Common use of Investment Advisory and Management Services Clause in Contracts

Investment Advisory and Management Services. The Investment Adviser hereby appoints the Subadviser to serve as a subadviser to the Funds or, where the Funds have multiple subadvisers (as determined by the Investment Adviser from time to time), a discrete portion of the Funds and the Subadviser hereby accepts such appointment. References to “Funds” herein include a discrete portion of the Funds, as applicable. Subject to the supervision of the Investment Adviser, Subadviser will regularly provide the Funds with investment advice and investment management services concerning the investments of the Funds. The Subadviser will determine what securities or instruments shall be purchased, held or sold by the Funds and what portion of a Fund’s assets shall be held uninvested in cash and cash equivalents, subject always to the provisions of the 1940 Act, and to the investment objectives, policies and restrictions applicable to the Funds (including, without limitation, Sections 817(h) and 851(b)(3) of the Internal Revenue Code of 1986, as amended) (the “Code”), as each of the same shall be from time to time in effect or set forth in each Fund’s Prospectus and Statement of Additional Information, as well as any other investment guidelines or policies the Trust’s Board of Trustees (the “Board” or “Trustees”) or the Investment Adviser may from time to time establish and deliver in writing to the Subadviser. The Subadviser may, as permitted by rule, regulation or position of the staff of the Securities and Exchange Commission, utilize the personnel of its affiliates including foreign affiliates in providing services under this Agreement, provided that Subadviser remains solely responsible for the provision of services under this Agreement. The Subadviser will exercise full discretion with respect to the investment and reinvestment of the assets of the Funds, subject to the preceding paragraph, and act for the Funds in the same manner and with the same force and effect as the Trust might or could do with respect to purchases, sales or other transactions, as well as with respect to all other things necessary or incidental to the furtherance or conduct of such purchases, sales or other transactions. The Subadviser’s authority and discretion hereunder shall include, without limitation, the power to buy, sell, retain and exchange investments and effect transactions; and other powers as the Subadviser deems appropriate in relation to investing and executing transactions for the Funds. The Adviser hereby authorizes the Subadviser to open accounts and execute documents, including trading agreements, indemnities and representation letters, in the name of, binding against and on behalf of the Funds for all purposes necessary or desirable in the Subadviser’s view to effectuate the Subadviser’s activities under this Agreement and transactions permitted under the investment guidelines. Notwithstanding the foregoing, the Subadviser shall, upon written instructions from the Investment Adviser, effect such portfolio transactions for the Funds as the Investment Adviser may from time to time reasonably direct, not to include security-specific transactions which might require Subadviser to deviate from the investment objectives of the Funds. Such instructions will be given in reasonable circumstances, including, without limitation, any termination of this Agreement. The Subadviser will also make its officers and employees reasonably available to meet with the officers of the Investment Adviser and the Trust’s officers and Trustees at least quarterly on due notice to review the investments and investment program of the Funds in the light of current and prospective economic and market conditions. From time to time as the Board of Trustees of the Trust or the Investment Adviser may reasonably request, the Subadviser will furnish to the Investment Adviser and Trust’s officers and to each of its Trustees, at the Subadviser’s expense, reports on portfolio transactions and reports on issues of securities or instruments held by the Funds, all in such detail as the Trust or the Investment Adviser may reasonably request. The Sub-Adviser shall provide reasonable assistance to the Investment Adviser as to the determination of the fair value of certain investments where market quotations are not readily available for purposes of calculating net asset value of the Funds in accordance with valuation procedures and methods established by the Trust. Valuation levels for the assets listed in the Funds’ statements will reflect the Subadviser’s good faith effort to ascertain fair market levels (including accrued income, if any) for the securities and other assets in the Funds based on pricing and valuation information believed by the Subadviser to be reliable for round lot sizes. Notwithstanding the foregoing, the Investment Adviser acknowledges and agrees that (i) the Subadviser shall not be deemed to be the pricing or valuation agent for the Funds, (ii) the Subadviser is not obligated to provide pricing information to satisfy any regulatory requirements to which the Funds may be subject (e.g., FAS 157); (iii) none of the information which the Subadviser provides the Investment Adviser hereunder shall be deemed to be the official books and records of a Fund for tax, accounting or any other purpose. In addition, the Subadviser will provide a quarterly compliance certification, in such form as the Investment Adviser and the Subadviser may mutually agree from time to time. The Subadviser acknowledges and agrees that the Investment Adviser may, in its discretion, provide such quarterly compliance certifications to the Board. The Subadviser shall also, upon the reasonable request of the Investment Adviser, provide the officers of the Fund with supporting certifications in such form as the Investment Adviser and the Subadviser may mutually agree from time to time, in connection with such certifications of each Fund’s schedule of investments pursuant to the Sxxxxxxx-Xxxxx Act. The Subadviser will cooperate with and provide reasonable assistance to the Investment Adviser, the Funds’ custodian and foreign custodians, transfer agent and all other agents and representatives of the Trust and the Investment Adviser, keep all such persons fully informed as to such matters as they may reasonably deem necessary to the performance of their obligations to the Trust, on behalf of the Funds, and the Investment Adviser, provide prompt responses to reasonable requests made by such persons and maintain any appropriate interaction with each to promote the exchange of information. Unless and until otherwise directed in writing by the Investment Adviser or the Trust’s officers or Board, the Subadviser will be responsible for voting all proxies, including taking action with respect to corporate action elections for proxies and corporate actions communicated by the Funds or its agents to the Subadviser, with respect to the securities held by the Funds. The Subadviser shall not be responsible for filing proofs of claim or otherwise participating in class action lawsuits with respect to securities held by the Funds. The Subadviser shall maintain all books and records required by Rule 31a-1 under the 1940 Act relating to its responsibilities provided hereunder with respect to the Funds, and shall preserve such records for the periods and in a manner prescribed by Rule 31a-2 under the 1940 Act. The Subadviser shall permit the Investment Adviser, the Funds’ officers and its independent public accountants to inspect and audit such records at reasonable times during normal business hours upon due notice. If any occasion should arise in which the Subadviser gives any advice to its clients concerning the shares of the Funds, the Subadviser will act solely as investment counsel for such clients and not in any way on behalf of the Funds. The Subadviser’s services to the Funds pursuant to this Agreement are not to be deemed to be exclusive, and it is understood that the Subadviser may render investment advice, management and other services to others. The Subadviser is prohibited from consulting with any other subadviser to the Funds or any other subadviser to any other series of the Trust concerning each Fund’s transactions in securities or other assets, except for the purpose of complying with the conditions of Rules 10f-3, 12d3-1(a) and (b) and 17a-10 under the 1940 Act.

