Common use of Investment Advisory and Management Services Clause in Contracts

Investment Advisory and Management Services. The Investment Adviser hereby appoints the 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 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, Sub-adviser will regularly provide the Funds with investment advice and investment management services concerning the investments of the Funds. The Sub-adviser will determine what securities or instruments shall be purchased, held or sold by the Funds and what portion of 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 based solely on information provided by the fund’s administrator, custodian or other service providers) (the "Code"), as each of the same shall be from time to time in effect or set forth in 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 Sub-adviser prior to the effective date thereof. The Investment Adviser acknowledges that the Sub-adviser is not the tax agent for the Funds. The Investment Adviser agrees and acknowledges that the Sub-adviser may from time to time, subject to the approval of the Adviser and the Board, to the extent permitted by applicable law, appoint one or more sub-sub-advisers, including, without limitation, affiliates of the Sub-adviser, to perform investment advisory services with respect to the Funds; provided, however, that the compensation of such person or persons shall be paid by the Sub-adviser and that the Sub-adviser shall be fully responsible to the Trust for the acts and omissions of any sub-sub-adviser as it is for its own acts and omissions. 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, in providing services under this Agreement, provided that Sub-Adviser remains solely responsible for the provision of services under this Agreement. The 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. Notwithstanding the foregoing, the 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. Such instructions will be given in reasonable circumstances, including, without limitation, any termination of this Agreement. The Sub-adviser will also make its officers and employees 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 Sub-adviser will furnish to the Investment Adviser and Trust’s officers and to each of its Trustees, at the 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 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 provided that the Sub-adviser shall not be deemed to be the valuation agent for the Funds. In addition, the Sub-adviser will not be liable for any loss arising out of any assistance provided by the Sub-adviser to the Investment Adviser in relation to the determination of the fair value of certain investments. In addition, the Sub-adviser will provide a quarterly certification, in the form provided by the Investment Adviser from time to time, that the Sub-adviser has managed the Funds in accordance with the provisions of this Agreement. The Sub-adviser acknowledges and agrees that the Investment Adviser may, in its discretion, provide such quarterly compliance certifications to the Board. The Sub-adviser shall also, upon the reasonable request of the Investment Adviser, provide the officers of the Funds with supporting certifications in connection with such certifications of the Funds’ financial statements and disclosure controls pursuant to the Xxxxxxxx-Xxxxx Act. The 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 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 Sub-adviser 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 Sub-adviser, with respect to securities held by the Funds. The Sub-adviser shall not be responsible for filing proofs of claim or otherwise participating in class action lawsuits with respect to securities held by the Funds. 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 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 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 Sub-adviser gives any advice to its clients concerning the shares of the Funds, the Sub-adviser will act solely as investment counsel for such clients and not in any way on behalf of the Funds. The 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 Sub-adviser may render investment advice, management and other services to others. The 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 the Funds’ transactions in securities or other assets, except for the purpose of complying with the conditions of Rule 12d3-1(a) and (b) under the 1940 Act.

Investment Advisory and Management Services. The Investment Adviser hereby appoints the 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 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, Sub-adviser will regularly provide the Funds with investment advice and investment management services concerning the investments of the Funds. The Sub-adviser will determine what securities or instruments shall be purchased, held or sold by the Funds and what portion of 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 based solely on information provided by the fund’s administrator, custodian or other service providers) (the "“Code"”), as each of the same shall be from time to time in effect or set forth in 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 Sub-adviser prior to the effective date thereof. The Investment Adviser acknowledges that the Sub-adviser is not the tax agent for the Funds. The Investment Adviser agrees and acknowledges that the Sub-adviser may from time to time, subject to the approval of the Adviser and the Board, to the extent permitted by applicable law, appoint one or more sub-sub-advisers, including, without limitation, affiliates of the Sub-adviser, to perform investment advisory services with respect to the Funds; provided, however, that the compensation of such person or persons shall be paid by the Sub-adviser and that the Sub-adviser shall be fully responsible to the Trust for the acts and omissions of any sub-sub-adviser as it is for its own acts and omissions. 