advisor Assets.

Information Concerning Sub-Advisor Assets and the Sub-Advisor. From time to time as the Advisor, and any consultants designated by the Advisor, or the Trust may request, the Sub-Advisor will furnish the requesting party reports on portfolio transactions and reports on Sub-Advisor Assets held in the portfolio, all in such detail and to be provided in such time frame as the Advisor, its consultant(s) or the Trust may reasonably request. The Sub-Advisor will provide the Advisor with information (including information that is required to be disclosed in the Prospectus and Registration Statement on Form N-1AProspectus) with respect to the portfolio managers responsible for Sub-Advisor Assets, any changes in the portfolio managers responsible for Sub-Advisor Assets, any changes in the ownership or management of the Sub-Advisor, or of material changes in the control of the Sub-Advisor. Unless otherwise prohibited by law, regulation, or court order, the The Sub-Advisor will promptly notify the Advisor if the Sub-Advisor becomes aware of any pending order of investigation, material litigation, administrative proceeding or governmental any other significant regulatory inquiry that is reasonably likely to result in a conviction, order, judgement, or regulatory administrative proceedings relating decree issued with respect to the Sub-Advisor’s duties under this Agreement it or any affiliate that are otherwise material could reasonably be expected to result in the Sub-Advisor and are reasonably likely becoming ineligible to impact serve as an investment advisor of a registered investment company, or could otherwise have an adverse effect on the Sub-Advisor’s ability to perform its obligations under this AgreementTrust or any Fund. Upon reasonable request, the Sub-Advisor will make available its officers and employees to meet with the Trust’s Board of Trustees to review the Sub-Advisor Assets.

Information Concerning Sub-Advisor Assets and the Sub-Advisor. From time to time as the Advisor, and any consultants designated by the Advisor, or the Trust may request, the Sub-Advisor will furnish the requesting party reports on portfolio transactions and reports on Sub-Advisor Assets held in the portfolio, all in such detail as the Advisor, its consultant(s) or the Trust may reasonably request, and as are agreed with the Sub-Advisor, such agreement not to be unreasonably withheld or delayed. The Sub-Advisor will provide the Advisor with information (including information that is required to be disclosed in the Prospectus and Registration Statement on Form N-1AProspectus) with respect to the portfolio managers responsible for Sub-Advisor Assets, any changes in the portfolio managers responsible for Sub-Advisor Assets, any material changes in the ownership or management of the Sub-Advisor, or of material changes in the control of the Sub-Advisor. Unless otherwise prohibited by law, regulation, or court order, the The Sub-Advisor will promptly notify the Advisor of any material pending order of investigation, material litigation, material administrative proceeding or governmental or any other significant regulatory administrative proceedings relating to the Sub-Advisor’s duties under this Agreement or that are otherwise material to the Sub-Advisor and are reasonably likely to impact the Sub-Advisor’s ability to perform its obligations under this Agreementinquiry. Upon reasonable request, the Sub-Advisor will make available its officers and employees to meet with the Trust’s Board of Trustees to review the Sub-Advisor Assets.