Investment Advisory and Management Services. The Investment Adviser hereby appoints the Subadviser Sub-adviser to serve as a subadviser to the Funds or, where the Funds have multiple subadvisers (as determined by the Investment Adviser from time to time), a discrete portion of the Funds and the Subadviser Sub-adviser hereby accepts such appointment. References to “Funds” herein include a discrete portion of the Funds, as applicable. Subject to the supervision of the Investment Adviser, Subadviser Sub-adviser will regularly provide the Funds with investment advice and certain investment management services (solely as provided in this Agreement) concerning the investments of the Funds. The Subadviser Sub-adviser will determine what securities or instruments shall be purchased, held or sold by the Funds and what portion of a each Fund’s assets shall be held uninvested in cash and cash equivalents, subject always to the provisions of the Trust’s Declaration of Trust and By-laws and the 1940 Act, and to the investment objectives, policies and restrictions applicable to the Funds (including, without limitation, Sections 817(h) and 851(b)(3) of the Internal Revenue Code of 1986, as amended) (the “Code”), as each of the same shall be from time to time in effect or set forth in each Fund’s the Funds’ Prospectus and Statement of Additional Information, as well as any other investment guidelines or policies the Trust’s Board of Trustees (the “Board” or “Trustees”) or the Investment Adviser may from time to time establish and deliver in writing to the SubadviserSub-adviser. The Subadviser Sub-adviser may, as permitted by rule, regulation or position of the staff of the Securities and Exchange Commission, utilize the personnel of its affiliates including foreign affiliates in providing services under this Agreement, provided that Subadviser Sub-Adviser remains solely responsible for the provision of services under this Agreement. The Subadviser Sub-adviser will exercise full discretion with respect to the investment and reinvestment of the assets of the Funds, subject to the preceding paragraph, ; provided that the Investment Adviser and act Sub-adviser agree that the Investment Adviser shall be responsible for the Funds in the same manner all trading and with the same force and effect as the Trust might or could do with respect to purchases, sales or other transactions, as well as with respect to all other things necessary or incidental to the furtherance or conduct of such purchases, sales or other transactions. The Subadviser’s authority and discretion hereunder shall include, without limitation, the power to buy, sell, retain and exchange investments and effect transactions; and other powers as the Subadviser deems appropriate in relation to investing and executing transactions for the Funds. The Adviser hereby authorizes the Subadviser to open accounts and execute documents, including trading agreements, indemnities and representation letters, in the name of, binding against and investment execution activities on behalf of the Funds for all purposes necessary and that the Sub-adviser shall have no responsibilities with respect to trading or desirable in the Subadviser’s view investment execution with respect to effectuate the Subadviser’s activities under this Agreement and transactions permitted under the investment guidelines. Notwithstanding the foregoing, the Subadviser shall, upon written instructions from the Investment Adviser, effect such portfolio transactions for the Funds as the Investment Adviser may from time to time reasonably direct, not to include security-specific transactions which might require Subadviser to deviate from the investment objectives of the Funds. Such instructions will be given in reasonable circumstances, including, without limitation, any termination of this Agreement. The Subadviser Sub-adviser will also make its officers and employees reasonably available to meet with the officers of the Investment Adviser and the Trust’s officers and Trustees at least quarterly on due reasonable notice to review the investments and investment program of the Funds in the light of current and prospective economic and market conditions. From time to time as the Board of Trustees of the Trust or the Investment Adviser may reasonably request, the Subadviser Sub-adviser will furnish to the Investment Adviser and Trust’s officers and to each of its Trustees, at the SubadviserSub-adviser’s expense, reports on portfolio transactions and reports on issues of securities or instruments held by the Funds, all in such detail as the Trust or the Investment Adviser may reasonably request. The If requested to do so by Investment Adviser, Sub-Adviser adviser shall provide reasonable assistance to the Investment Adviser as to the determination of the fair value of certain investments where market quotations are not readily available for purposes of calculating net asset value of the Funds in accordance with valuation procedures and methods established by the Trust. Valuation levels for the assets listed in the Funds’ statements will reflect the Subadviser’s good faith effort to ascertain fair market levels (including accrued income, if any) for the securities and other assets in the Funds based on pricing and valuation information believed by the Subadviser to be reliable for round lot sizes. Notwithstanding the foregoing, the Investment Adviser acknowledges and agrees that (i) the Subadviser shall not be deemed to be the pricing or valuation agent for the Funds, (ii) the Subadviser is not obligated to provide pricing information to satisfy any regulatory requirements to which the Funds may be subject (e.g., FAS 157); (iii) none of the information which the Subadviser provides the Investment Adviser hereunder shall be deemed to be the official books and records of a Fund for tax, accounting or any other purpose. In addition, the Subadviser Sub-adviser will provide a quarterly compliance certification, in such the form as provided by the Investment Adviser and the Subadviser may mutually agree from time to timetime and agreed to by the Sub-adviser, that the Sub-adviser has managed the Funds in accordance with the provisions of this Agreement. The Subadviser Sub-adviser acknowledges and agrees that the Investment Adviser may, in its discretion, provide such quarterly compliance certifications to the Board. The Subadviser Sub-adviser shall also, upon the reasonable request of the Investment Adviser, provide the officers of the Fund Funds with supporting certifications in such form as the Investment Adviser and the Subadviser may mutually agree from time to time, in connection with such certifications of each Fund’s schedule of investments the Funds’ financial statements and disclosure controls pursuant to the Sxxxxxxx-Xxxxx Act. The Subadviser Sub-adviser will cooperate with and provide reasonable assistance to the Investment Adviser, the Funds’ custodian and foreign custodians, transfer agent and all other agents and representatives of the Trust and the Investment Adviser, keep all such persons fully informed as to such matters as they may reasonably deem necessary to the performance of their obligations to the Trust, Adviser on behalf of the Funds, and the Investment Adviser, provide prompt responses to reasonable requests made by such persons and maintain any appropriate interaction with each to promote the exchange of information. Unless and until otherwise directed in writing by the Investment Adviser or the Trust’s officers or Board, the Subadviser will The Sub-adviser shall not be responsible for (i) voting all proxies, including any proxies or taking any action with respect to corporate action elections for proxies and corporate actions communicated with respect to securities held by the Funds or its agents to the Subadviser, with respect to the securities held by the Funds. The Subadviser shall not be responsible (ii) for filing proofs of claim or otherwise participating in class action lawsuits with respect to securities held by the Funds, each of which shall be the responsibility of the Investment Adviser. The Subadviser Sub-adviser shall maintain all books and records required by Rule 31a-1 under the 1940 Act relating to its responsibilities provided hereunder with respect to the Funds, and shall preserve such records for the periods and in a manner prescribed by Rule 31a-2 under the 1940 Act. The Subadviser Sub-adviser shall permit the Investment Adviser, the Funds’ officers and its independent public accountants to inspect and audit such records at reasonable times during normal business hours upon due reasonable notice. Investment Adviser understands and has advised the Funds’ Trustees that Sub-adviser may act as an investment adviser or sub-investment adviser to other investment companies and other advisory clients. If any occasion should arise in which the Subadviser Sub-adviser gives any advice to its clients concerning the shares of the Funds, the Subadviser Sub-adviser will act solely as investment counsel for such clients and not in any way on behalf of the Funds. The SubadviserSub-adviser’s services to the Funds pursuant to this Agreement are not to be deemed to be exclusive, and it is understood that the Subadviser Sub-adviser may render investment advice, management and other services to others. The Subadviser Sub-adviser is prohibited from consulting with any other subadviser to the Funds or any other subadviser to any other series of the Trust concerning each Fund’s the Funds’ transactions in securities or other assets, except for the purpose of complying with the conditions of Rules 10f-3, Rule 12d3-1(a) and (b) and 17a-10 under the 1940 Act.

Investment Advisory and Management Services. The Investment Adviser hereby appoints the Subadviser to serve as a subadviser to the Funds Fund or, where the Funds have Fund has multiple subadvisers (as determined by the Investment Adviser from time to time), a discrete portion of the Funds Fund and the Subadviser hereby accepts such appointment. References to “FundsFund” herein include a discrete portion of the FundsFund, as applicable. Subject to the supervision of the Investment Adviser, Subadviser will regularly provide the Funds Fund with investment advice and investment management services concerning the investments of the FundsFund. The Subadviser will determine what securities or instruments shall be purchased, held or sold by the Funds Fund and what portion of a the Fund’s 's assets shall be held uninvested in cash and cash equivalents, subject always to the provisions of the Trust’s Declaration of Trust and By-laws and the 1940 Act, and to the investment objectives, policies and restrictions applicable to the Funds Fund (including, without limitation, Sections 817(h) and 851(b)(3) of the Internal Revenue Code of 1986, as amended) (the “"Code”"), as each of the same shall be from time to time in effect or set forth in each the Fund’s Prospectus and Statement of Additional Information, as well as any other investment guidelines or policies the Trust’s Board of Trustees (the “Board” or “Trustees”) or the Investment Adviser may from time to time establish and deliver in writing to the Subadviser. The Subadviser may, as permitted by rule, regulation or position of the staff of the Securities and Exchange Commission, utilize the personnel of its affiliates including foreign affiliates in providing services under this Agreement, provided that Subadviser Sub-Adviser remains solely responsible for the provision of services under this Agreement. The Subadviser will exercise full discretion with respect to the investment and reinvestment of the assets of the FundsFund, subject to the preceding paragraph, and act for the Funds Fund in the same manner and with the same force and effect as the Trust might or could do with respect to