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 Sub-Adviser remains solely responsible for the provision of services under this Agreement. The 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 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. Notwithstanding the foregoing, for which the Sub-adviser shall, upon written instructions from serves as subadviser and that the Investment Adviser, effect such portfolio transactions for Sub-adviser shall have no responsibilities with respect to trading or investment execution with respect to the Funds as the Investment Adviser may from time to time reasonably direct. Such instructions will be given in reasonable circumstances, including, without limitation, any termination of this AgreementFunds. The Sub-adviser will also make its officers and employees 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 Sub-adviser will furnish to the Investment Adviser and Trust’s officers and to each of its Trustees, at the 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 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 provided that the Sub-adviser shall not be deemed to be the valuation agent for the Funds. In addition, the Sub-adviser will not be liable for any loss arising out of any assistance provided by the Sub-adviser to the Investment Adviser in relation to the determination of the fair value of certain investments. In addition, the Sub-adviser will provide a quarterly certification, in the form provided by the Investment Adviser from time to time, that the Sub-adviser has managed the Funds in accordance with the provisions of this Agreement. The Sub-adviser acknowledges and agrees that the Investment Adviser may, in its discretion, provide such quarterly compliance certifications to the Board. The Sub-adviser shall also, upon the reasonable request of the Investment Adviser, provide the officers of the Funds with supporting certifications in connection with such certifications of the Funds’ financial statements and disclosure controls pursuant to the XxxxxxxxSxxxxxxx-Xxxxx Act. The 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 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 The Sub-adviser will 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 by the Funds or its agents to the Sub-adviser, with respect to securities held by the Funds. The Sub-adviser 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. In , each of which shall be the event responsibility of 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 activitiesAdviser. The 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 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 Sub-adviser gives any advice to its clients concerning the shares of the Funds, the Sub-adviser will act solely as investment counsel for such clients and not in any way on behalf of the Funds. The Sub-adviser's ’s services to the Funds pursuant to this Agreement are not to be deemed to be exclusive, and it is understood that the Sub-adviser may render investment advice, management and other services to others. The 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 the Funds’ transactions in securities or other assets, except for the purpose of complying with the conditions of Rule 12d3-1(a) and (b) under the 1940 Act.

Investment Advisory and Management Services. The Investment Adviser Fund hereby appoints engages the 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 FundsManager, and the Sub-Manager hereby agrees to act, as investment adviser hereby accepts such appointment. References for, and to “Funds” herein include a discrete portion manage the affairs, business, and the investment of the Fundsassets of, as applicablethe Fund. Subject The investment of the assets of the Fund shall at all times be subject to the supervision of the Investment Adviser, Sub-adviser will regularly provide the Funds with investment advice and investment management services concerning the investments of the Funds. The Sub-adviser will determine what securities or instruments shall be purchased, held or sold by the Funds and what portion of each Fund’s assets shall be held uninvested in cash and cash equivalents, subject always to the applicable provisions of the Trust’s Declaration Articles of Trust Incorporation, the Bylaws, the Prospectus 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) Statement of Additional Information of the Internal Revenue Code of 1986Fund, as amended based solely on information provided by the fund’s administrator, custodian or other service providers) (the "Code"), as each of the same shall be from time to time in effect or effect, and shall conform to the investment objective and policies of the Fund as set forth in the Funds’ Prospectus and Statement of Additional Information, Information of the Fund and as well as any other investment guidelines or policies interpreted from time to time by the Trust’s Board of Trustees (Directors of the “Board” or “Trustees”) or Fund. Within the Investment Adviser framework of the investment objective and policies and restrictions of the Fund, the Manager shall have the sole and exclusive responsibility for the management of the Fund portfolio and the making and execution of all investment decisions for the Fund. The Manager shall report to the Board of Directors regularly at such times and in such detail as the Board may from time to time establish and deliver determine to be appropriate, in writing order to permit the Board to determine the adherence of the Manager to the Sub-adviser prior investment policies of the Fund. The Manager shall obtain and provide investment