purchases, sales or other transactions, as well as with respect to all other things necessary or incidental to the furtherance or conduct of such purchases, sales or other transactions. The Subadviser’s authority and discretion hereunder shall include, without limitation, the power to buy, sell, retain and exchange investments and effect transactions; and other powers as the Subadviser deems appropriate in relation to investing and executing transactions for the Funds. The Adviser hereby authorizes the Subadviser to open accounts and execute documents, including trading agreements, indemnities and representation letters, in the name of, binding against and on behalf of the Funds for all purposes necessary or desirable in the Subadviser’s view to effectuate the Subadviser’s activities under this Agreement and transactions permitted under the investment guidelines. Notwithstanding the foregoing, the Subadviser shall, upon written instructions from the Investment Adviser, effect such portfolio transactions for the Funds as the Investment Adviser may from time to time reasonably direct, not to include security-specific transactions which might require Subadviser to deviate from the investment objectives of the Funds. Such instructions will be given in reasonable circumstances, including, without limitation, any termination of this Agreement. Notwithstanding any provision of this agreement, the Subadviser will not be expected or requested to participate or cause the Fund to participate in any commission recapture or directed trades by the Investment Adviser. The Subadviser retains full trading discretion on the Fund and has the right to participate in the Subadviser’s own Client Commission Agreement (CCA). The Subadviser will also make its officers and employees reasonably available to meet with the officers of the Investment Adviser and the Trust’s officers and Trustees at least quarterly on due notice to review the investments and investment program of the Funds Fund in the light of current and prospective economic and market conditions; the Subadviser’s officers and employees will attend one such meeting in person each year and will attend such meetings by telephone or video conference at other times. From time to time as the Board of Trustees of the Trust or the Investment Adviser may reasonably request, the Subadviser will furnish to the Investment Adviser and Trust’s officers and to each of its Trustees, at the Subadviser’s 's expense, reports on portfolio transactions and reports on issues of securities or instruments held by the FundsFund, all in such detail as the Trust or the Investment Adviser may reasonably request. The At the reasonable request of the Investment Adviser, the Sub-Adviser shall provide reasonable assistance to the Investment Adviser as to the determination of the fair value of certain investments where market quotations are not readily available for purposes of calculating net asset value of the Funds Fund in accordance with valuation procedures and methods established by the Trust. Valuation levels for the assets listed in the Funds’ statements will reflect the Subadviser’s good faith effort to ascertain fair market levels (including accrued income, if any) for the securities and other assets in the Funds based on pricing and valuation information believed by the Subadviser to be reliable for round lot sizes. Notwithstanding the foregoing, the Investment Adviser acknowledges and agrees that (i) the Subadviser shall not be deemed to be the pricing or valuation agent for the Funds, (ii) the Subadviser is not obligated to provide pricing information to satisfy any regulatory requirements to which the Funds may be subject (e.g., FAS 157); (iii) none of the information which the Subadviser provides the Investment Adviser hereunder shall be deemed to be the official books and records of a Fund for tax, accounting or any other purpose. In addition, the Subadviser will provide a quarterly compliance certification, in such the form as provided by the Investment Adviser and the Subadviser may mutually agree from time to time, that the Subadviser has managed the Fund in accordance with the provisions of this Agreement. The Subadviser acknowledges and agrees that the Investment Adviser may, in its discretion, provide such quarterly compliance certifications to the Board. The Subadviser shall also, upon the reasonable request of the Investment Adviser, provide the officers of the Fund with supporting certifications in such form as the Investment Adviser and the Subadviser may mutually agree from time to time, in connection with such certifications of each the Fund’s schedule of investments financial statements and disclosure controls pursuant to the SxxxxxxxXxxxxxxx-Xxxxx Act. The Subadviser will cooperate with and provide reasonable assistance to the Investment Adviser, the Funds’ Fund’s custodian and foreign custodians, transfer agent and all other agents and representatives of the Trust and the Investment Adviser, keep all such persons fully informed as to such matters as they may reasonably deem necessary to the performance of their obligations to the Trust, on behalf of the FundsFund, and the Investment Adviser, provide prompt responses to reasonable requests made by such persons and maintain any appropriate interaction with each to promote the exchange of information. Unless and until otherwise directed in writing by the Investment Adviser or the Trust’s officers or Board, the Subadviser will be responsible for voting all proxies, including taking action with respect to corporate action elections for proxies and corporate actions communicated by the Funds Fund or its agents to the Subadviser, with respect to the securities held by the FundsFund. The Investment Adviser, acting both on behalf of the Trust and the Fund and on its own behalf, and the Fund hereby authorize the Subadviser to exercise corporate actions for the Fund in the discretion of the Subadviser and acknowledge that the Subadviser may not exercise a corporate action due to various factors including, but not limited to, the Fund’s ineligibility to participate in such corporate action, the Subadviser’s inability to provide documentation with the period of time required for participation or if the Subadviser otherwise determines that it believes participation is not in the best interests of the Fund. Except as provided below, the Subadviser shall not be responsible for filing proofs of claim expected or otherwise participating in required to take any action with respect to legal proceedings (including, without limitation, class action lawsuits and regulatory recovery funds) involving securities presently or formerly held by the Fund, or the issuers of such securities or related parties. When in the exercise of the Subadviser’s discretion it determines that such action is in the Fund’s best interest, Investment Adviser, acting both on behalf of the Trust and the Fund and on its own behalf, and the Fund hereby authorize Subadviser and appoint Subadviser as the Fund’s attorney-in-fact, to: (i) participate and otherwise act on behalf of the Fund in connection with all matters arising in connection with any reorganization or restructuring, liquidation, bankruptcy, insolvency or similar event relating to an issuer (or a related party of such issuer) of securities managed by the Subadviser as part of the Fund (collectively, the “Authorized Matters”) including, without limitation, acting on behalf of the Fund as a member of any related creditor’s committee or a similar ad hoc or statutory committee; (ii) engage, or direct the applicable indenture trustee or similar entity to engage, professionals, including attorneys and financial advisors, to represent the Fund’s interests with respect to securities held the Authorized Matters; (iii) execute, file and deliver any necessary or appropriate documents in connection with the Authorized Matters, including, but not limited to, proofs of claim, transaction documents, certifications, representation letters, objections, releases of claims, powers of attorney, retainer agreements, and settlement agreements; and (iv) in general, perform any act for the Fund in all matters relating to the Authorized Matters, as applicable (collectively, the “Authorized Matters Service”). The Investment Adviser, acting both on behalf of the Trust and the Fund and on its own behalf, and the Fund further acknowledge and agree that: (x) notwithstanding any confidentiality provisions in this Agreement, information relating to the Fund may be disclosed to third parties in connection with any Authorized Matter; (y) by filing a proof of claim on the FundsFund’s behalf with respect to any Authorized Matter, Subadviser may waive the Fund’s right to a jury trial and potential objections as to jurisdiction with respect to such Authorized Matter; and (z) Subadviser shall take such action as it deems prudent in connection with Authorized Matters in Subadviser’s sole discretion, which may include the decision not to take any action. Subadviser may, at any time, change the scope of, or terminate, the Authorized Matters Service. Subadviser will provide notice of any such Authorized Matters Service change in scope or termination to the Investment Adviser in any manner Subadviser chooses, including by electronic communication, and the Investment Adviser, on behalf of the Fund and on its own behalf, and the Fund expressly consent to accept any manner of delivery of such communications, including by electronic communication. The Authorized Matters Service shall, if not sooner terminated, automatically terminate upon the termination of this Agreement. The Subadviser shall maintain all books and records required by Rule 31a-1 under the 1940 Act relating to its responsibilities provided hereunder with respect to the FundsFund, and shall preserve such records for the periods and in a manner prescribed by Rule 31a-2 under the 1940 Act. The Subadviser shall permit the Investment Adviser, the Funds’ Fund's officers and its independent public accountants to inspect and audit such records at reasonable times during normal business hours upon due notice. If any occasion should arise in which the Subadviser gives any advice to its clients concerning the shares of the FundsFund, the Subadviser will act solely as investment counsel for such clients and not in any way on behalf of the FundsFund. The Subadviser’s 's services to the Funds Fund pursuant to this Agreement are not to be deemed to be exclusive, and it is understood that the Subadviser may render investment advice, management and other services to others. The Subadviser is prohibited from consulting with any other subadviser to the Funds Fund or any other subadviser to any other series of the Trust concerning each the Fund’s transactions in securities or other assets, except for the purpose of complying with the conditions of Rules 10f-3, Rule 12d3-1(a) and (b) and 17a-10 under the 1940 Act. The Subadviser shall, solely with respect to the assets of the Fund which are under its management pursuant to this Agreement, and based on information obtained from the Fund’s administrator, custodian and other service providers, act in conformity with the requirements of the Code, except that, unless otherwise requested in writing by the Fund, the obligations of Subadviser under the Code are limited to compliance with Code Sections 817(h), 851(b)(2) and 851(b)(3). The parties acknowledge and agree that Subadviser shall be deemed to have complied with Code Sections 817(h), 851(b)(2) and 851(b)(3) if and to the extent that the Investment Adviser apprises Subadviser promptly after each quarter end of any potential non-compliance with the requirements of Code Sections 817(h), 851(b)(2) and 851(b)(3) and, if so advised, Subadviser takes prompt action, as directed by the Investment Adviser.

Investment Advisory and Management Services. The Investment Adviser hereby appoints the Subadviser Sub-adviser to serve as a subadviser to the Funds or, where the Funds have multiple subadvisers (as determined by the Investment Adviser from time to time), a discrete portion of the Funds and the Subadviser Sub-adviser hereby accepts such appointment. References to “Funds” herein include a discrete portion of the Funds, as applicable. Subject to the supervision of the Investment Adviser, Subadviser Sub-adviser will regularly provide the Funds with investment advice and certain investment management services (solely as provided in this Agreement) concerning the investments of the Funds. The Subadviser Sub-adviser will determine what securities or instruments shall be purchased, held or sold by the Funds and what portion of a each Fund’s assets shall be held uninvested in cash and cash equivalents, subject always to the provisions of the Trust’s Declaration of Trust and By-laws and the 1940 Act, and to the investment objectives, policies and restrictions applicable to the Funds (including, without limitation, Sections 817(h) and 851(b)(3) of the Internal Revenue Code of 1986, as amended) (the “"Code”"), as each of the same shall be from time to time in effect or set forth in each Fund’s the Funds’ Prospectus and Statement of Additional Information, as well as any other investment guidelines or policies the Trust’s Board of Trustees (the “Board” or “Trustees”) or the Investment Adviser may from time to time establish and deliver in writing to the SubadviserSub-adviser. The Subadviser Sub-adviser may, as permitted by rule, regulation or position of the staff of the Securities and Exchange Commission, utilize the personnel of its affiliates including foreign affiliates in providing services under this Agreement, provided that Subadviser Sub-Adviser remains solely responsible for the provision of services under this Agreement. The Subadviser Sub-adviser will exercise full discretion with respect to the investment and reinvestment of the assets of the Funds, subject to the preceding paragraph, ; provided that the Investment Adviser and act Sub-adviser agree that the Investment Adviser shall be responsible for the Funds in the same manner all trading and with the same force and effect as the Trust might or could do with respect to purchases, sales or other transactions, as well as with respect to all other things necessary or incidental to the furtherance or conduct of such purchases, sales or other transactions. The Subadviser’s authority and discretion hereunder shall include, without limitation, the power to buy, sell, retain and exchange investments and effect transactions; and other powers as the Subadviser deems appropriate in relation to investing and executing transactions for the Funds. The Adviser hereby authorizes the Subadviser to open accounts and execute documents, including trading agreements, indemnities and representation letters, in the name of, binding against and investment execution activities on behalf of the Funds for all purposes necessary and that the Sub-adviser shall have no responsibilities with respect to trading or desirable in the Subadviser’s view investment execution with respect to effectuate the Subadviser’s activities under this Agreement and transactions permitted under the investment guidelines. Notwithstanding the foregoing, the Subadviser shall, upon written instructions from the Investment Adviser, effect such portfolio transactions for the Funds as the Investment Adviser may from time to time reasonably direct, not to include security-specific transactions which might require Subadviser to deviate from the investment objectives of the Funds. Such instructions will be given in reasonable circumstances, including, without limitation, any termination of this Agreement. The Subadviser Sub-adviser will also make its officers and employees reasonably available to meet with the officers of the Investment Adviser and the Trust’s officers and Trustees at least quarterly on due reasonable notice to review the investments and investment program of the Funds in the light of current and prospective economic and market conditions. From time to time as the Board of Trustees of the Trust or the Investment Adviser may reasonably request, the Subadviser Sub-adviser will furnish to the Investment Adviser and Trust’s officers and to each of its Trustees, at the Subadviser’s Sub-adviser's expense, reports on portfolio transactions and reports on issues of securities or instruments held by the Funds, all in such detail as the Trust or the Investment Adviser may reasonably request. The If requested to do so by Investment Adviser, Sub-Adviser adviser shall provide reasonable assistance to the Investment Adviser as to the determination of the fair value of certain investments where market quotations are not readily available for purposes of calculating net asset value of the Funds in accordance with valuation procedures and methods established by the Trust. Valuation levels for the assets listed in the Funds’ statements will reflect the Subadviser’s good faith effort to ascertain fair market levels (including accrued income, if any) for the securities and other assets in the Funds based on pricing and valuation information believed by the Subadviser to be reliable for round lot sizes. Notwithstanding the foregoing, the Investment Adviser acknowledges and agrees that (i) the Subadviser shall not be deemed to be the pricing or valuation agent for the Funds, (ii) the Subadviser is not obligated to provide pricing information to satisfy any regulatory requirements to which the Funds may be subject (e.g., FAS 157); (iii) none of the information which the Subadviser provides the Investment Adviser hereunder shall be deemed to be the official books and records of a Fund for tax, accounting or any other purpose. In addition, the Subadviser Sub-adviser will provide a quarterly compliance certification, in such the form as provided by the Investment Adviser and the Subadviser may mutually agree from time to timetime and agreed to by the Sub-adviser, that the Sub-adviser has managed the Funds in accordance with the provisions of this Agreement. The Subadviser Sub-adviser acknowledges and agrees that the Investment Adviser may, in its discretion, provide such quarterly compliance certifications to the Board. The Subadviser Sub-adviser shall also, upon the reasonable request of the Investment Adviser, provide the officers of the Fund Funds with supporting certifications in such form as the Investment Adviser and the Subadviser may mutually agree from time to time, in connection with such certifications of each Fund’s schedule of investments the Funds’ financial statements and disclosure controls pursuant to the Sxxxxxxx-Xxxxx Act. The Subadviser Sub-adviser will cooperate with and provide reasonable assistance to the Investment Adviser, the Funds’ custodian and foreign custodians, transfer agent and all other agents and representatives of the Trust and the Investment Adviser, keep all such persons fully informed as to such matters as they may reasonably deem necessary to the performance of their obligations to the Trust, Adviser on behalf of the Funds, and the Investment Adviser, provide prompt responses to reasonable requests made by such persons and maintain any appropriate interaction with each to promote the exchange of information. Unless and until otherwise directed in writing by the Investment Adviser or the Trust’s officers or Board, the Subadviser will The Sub-adviser shall not be responsible for (i) voting all proxies, including any proxies or taking any action with respect to corporate action elections for proxies and corporate actions communicated with respect to securities held by the Funds or its agents to the Subadviser, with respect to the securities held by the Funds. The Subadviser shall not be responsible (ii) for filing proofs of claim or otherwise participating in class action lawsuits with respect to securities held by the Funds, each of which shall be the responsibility of the Investment Adviser. The Subadviser Sub-adviser shall maintain all books and records required by Rule 31a-1 under the 1940 Act relating to its responsibilities provided hereunder with respect to the Funds, and shall preserve such records for the periods and in a manner prescribed by Rule 31a-2 under the 1940 Act. The Subadviser Sub-adviser shall permit the Investment Adviser, the Funds’ ' officers and its independent public accountants to inspect and audit such records at reasonable times during normal business hours upon due reasonable notice. Investment Adviser understands and has advised the Funds’ Trustees that Sub-adviser may act as an investment adviser or sub-investment adviser to other investment companies and other advisory clients. If any occasion should arise in which the Subadviser Sub-adviser gives any advice to its clients concerning the shares of the Funds, the Subadviser Sub-adviser will act solely as investment counsel for such clients and not in any way on behalf of the Funds. The Subadviser’s Sub-adviser's services to the Funds pursuant to this Agreement are not to be deemed to be exclusive, and it is understood that the Subadviser Sub-adviser may render investment advice, management and other services to others. The Subadviser Sub-adviser is prohibited from consulting with any other subadviser to the Funds or any other subadviser to any other series of the Trust concerning each Fund’s the Funds’ transactions in securities or other assets, except for the purpose of complying with the conditions of Rules 10f-3, Rule 12d3-1(a) and (b) and 17a-10 under the 1940 Act.