research and supervise the Fund's investments and conduct a continuous program of investment, evaluation, and if appropriate, sale and reinvestment of the Fund's assets. The Manager shall furnish to the effective date thereof. The Investment Adviser acknowledges that the Sub-adviser is not the tax agent for the Funds. The Investment Adviser agrees and acknowledges that the Sub-adviser may from time to timeFund such statistical information, subject to the approval of the Adviser and the Board, to the extent permitted by applicable law, appoint one or more sub-sub-advisers, including, without limitation, affiliates of the Sub-adviser, to perform investment advisory services with respect to the Funds; provided, however, that investments which the compensation of such person Fund may hold or persons shall be paid by the Sub-adviser and that the Sub-adviser shall be fully responsible to the Trust for the acts and omissions of any sub-sub-adviser as it is for its own acts and omissions. The Sub-adviser maycontemplate purchasing, 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 Sub-Adviser remains solely responsible for the provision of services under this Agreement. The 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. Notwithstanding the foregoing, the 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. Such instructions will be given in reasonable circumstances, including, without limitation, any termination of this Agreement. The Sub-adviser will also make its officers and employees 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 Sub-adviser will furnish to the Investment Adviser and Trust’s officers and to each of its Trustees, at the 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 Fund may reasonably request. The Sub-Adviser Fund wishes to be informed of important developments materially affecting its portfolio and shall provide reasonable assistance expect the Manager, on its own initiative, to furnish to the Investment Adviser Fund from time to time such information as to the determination of the fair value of certain investments where market quotations are not readily available it may believe appropriate for purposes of calculating net asset value of the Funds in accordance with valuation procedures and methods established by the Trust provided that the Sub-adviser shall not be deemed to be the valuation agent for the Fundsthis purpose. In addition, the SubManager shall supply office facilities, clerical staff, and stationery and office supplies; prepare reports to the Fund's shareholders, tax returns, reports to and filings with the Securities and Exchange Commission and state blue sky authorities; and generally assist in all aspects of the Fund's operations. 5-adviser 1 The Manager hereby acknowledges that all records necessary in the operation of the Fund, including records pertaining to its shareholders and investments, are the property of the Fund, and in the event that a transfer of management or investment advisory services to someone other than the Manager should ever occur, the Manager will promptly, and at its own cost, take all steps necessary to segregate such records and deliver them to the Fund. The Manager shall exercise its best judgment in rendering the services to be provided to the Fund hereunder and the Fund agrees as an inducement to its undertaking the same that the Manager shall not be liable hereunder for any error of judgment or mistake of law or for any loss arising out of any assistance provided suffered by the Sub-adviser Fund, provided that nothing herein shall be deemed to protect or purport to protect it against any liability to the Investment Adviser Fund or to its shareholders to which the Manager would otherwise be subject by reason of willful misfeasance, bad faith or gross negligence in relation to the determination of the fair value of certain investments. In addition, the Sub-adviser will provide a quarterly certification, in the form provided by the Investment Adviser from time to time, that the Sub-adviser has managed the Funds in accordance with the provisions of this Agreement. The Sub-adviser acknowledges and agrees that the Investment Adviser may, in its discretion, provide such quarterly compliance certifications to the Board. The Sub-adviser shall also, upon the reasonable request of the Investment Adviser, provide the officers of the Funds with supporting certifications in connection with such certifications of the Funds’ financial statements and disclosure controls pursuant to the Xxxxxxxx-Xxxxx Act. The 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 its duties hereunder, or by reason of its reckless disregard of its obligations to the Trust, on behalf of the Funds, and the Investment Adviser, provide 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 Sub-adviser 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 Sub-adviser, with respect to securities held by the Funds. The Sub-adviser shall not be responsible for filing proofs of claim or otherwise participating in class action lawsuits with respect to securities held by the Funds. 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 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 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 Sub-adviser gives any advice to its clients concerning the shares of the Funds, the Sub-adviser will act solely as investment counsel for such clients and not in any way on behalf of the Funds. The 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 Sub-adviser may render investment advice, management and other services to others. The 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 the Funds’ transactions in securities or other assets, except for the purpose of complying with the conditions of Rule 12d3-1(a) and (b) under the 1940 Actduties hereunder.