Investment Advisory and Management Services. The Investment Adviser hereby appoints the Subadviser Sub-adviser to serve as a subadviser to the Funds or, where the Funds have multiple subadvisers (as determined by the Investment Adviser from time to time), a discrete portion of the Funds and the Subadviser Sub-adviser hereby accepts such appointment. References to “Funds” herein include a discrete portion of the Funds, as applicable. Subject to the supervision of the Investment Adviser, Subadviser Sub-adviser will regularly provide the Funds with investment advice and certain investment management services (solely as provided in this Agreement) concerning the investments of the Funds. The Subadviser Sub-adviser will determine what securities or instruments shall be purchased, held or sold by the Funds and what portion of a each Fund’s assets shall be held uninvested in cash and cash equivalents, subject always to the provisions of the Trust’s Declaration of Trust and By-laws and the 1940 Act, and to the investment objectives, policies and restrictions applicable to the Funds (including, without limitation, Sections 817(h) and 851(b)(3) of the Internal Revenue Code of 1986, as amended) (the “"Code”"), as each of the same shall be from time to time in effect or set forth in each Fund’s the Funds’ Prospectus and Statement of Additional Information, as well as any other investment guidelines or policies the Trust’s Board of Trustees (the “Board” or “Trustees”) or the Investment Adviser may from time to time establish and deliver in writing to the SubadviserSub-adviser. The Subadviser Sub-adviser may, as permitted by rule, regulation or position of the staff of the Securities and Exchange Commission, utilize the personnel of its affiliates including foreign affiliates in providing services under this Agreement, provided that Subadviser Sub-Adviser remains solely responsible for the provision of services under this Agreement. The Subadviser Sub-adviser will exercise full discretion with respect to the investment and reinvestment of the assets of the Funds, subject to the preceding paragraph, and act for the Funds in the same manner and with the same force and effect as the Trust might or could do with respect to purchases, sales or other transactions, as well as with respect to all other things necessary or incidental to the furtherance or conduct of such purchases, sales or other transactions. The Subadviser’s authority and discretion hereunder shall include, without limitation, the power to buy, sell, retain and exchange investments and effect transactions; and other powers as the Subadviser deems appropriate in relation to investing and executing transactions for the Funds. The Adviser hereby authorizes the Subadviser to open accounts and execute documents, including trading agreements, indemnities and representation letters, in the name of, binding against and on behalf of the Funds for all purposes necessary or desirable in the Subadviser’s view to effectuate the Subadviser’s activities under this Agreement and transactions permitted under the investment guidelines. Notwithstanding the foregoing, the Subadviser Sub-adviser shall, upon written instructions from the Investment Adviser, effect such portfolio transactions for the Funds as the Investment Adviser may from time to time reasonably direct, ; provided that the Sub-adviser shall not to include security-specific transactions which might require Subadviser to deviate be responsible for the investment merits of the instruction from the investment objectives Adviser to the Sub-Adviser of the Fundsany such portfolio transactions. Such instructions will be given in reasonable circumstances, including, without limitation, any termination of this Agreement. The Subadviser Sub-adviser will also make its officers and employees reasonably available to meet with the officers of the Investment Adviser and the Trust’s officers and Trustees at least quarterly on due reasonable notice to review the investments and investment program of the Funds in the light of current and prospective economic and market conditions. From time to time as the Board of Trustees of the Trust or the Investment Adviser may reasonably request, the Subadviser Sub-adviser will furnish to the Investment Adviser and Trust’s officers and to each of its Trustees, at the Subadviser’s Sub-adviser's expense, reports on portfolio transactions and reports on issues of securities or instruments held by the Funds, all in such detail as the Trust or the Investment Adviser may reasonably request. The Sub-Adviser adviser shall provide reasonable assistance to the Investment Adviser as to the determination of the fair value of certain investments where market quotations are not readily available for purposes of calculating net asset value of the Funds in accordance with valuation procedures and methods established by the Trust. Valuation levels for the assets listed in the Funds’ statements will reflect the Subadviser’s good faith effort to ascertain fair market levels (including accrued income, if any) for the securities and other assets in the Funds based on pricing and valuation information believed by the Subadviser to be reliable for round lot sizes. Notwithstanding the foregoing, the Investment Adviser acknowledges and agrees that (i) the Subadviser shall not be deemed to be the pricing or valuation agent for the Funds, (ii) the Subadviser is not obligated to provide pricing information to satisfy any regulatory requirements to which the Funds may be subject (e.g., FAS 157); (iii) none of the information which the Subadviser provides the Investment Adviser hereunder shall be deemed to be the official books and records of a Fund for tax, accounting or any other purpose. In addition, the Subadviser Sub-adviser will provide a quarterly compliance certification, in such the form as provided by the Investment Adviser and the Subadviser may mutually agree from time to timetime and agreed to by the Sub-adviser, that the Sub-adviser has managed the Funds in accordance with the provisions of this Agreement. The Subadviser Sub-adviser acknowledges and agrees that the Investment Adviser may, in its discretion, provide such quarterly compliance certifications to the Board. The Subadviser Sub-adviser shall also, upon the reasonable request of the Investment Adviser, provide the officers of the Fund Funds with supporting certifications in such form as the Investment Adviser and the Subadviser may mutually agree from time to time, in connection with such certifications of each Fund’s schedule of investments the Funds’ financial statements and disclosure controls pursuant to the Sxxxxxxx-Xxxxx Act. The Subadviser Sub-adviser will cooperate with and provide reasonable assistance to the Investment Adviser, the Funds’ custodian and foreign custodians, transfer agent and all other agents and representatives of the Trust and the Investment Adviser, keep all provide information to such persons fully informed as to such matters as they may reasonably deem necessary to the performance of their obligations to the Trust, on behalf of the Funds, and the Investment Adviser, provide prompt responses to reasonable requests made by such persons and maintain any appropriate interaction with each to promote the exchange of information. Unless and until otherwise directed in writing by the Investment Adviser or the Trust’s officers or Board, the Subadviser will The Sub-adviser shall not be responsible for (i) voting all proxies, including any proxies or taking any action with respect to corporate action elections for proxies and corporate actions communicated with respect to securities held by the Funds or its agents to the Subadviser, with respect to the securities held by the Funds. The Subadviser shall not be responsible (ii) for filing proofs of claim or otherwise participating in class action lawsuits with respect to securities held by the Funds, each of which shall be the responsibility of the Investment Adviser. The Subadviser Sub-adviser shall maintain all books and records required by Rule 31a-1 under the 1940 Act relating to its responsibilities provided hereunder with respect to the Funds, and shall preserve such records for the periods and in a manner prescribed by Rule 31a-2 under the 1940 Act. The Subadviser Sub-adviser shall permit the Investment Adviser, the Funds’ ' officers and its independent public accountants to inspect and audit such records at reasonable times during normal business hours upon due reasonable notice. Investment Adviser understands and has advised the Funds’ Trustees that Sub-adviser may act as an investment adviser or sub-investment adviser to other investment companies and other advisory clients. If any occasion should arise in which the Subadviser Sub-adviser gives any advice to its clients concerning the shares of the Funds, the Subadviser Sub-adviser will act solely as investment counsel for such clients and not in any way on behalf of the Funds. The Subadviser’s Sub-adviser's services to the Funds pursuant to this Agreement are not to be deemed to be exclusive, and it is understood that the Subadviser Sub-adviser may render investment advice, management and other services to others. The Subadviser Sub-adviser is prohibited from consulting with any other subadviser to the Funds or any other subadviser to any other series of the Trust concerning each Fund’s the Funds’ transactions in securities or other assets, except for the purpose of complying with the conditions of Rules 10f-3, Rule 12d3-1(a) and (b) and 17a-10 under the 1940 Act.

Investment Advisory and Management Services. The Investment Adviser hereby appoints the Subadviser to serve as a subadviser to the Funds or, where the Funds have multiple subadvisers (as determined by the Investment Adviser from time to time), a discrete portion of the Funds and the Subadviser hereby accepts such appointment. References to “Funds” herein include a discrete portion of the Funds, as applicable. Subject to the supervision of the Investment Adviser, Subadviser will regularly provide the Funds with investment advice and investment management services concerning the investments of the Funds. The Subadviser will determine what securities or instruments shall be purchased, held or sold by the Funds and what portion of a each Fund’s 's assets shall be held uninvested in cash and cash equivalents, subject always to the provisions of the 1940 Act, and to the investment objectives, policies and restrictions applicable to the Funds (including, without limitation, Sections 817(h) and 851(b)(3) of the Internal Revenue Code of 1986, as amended) (the “"Code”"), as each of the same shall be from time to time in effect or set forth in each Fund’s Prospectus and Statement of Additional Information, as well as any other investment guidelines or policies the Trust’s Board of Trustees (the “Board” or “Trustees”) or the Investment Adviser may from time to time establish and deliver in writing to the Subadviser. The Subadviser may, as permitted by rule, regulation or position of the staff of the Securities and Exchange Commission, utilize the personnel of its affiliates including foreign affiliates in providing services under this Agreement, provided that Subadviser remains solely responsible for the provision of services under this Agreement. The Subadviser will exercise full discretion with respect to the investment and reinvestment of the assets of the Funds, subject to the preceding paragraph, and act for the Funds in the same manner and with the same force and effect as the Trust might or could do with respect to purchases, sales or other transactions, as well as with respect to all other things necessary or incidental to the furtherance or conduct of such purchases, sales or other transactions. The Subadviser’s 's authority and discretion hereunder shall include, without limitation, the power to buy, sell, retain and exchange investments and effect transactions; and other powers as the Subadviser deems appropriate in relation to investing and executing transactions for the Funds. The Adviser hereby authorizes the Subadviser to open accounts and execute documents, including trading agreements, indemnities and representation letters, in the name of, binding against and on behalf of the Funds for all purposes necessary or desirable in the Subadviser’s 's view to effectuate the Subadviser’s 's activities under this Agreement and transactions permitted under the investment guidelines. Notwithstanding the foregoing, the Subadviser shall, upon written instructions from the Investment Adviser, effect such portfolio transactions for the Funds as the Investment Adviser may from time to time reasonably direct, not to include security-specific transactions which might require Subadviser to deviate from the investment objectives of the Funds. Such instructions will be given in reasonable circumstances, including, without limitation, any termination of this Agreement. The Subadviser will also make its officers and employees reasonably available to meet with the officers of the Investment Adviser and the Trust’s officers and Trustees at least quarterly on due notice to review the investments and investment program of the Funds in the light of current and prospective economic and market conditions. From time to time as the Board of Trustees of the Trust or the Investment Adviser may reasonably request, the Subadviser will furnish to the Investment Adviser and Trust’s officers and to each of its Trustees, at the Subadviser’s 's expense, reports on portfolio transactions and reports on issues of securities or instruments held by the Funds, all in such detail as the Trust or the Investment Adviser may reasonably request. The Sub-Adviser shall provide reasonable assistance to the Investment Adviser as to the determination of the fair value of certain investments where market quotations are not readily available for purposes of calculating net asset value of the Funds in accordance with valuation procedures and methods established by the Trust. Valuation levels for the assets listed in the Funds’ statements Funds’statements will reflect the Subadviser’s good faith effort to ascertain fair market levels (including accrued income, if any) for the securities and other assets in the Funds based on pricing and valuation information believed by the Subadviser to be reliable for round lot sizes. Notwithstanding the foregoing, the Investment Adviser acknowledges and agrees that (i) the Subadviser shall not be deemed to be the pricing or valuation agent for the Funds, (ii) the Subadviser is not obligated to provide pricing information to satisfy any regulatory requirements to which the Funds may be subject (e.g., FAS 157); (iii) none of the information which the Subadviser provides the Investment Adviser hereunder shall be deemed to be the official books and records of a Fund the Funds for tax, accounting or any other purpose. In addition, the Subadviser will provide a quarterly compliance certification, in such form as the Investment Adviser and the Subadviser may mutually agree from time to time. The Subadviser acknowledges and agrees that the Investment Adviser may, in its discretion, provide such quarterly compliance certifications to the Board. The Subadviser shall also, upon the reasonable request of the Investment Adviser, provide the officers of the Fund Funds with supporting certifications in such form as the Investment Adviser and the Subadviser may mutually agree from time to time, in connection with such certifications of each Fund’s schedule of investments pursuant to the SxxxxxxxXxxxxxxx-Xxxxx Act. The Subadviser will cooperate with and provide reasonable assistance to the Investment Adviser, the Funds’ custodian and foreign custodians, transfer agent and all other agents and representatives of the Trust and the Investment Adviser, keep all such persons fully informed as to such matters as they may reasonably deem necessary to the performance of their obligations to the Trust, on behalf of the Funds, and the Investment Adviser, provide prompt responses to reasonable requests made by such persons and maintain any appropriate interaction with each to promote the exchange of information. Unless and until otherwise directed in writing by the Investment Adviser or the Trust’s officers or Board, the Subadviser will be responsible for voting all proxies, including taking action with respect to corporate action elections for proxies and corporate actions communicated by the Funds or its agents to the Subadviser, with respect to the securities held by the Funds. The Subadviser shall not be responsible for filing proofs of claim or otherwise participating in class action lawsuits with respect to securities held by the Funds. The Subadviser shall maintain all books and records required by Rule 31a-1 under the 1940 Act relating to its responsibilities provided hereunder with respect to the Funds, and shall preserve such records for the periods and in a manner prescribed by Rule 31a-2 under the 1940 Act. The Subadviser shall permit the Investment Adviser, the Funds’ ' officers and its independent public accountants to inspect and audit such records at reasonable times during normal business hours upon due notice. If any occasion should arise in which the Subadviser gives any advice to its clients concerning the shares of the Funds, the Subadviser will act solely as investment counsel for such clients and not in any way on behalf of the Funds. The Subadviser’s 's services to the Funds pursuant to this Agreement are not to be deemed to be exclusive, and it is understood that the Subadviser may render investment advice, management and other services to others. The Subadviser is prohibited from consulting with any other subadviser to the Funds or any other subadviser to any other series of the Trust concerning the each Fund’s transactions in securities or other assets, except for the purpose of complying with the conditions of Rules 10f-3, 12d3-1(a) and (b) and 17a-10 under the 1940 Act.

Investment Advisory and Management Services. The Investment Adviser hereby appoints the Subadviser Sub-adviser to serve as a subadviser to the Funds or, where the Funds have multiple subadvisers (as determined by the Investment Adviser from time to time), a discrete portion of the Funds Funds, and the Subadviser Sub-adviser hereby accepts such appointment. References to “Funds” herein include a discrete portion of the Funds, as applicable. Subject to the supervision of the Investment Adviser, Subadviser Sub-adviser will regularly provide the Funds with investment advice and investment management services concerning the investments of the Funds. The Subadviser Sub-adviser will determine what securities or instruments shall be purchased, held or sold by the Funds and what portion of a each Fund’s assets shall be held uninvested in cash and cash equivalents, subject always to the provisions of the Trust’s Declaration of Trust and By-laws and the 1940 Act, and to the investment objectives, policies and restrictions applicable to the Funds (including, without limitation, Sections 817(h) and 851(b)(3) of the Internal Revenue Code of 1986, as amendedamended based solely on information provided by the fund’s administrator, custodian or other service providers and based on the Sub-adviser’s reasonable interpretation of such requirements) (the “Code”), as each of the same shall be from time to time in effect or set forth in each Fund’s the Funds’ Prospectus and Statement of Additional Information, as well as any other investment guidelines or policies the Trust’s Board of Trustees (the “Board” or “Trustees”) or the Investment Adviser may from time to time establish and deliver in writing to the SubadviserSub-adviser prior to the effective date thereof. The Subadviser Investment Adviser acknowledges that the Sub-adviser is not the tax agent for the Funds. The Sub-adviser may, as permitted by rule, regulation or position of the staff of the Securities and Exchange Commission, utilize the personnel of its affiliates including foreign affiliates affiliates, in providing services under this Agreement, provided that Subadviser Sub-Adviser remains solely responsible for the provision of services under this Agreement. The Subadviser Sub-adviser will exercise full discretion with respect to the investment and reinvestment of the assets of the Funds, subject to the preceding paragraph, ; provided that the Investment Adviser and act Sub-adviser agree that the Investment Adviser shall be responsible for all trading and investment execution activities on behalf of the discrete portion of the Funds in for which the same manner Sub-adviser serves as subadviser and with that the same force and effect as the Trust might or could do Sub-adviser shall have no responsibilities with respect to purchases, sales trading or other transactions, as well as investment execution with respect to all other things necessary or incidental to the furtherance or conduct of such purchases, sales or other transactions. The Subadviser’s authority and discretion hereunder shall include, without limitation, the power to buy, sell, retain and exchange investments and effect transactions; and other powers as the Subadviser deems appropriate in relation to investing and executing transactions for the Funds. The Adviser hereby authorizes the Subadviser to open accounts and execute documents, including trading agreements, indemnities and representation letters, in the name of, binding against and on behalf of the Funds for all purposes necessary or desirable in the Subadviser’s view to effectuate the Subadviser’s activities under this Agreement and transactions permitted under the investment guidelines. Notwithstanding the foregoing, the Subadviser shall, upon written instructions from the Investment Adviser, effect such portfolio transactions for the Funds as the Investment Adviser may from time to time reasonably direct, not to include securitySub-specific transactions which might require Subadviser to deviate from the investment objectives of the Funds. Such instructions will be given in reasonable circumstances, including, without limitation, any termination of this Agreement. The Subadviser adviser will also make its officers and employees reasonably available to meet with the officers of the Investment Adviser and the Trust’s officers and Trustees at least quarterly on due notice to review the investments and investment program of the Funds in the light of current and prospective economic and market conditions. From time to time as In addition, the Board of Trustees of Sub-adviser will provide a quarterly certification, in the Trust or form provided by the Investment Adviser may reasonably requestfrom time to time, that the Subadviser will furnish to the Investment Adviser and Trust’s officers and to each of its Trustees, at the Subadviser’s expense, reports on portfolio transactions and reports on issues of securities or instruments held by the Funds, all in such detail as the Trust or the Investment Adviser may reasonably request. The Sub-Adviser shall provide reasonable assistance to the Investment Adviser as to the determination of the fair value of certain investments where market quotations are not readily available for purposes of calculating net asset value of adviser has managed the Funds in accordance with valuation procedures and methods established by the Trust. Valuation levels for the assets listed in the Funds’ statements will reflect the Subadviser’s good faith effort to ascertain fair market levels (including accrued income, if any) for the securities and other assets in the Funds based on pricing and valuation information believed by the Subadviser to be reliable for round lot sizes. Notwithstanding the foregoing, the Investment Adviser acknowledges and agrees that (i) the Subadviser shall not be deemed to be the pricing or valuation agent for the Funds, (ii) the Subadviser is not obligated to provide pricing information to satisfy any regulatory requirements to which the Funds may be subject (e.g., FAS 157); (iii) none provisions of the information which the Subadviser provides the Investment Adviser hereunder shall be deemed to be the official books and records of a Fund for tax, accounting or any other purpose. In addition, the Subadviser will provide a quarterly compliance certification, in such form as the Investment Adviser and the Subadviser may mutually agree from time to timethis Agreement. The Subadviser Sub-adviser acknowledges and agrees that the Investment Adviser may, in its discretion, provide such quarterly compliance certifications to the Board. The Subadviser Sub-adviser shall also, upon the reasonable request of the Investment Adviser, provide the officers of the Fund Funds with supporting certifications in such form as the Investment Adviser and the Subadviser may mutually agree from time to time, in connection with such certifications of each Fund’s schedule of investments the Funds’ financial