Investment Advisory and Management Services. The Investment Adviser Trust hereby appoints engages the 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 FundsAdviser, and the Sub-Adviser hereby agrees to act, as investment adviser hereby accepts such appointment. References for, and to “Funds” herein include a discrete portion manage the affairs, business, and the investment of the Fundsassets of, as applicable. Subject the Fund(s). (a) The investment of the assets of the Fund(s) shall at all times be subject to the supervision of the Investment Adviser, Sub-adviser will regularly provide the Funds with investment advice and investment management services concerning the investments of the Funds. The Sub-adviser will determine what securities or instruments shall be purchased, held or sold by the Funds and what portion of each Fund’s assets shall be held uninvested in cash and cash equivalents, subject always to the applicable provisions of the Trust’s Agreement and 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 based solely on information provided by the fund’s administrator, custodian or other service providers) Trust (the "CodeDeclaration"), as each the Bylaws of the same shall be Trust (the "Bylaws"), the Prospectus and the Statement of Additional Information of the Fund(s), as from time to time in effect or (collectively the "Prospectus"), and shall conform to the investment objective and policies of the Fund(s) as set forth in 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 interpreted from time to time establish and deliver in writing to the Sub-adviser prior to the effective date thereof. The Investment Adviser acknowledges that the Sub-adviser is not the tax agent for the Funds. The Investment Adviser agrees and acknowledges that the Sub-adviser may from time to time, subject to the approval of the Adviser and the Board, to the extent permitted by applicable law, appoint one or more sub-sub-advisers, including, without limitation, affiliates of the Sub-adviser, to perform investment advisory services with respect to the Funds; provided, however, that the compensation of such person or persons shall be paid by the Sub-adviser and that the Sub-adviser shall be fully responsible to the Trust for the acts and omissions of any sub-sub-adviser as it is for its own acts and omissions. 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, in providing services under this Agreement, provided that Sub-Adviser remains solely responsible for the provision of services under this Agreement. The 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. Notwithstanding the foregoing, the 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. Such instructions will be given in reasonable circumstances, including, without limitation, any termination of this Agreement. The Sub-adviser will also make its officers and employees 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"Board"). Within the framework of the investment objective and policies and restrictions of the Fund(s), the Sub-adviser will furnish Adviser shall have the sole and exclusive responsibility for the management of a Fund's portfolio and the making and execution of all investment decisions for the Fund(s). The Adviser shall report to the Investment Adviser Board regularly at such times and Trust’s officers and to each of its Trustees, at the 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 Board may from time to time determine to be appropriate, in order to permit the Board to determine the adherence of the Adviser to the investment policies of the Fund(s). (b) The Adviser shall obtain and provide investment research and supervise a Fund's investments and conduct a continuous program of investment, evaluation, and if appropriate, sale and reinvestment of a Fund's assets. The Adviser shall furnish to the Fund(s) such statistical information, with respect to the investments which the Fund(s) may hold or contemplate purchasing, as the Investment Adviser Fund(s) may reasonably request. The Sub-Adviser Fund(s) shall provide reasonable assistance be informed of important developments materially affecting their portfolios and shall expect the Adviser, on its own initiative, to furnish to the Investment Adviser Fund(s) from time to time such information as to the determination of the fair value of certain investments where market quotations are not readily available it may believe appropriate for purposes of calculating net asset value of the Funds in accordance with valuation procedures and methods established by the Trust provided that the Sub-adviser shall not be deemed to be the valuation agent for the Funds. this purpose. (c) In addition, the Sub-adviser will not be liable for any loss arising out of any assistance provided by the Sub-adviser Adviser shall supply office facilities, clerical staff, and stationery and office supplies; prepare reports to the Investment Adviser in relation a Fund's shareholders, tax returns, reports to the determination of the fair value of certain investments. In addition, the Sub-adviser will provide a quarterly certification, in the form provided by the Investment Adviser from time to time, that the Sub-adviser has managed the Funds in accordance and filings with the provisions of this Agreement. The Sub-adviser acknowledges Securities and agrees that the Investment Adviser may, Exchange Commission ("SEC") and state blue sky authorities; and generally assist in its discretion, provide such quarterly compliance certifications to the Board. The Sub-adviser shall also, upon the reasonable request of the Investment Adviser, provide the officers of the Funds with supporting certifications in connection with such certifications of the Funds’ financial statements and disclosure controls pursuant to the Xxxxxxxx-Xxxxx Act. The 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 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 Sub-adviser 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 Sub-adviser, with respect to securities held by the Funds. The Sub-adviser shall not be responsible for filing proofs of claim or otherwise participating in class action lawsuits with respect to securities held by the Funds. In the event the Investment Adviser or custodian engages in securities lending activities on behalf aspects 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 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 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 Sub-adviser gives any advice to its clients concerning the shares of the Funds, the Sub-adviser will act solely as investment counsel for such clients and not in any way on behalf of the Funds. The 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 Sub-adviser may render investment advice, management and other services to others. The 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 the Funds’ transactions in securities or other assets, except for the purpose of complying with the conditions of Rule 12d3-1(a) and (b) under the 1940 Actoperations.