statements and disclosure controls pursuant to the Sxxxxxxx-Xxxxx Act. The Subadviser Sub-adviser will cooperate with and provide reasonable assistance to the Investment Adviser, the Funds’ custodian and foreign custodians, transfer agent and all other agents and representatives of the Trust and the Investment Adviser, will endeavor to keep all such persons fully informed as to such matters as they may reasonably deem necessary to the performance of their obligations to the Trust, on behalf of the Funds, and the Investment Adviser, provide prompt responses as soon as reasonably practicable to reasonable requests made by such persons and maintain any appropriate interaction with each to promote the exchange of information. Unless and until otherwise directed in writing by the Investment Adviser or the Trust’s officers or Board, the Subadviser will The Sub-adviser shall not be responsible for (i) voting all proxies, including any proxies or taking any action with respect to corporate action elections for proxies and corporate actions communicated with respect to securities held by the Funds or its agents to the Subadviser, with respect to the securities held by the Funds. The Subadviser shall not be responsible (ii) for filing proofs of claim or otherwise participating in class action lawsuits with respect to securities held by the Funds, each of which shall be the responsibility of the Investment Adviser. In the event the Investment Adviser or custodian engages in securities lending activities on behalf of a Fund, the Sub-adviser will not be a party to or aware of such lending activities. It is understood that Sub-adviser shall not be responsible for settlement delay or failure, corporate action failure or any related costs or loss due to such lending activities. The Subadviser Sub-adviser shall maintain all books and records required by Rule 31a-1 under the 1940 Act relating to its responsibilities provided hereunder with respect to the Funds, and shall preserve such records for the periods and in a manner prescribed by Rule 31a-2 under the 1940 Act. The Subadviser Sub-adviser shall permit the Investment Adviser, the Funds’ officers and its independent public accountants to inspect and audit such records at reasonable times during normal business hours upon due notice. If any occasion should arise in which the Subadviser Sub-adviser gives any advice to its clients concerning the shares of the Funds, the Subadviser Sub-adviser will act solely as investment counsel for such clients and not in any way on behalf of the Funds. The SubadviserSub-adviser’s services to the Funds pursuant to this Agreement are not to be deemed to be exclusive, and it is understood that the Subadviser Sub-adviser may render investment advice, management and other services to others. The Subadviser Sub-adviser is prohibited from consulting with any other subadviser to the Funds or any other subadviser to any other series of the Trust concerning each Fund’s the Funds’ transactions in securities or other assets, except for the purpose of complying with the conditions of Rules 10f-3, Rule 12d3-1(a) and (b) and 17a-10 under the 1940 Act.

Investment Advisory and Management Services. The Investment Adviser hereby appoints the Subadviser Sub-adviser to serve as a subadviser to the Funds or, where the Funds have multiple subadvisers (as determined by the Investment Adviser from time to time), a discrete portion of the Funds and the Subadviser Sub-adviser hereby accepts such appointment. References to “Funds” herein include a discrete portion of the Funds, as applicable. Subject to the supervision of the Investment Adviser, Subadviser Sub-adviser will regularly provide the Funds with investment advice and certain investment management services (solely as provided in this Agreement) concerning the investments of the Funds. The Subadviser Sub-adviser will determine what securities or instruments shall be purchased, held or sold by the Funds and what portion of a each Fund’s assets shall be held uninvested in cash and cash equivalents, subject always to the provisions of the Trust’s Declaration of Trust and By-laws and the 1940 Act, and to the investment objectives, policies and restrictions applicable to the Funds (including, without limitation, Sections 817(h) and 851(b)(3) of the Internal Revenue Code of 1986, as amended) (the “"Code”"), as each of the same shall be from time to time in effect or set forth in each Fund’s the Funds’ Prospectus and Statement of Additional Information, as well as any other investment guidelines or policies the Trust’s Board of Trustees (the “Board” or “Trustees”) or the Investment Adviser may from time to time establish and deliver in writing to the SubadviserSub-adviser. The Subadviser Sub-adviser may, as permitted by rule, regulation or position of the staff of the Securities and Exchange Commission, utilize the personnel of its affiliates including foreign affiliates in providing services under this Agreement, provided that Subadviser Sub-adviser remains solely responsible for the provision of services under this Agreement. The Subadviser Sub-adviser will exercise full discretion with respect to the investment and reinvestment of the assets of the Funds, subject to the preceding paragraph, ; provided that the Investment Adviser and act Sub-adviser agree that the Investment Adviser shall be responsible for the Funds in the same manner all trading and with the same force and effect as the Trust might or could do with respect to purchases, sales or other transactions, as well as with respect to all other things necessary or incidental to the furtherance or conduct of such purchases, sales or other transactions. The Subadviser’s authority and discretion hereunder shall include, without limitation, the power to buy, sell, retain and exchange investments and effect transactions; and other powers as the Subadviser deems appropriate in relation to investing and executing transactions for the Funds. The Adviser hereby authorizes the Subadviser to open accounts and execute documents, including trading agreements, indemnities and representation letters, in the name of, binding against and investment execution activities on behalf of the Funds for all purposes necessary and that the Sub-adviser shall have no responsibilities with respect to trading or desirable in the Subadviser’s view investment execution with respect to effectuate the Subadviser’s activities under this Agreement and transactions permitted under the investment guidelines. Notwithstanding the foregoing, the Subadviser shall, upon written instructions from the Investment Adviser, effect such portfolio transactions for the Funds as the Investment Adviser may from time to time reasonably direct, not to include security-specific transactions which might require Subadviser to deviate from the investment objectives of the Funds. Such instructions will be given in reasonable circumstances, including, without limitation, any termination of this Agreement. The Subadviser Sub-adviser will also make its officers and employees reasonably available to meet with the officers of the Investment Adviser and the Trust’s officers and Trustees at least quarterly on due notice to review the investments and investment program of the Funds in the light of current and prospective economic and market conditions. From time to time as the Board of Trustees of the Trust or the Investment Adviser may reasonably request, the Subadviser Sub-adviser will furnish to the Investment Adviser and Trust’s officers and to each of its Trustees, at the Subadviser’s Sub-adviser's expense, reports on portfolio transactions and reports on issues of securities or instruments held by the Funds, all in such detail as the Trust or the Investment Adviser may reasonably request. The Sub-Adviser adviser shall provide reasonable assistance to the Investment Adviser as to the determination of the fair value of certain investments where market quotations are not readily available for purposes of calculating net asset value of the Funds in accordance with valuation procedures and methods established by the Trust. Valuation levels for the assets listed in the Funds’ statements will reflect the Subadviser’s good faith effort to ascertain fair market levels (including accrued income, if any) for the securities and other assets in the Funds based on pricing and valuation information believed by the Subadviser to be reliable for round lot sizes. Notwithstanding the foregoing, the Investment Adviser acknowledges and agrees that (i) the Subadviser shall not be deemed to be the pricing or valuation agent for the Funds, (ii) the Subadviser is not obligated to provide pricing information to satisfy any regulatory requirements to which the Funds may be subject (e.g., FAS 157); (iii) none of the information which the Subadviser provides the Investment Adviser hereunder shall be deemed to be the official books and records of a Fund for tax, accounting or any other purpose. In addition, the Subadviser Sub-adviser will provide a quarterly compliance certification, in such the form as provided by the Investment Adviser and the Subadviser may mutually agree from time to time, that the Sub-adviser has managed the Funds in accordance with the provisions of this Agreement. The Subadviser Sub-adviser acknowledges and agrees that the Investment Adviser may, in its discretion, provide such quarterly compliance certifications to the Board. The Subadviser Sub-adviser shall also, upon the reasonable request of the Investment Adviser, provide the officers of the Fund Funds with supporting certifications in such form as the Investment Adviser and the Subadviser may mutually agree from time to time, in connection with such certifications of each Fund’s schedule of investments the Funds’ financial statements and disclosure controls pursuant to the SxxxxxxxXxxxxxxx-Xxxxx Act. The Subadviser Sub-adviser will cooperate with and provide reasonable assistance to the Investment Adviser, the Funds’ custodian and foreign custodians, transfer agent and all other agents and representatives of the Trust and the Investment Adviser, keep all such persons fully informed as to such matters as they may reasonably deem necessary to the performance of their obligations to the Trust, on behalf of the Funds, and the Investment Adviser, provide prompt responses to reasonable requests made by such persons and maintain any appropriate interaction with each to promote the exchange of information. Unless and until otherwise directed in writing by the Investment Adviser or the Trust’s officers or Board, the Subadviser The Sub-adviser will not be responsible for (i) voting all proxies, including any proxies or taking any action with respect to corporate action elections for proxies and corporate actions communicated by the Funds or its agents to the Subadviser, with respect to the securities held by the Funds. The Subadviser shall not be responsible Funds or (ii) for filing proofs of claim or otherwise participating in class action lawsuits with respect to securities held by the Funds, each of which shall be the responsibility of the Investment Adviser. The Subadviser Sub-adviser shall maintain all books and records required by Rule 31a-1 under the 1940 Act relating to its responsibilities provided hereunder with respect to the Funds, and shall preserve such records for the periods and in a manner prescribed by Rule 31a-2 under the 1940 Act. The Subadviser Sub-adviser shall permit the Investment Adviser, the Funds’ ' officers and its independent public accountants to inspect and audit such records at reasonable times during normal business hours upon due notice. If any occasion should arise in which the Subadviser Sub-adviser gives any advice to its clients concerning the shares of the Funds, the Subadviser Sub-adviser will act solely as investment counsel for such clients and not in any way on behalf of the Funds. The Subadviser’s Sub-adviser's services to the Funds pursuant to this Agreement are not to be deemed to be exclusive, and it is understood that the Subadviser Sub-adviser may render investment advice, management and other services to others. The Subadviser Sub-adviser is prohibited from consulting with any other subadviser to the Funds or any other subadviser to any other series of the Trust concerning each Fund’s the Funds’ transactions in securities or other assets, except for the purpose of complying with the conditions of Rules 10f-3, Rule 12d3-1(a) and (b) and 17a-10 under the 1940 Act.

Investment Advisory and Management Services. The Investment Adviser hereby appoints the Subadviser to serve as a subadviser to the Funds or, where the Funds have multiple subadvisers (as determined by the Investment Adviser from time to time), a discrete portion of the Funds and the Subadviser hereby accepts such appointment. References to “Funds” herein include a discrete portion of the Funds, as applicable. Subject to the supervision of the Investment Adviser, Subadviser will regularly provide the Funds with investment advice and investment management services concerning the investments of the Funds. The Subadviser will determine what securities or instruments shall be purchased, held or sold by the Funds and what portion of a Fund’s assets shall be held uninvested in cash and cash equivalents, subject always to the provisions of the 1940 Act, and to the investment objectives, policies and restrictions applicable to the Funds (including, without limitation, Sections 817(h) and 851(b)(3) of the Internal Revenue Code of 1986, as amended) (the “Code”), as each of the same shall be from time to time in effect or set forth in each Fund’s Prospectus and Statement of Additional Information, as well as any other investment guidelines or policies the Trust’s Board of Trustees (the “Board” or “Trustees”) or the Investment Adviser may from time to time establish and deliver in writing to the Subadviser. The Subadviser may, as permitted by rule, regulation or position of the staff of the Securities and Exchange Commission, utilize the personnel of its affiliates including foreign affiliates in providing services under this Agreement, provided that Subadviser remains solely responsible for the provision of services under this Agreement. The Subadviser will exercise full discretion with respect to the investment and reinvestment of the assets of the Funds, subject to the preceding paragraph, and act for the Funds in the same manner and with the same force and effect as the Trust might or could do with respect to purchases, sales or other transactions, as well as with respect to all other things necessary or incidental to the furtherance or conduct of such purchases, sales or other transactions. The Subadviser’s authority and discretion hereunder shall include, without limitation, the power to buy, sell, retain and exchange investments and effect transactions; and other powers as the Subadviser deems appropriate in relation to investing and executing transactions for the Funds. The Adviser hereby authorizes the Subadviser to open accounts and execute documents, including trading agreements, indemnities and representation letters, in the name of, binding against and on behalf of the Funds for all purposes necessary or desirable in the Subadviser’s view to effectuate the Subadviser’s activities under this Agreement and transactions permitted under the investment guidelines. Notwithstanding the foregoing, the Subadviser shall, upon written instructions from the Investment Adviser, effect such portfolio transactions for the Funds as the Investment Adviser may from time to time reasonably direct, not to include security-specific transactions which might require Subadviser to deviate from the investment objectives of the Funds. Such instructions will be given in reasonable circumstances, including, without limitation, any termination of this Agreement. The Subadviser will also make its officers and employees reasonably available to meet with the officers of the Investment Adviser and the Trust’s officers and Trustees at least quarterly on due notice to review the investments and investment program of the Funds in the light of current and prospective economic and market conditions. From time to time as the Board of Trustees of the Trust or the Investment Adviser may reasonably request, the Subadviser will furnish to the Investment Adviser and Trust’s officers and to each of its Trustees, at the Subadviser’s expense, reports on portfolio transactions and reports on issues of securities or instruments held by the Funds, all in such detail as the Trust or the Investment Adviser may reasonably request. The Sub-Adviser shall provide reasonable assistance to the Investment Adviser as to the determination of the fair value of certain investments where market quotations are not readily available for purposes of calculating net asset value of the Funds in accordance with valuation procedures and methods established by the Trust. Valuation levels for the assets listed in the Funds’ statements will reflect the Subadviser’s good faith effort to ascertain fair market levels (including accrued income, if any) for the securities and other assets in the Funds based on pricing and valuation information believed by the Subadviser to be reliable for round lot sizes. Notwithstanding the foregoing, the Investment Adviser acknowledges and agrees that (i) the Subadviser shall not be deemed to be the pricing or valuation agent for the Funds, (ii) the Subadviser is not obligated to provide pricing information to satisfy any regulatory requirements to which the Funds may be subject (e.g., FAS 157); (iii) none of the information which the Subadviser provides the Investment Adviser hereunder shall be deemed to be the official books and records of a the Fund for tax, accounting or any other purpose. In addition, the Subadviser will provide a quarterly compliance certification, in such form as the Investment Adviser and the Subadviser may mutually agree from time to time. The Subadviser acknowledges and agrees that the Investment Adviser may, in its discretion, provide such quarterly compliance certifications to the Board. The Subadviser shall also, upon the reasonable request of the Investment Adviser, provide the officers of the Fund with supporting certifications in such form as the Investment Adviser and the Subadviser may mutually agree from time to time, in connection with such certifications of each Fund’s schedule of investments pursuant to the Sxxxxxxx-Xxxxx Act. The Subadviser will cooperate with and provide reasonable assistance to the Investment Adviser, the Funds’ custodian and foreign custodians, transfer agent and all other agents and representatives of the Trust and the Investment Adviser, keep all such persons fully informed as to such matters as they may reasonably deem necessary to the performance of their obligations to the Trust, on behalf of the Funds, and the Investment Adviser, provide prompt responses to reasonable requests made by such persons and maintain any appropriate interaction with each to promote the exchange of information. Unless and until otherwise directed in writing by the Investment Adviser or the Trust’s officers or Board, the Subadviser will be responsible for voting all proxies, including taking action with respect to corporate action elections for proxies and corporate actions communicated by the Funds or its agents to the Subadviser, with respect to the securities held by the Funds. The Subadviser shall not be responsible for filing proofs of claim or otherwise participating in class action lawsuits with respect to securities held by the Funds. The Subadviser shall maintain all books and records required by Rule 31a-1 under the 1940 Act relating to its responsibilities provided hereunder with respect to the Funds, and shall preserve such records for the periods and in a manner prescribed by Rule 31a-2 under the 1940 Act. The Subadviser shall permit the Investment Adviser, the Funds’ officers and its independent public accountants to inspect and audit such records at reasonable times during normal business hours upon due notice. If any occasion should arise in which the Subadviser gives any advice to its clients concerning the shares of the Funds, the Subadviser will act solely as investment counsel for such clients and not in any way on behalf of the Funds. The Subadviser’s services to the Funds pursuant to this Agreement are not to be deemed to be exclusive, and it is understood that the Subadviser may render investment advice, management and other services to others. The Subadviser is prohibited from consulting with any other subadviser to the Funds or any other subadviser to any other series of the Trust concerning each Fund’s transactions in securities or other assets, except for the purpose of complying with the conditions of Rules 10f-3, 12d3-1(a) and (b) and 17a-10 under the 1940 Act.