Investment Advisory and Management Services. The Investment Company hereby engages the Adviser, and the Adviser hereby appoints agrees to act as investment adviser for, and to manage the Subaffairs, business and the investment of the assets of the Voyageur Financial Institutions ("VFI") Intermediate Duration Portfolio and the VFI Core Portfolio series of the Company (each a "Fund" and, collectively, the "Funds"). The investment of the assets of each Fund shall at all times be subject to the applicable provisions of the Articles of Incorporation and Bylaws of the Company and the Registration Statement on Form N1-A of the Funds and any representations contained in the Prospectus and Statement of Additional Information of the Funds and shall conform to the policies and purposes of each Fund as set forth in such Registration Statement, Prospectus and Statement of Additional Information and (a) as interpreted from time to time by the Board of Directors of the Company and (b) as may be amended or limited from time to time by such Board of Directors and/or the shareholders of each Fund as permitted by the Investment Company Act of 1940, as amended. Within the framework of the investment policies of each Fund, and subject to such other limitations and directions as the Board of Directors may from time to time prescribe, the Adviser shall have the sole and exclusive responsibility for the management of each Fund's assets and the making and execution of all investment decisions for each Fund, provided that the Adviser shall be authorized to retain a sub-adviser to serve as a subadviser assist the Adviser in furnishing investment advice to each Fund, and provided further that the Funds or, where the Funds have multiple subadvisers (as determined Adviser shall be responsible for monitoring compliance by the Investment Adviser sub-adviser with the investment policies and restrictions of each Fund and with such other limitations or directions as the Board of Directors of the Company may from time to time), a discrete portion time prescribe. The Adviser shall report to the Board of Directors of the FundsCompany regularly at such times and in such detail as the Board may from time to time determine to be appropriate, in order to permit the Board to determine the adherence of the Adviser to the investment policies of each Fund. The Adviser shall, at its own expense, furnish the Company with suitable office space, and the Sub-adviser hereby accepts such appointment. References to “Funds” herein include a discrete portion of the Fundsall necessary office facilities, as applicable. Subject to the supervision of the Investment Adviser, Sub-adviser will regularly provide the Funds with investment advice equipment and investment management services concerning personnel for servicing the investments of the Funds. The Sub-adviser will determine what securities or instruments Adviser shall be purchasedarrange, held or sold if requested by the Funds Company, for officers, employees or other Affiliated Persons (as defined in Section 2(a)(3) of the Investment Company Act of 1940, as amended and what portion the rules, regulations and releases relating thereto) of the Adviser to serve without compensation from the Company as directors, officers or employees of the Company if duly elected to such positions by Fund shareholders or directors of the Company. The Adviser hereby acknowledges that all records necessary in the operation of each Fund’s assets shall be held uninvested in cash , including records pertaining to its shareholders and cash equivalentsinvestments, subject always to are the provisions property of the Trust’s Declaration of Trust and By-laws and the 1940 ActCompany, 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 based solely on information provided by the fund’s administrator, custodian or other service providers) (the "Code"), as each of the same shall be from time to time in effect or set forth in the Funds’ Prospectus and Statement event that a transfer of Additional Information, as well as any other investment guidelines management 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 Sub-adviser prior to the effective date thereof. The Investment Adviser acknowledges that the Sub-adviser is not the tax agent for the Funds. The Investment Adviser agrees and acknowledges that the Sub-adviser may from time to time, subject to the approval of the Adviser and the Board, to the extent permitted by applicable law, appoint one or more sub-sub-advisers, including, without limitation, affiliates of the Sub-adviser, to perform investment advisory services with respect to someone other than the Adviser should ever occur, the Adviser will promptly, and at its own cost, take all steps necessary to segregate such records and deliver them to the Funds; provided, however, that the compensation of such person or persons shall be paid by the Sub-adviser and that the Sub-adviser shall be fully responsible to the Trust for the acts and omissions of any sub-sub-adviser as it is for its own acts and omissions. 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, in providing services under this Agreement, provided that Sub-Adviser remains solely responsible for the provision of services under this Agreement. The 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. Notwithstanding the foregoing, the 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. Such instructions will be given in reasonable circumstances, including, without limitation, any termination of this Agreement. The Sub-adviser will also make its officers and employees 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 Sub-adviser will furnish to the Investment Adviser and Trust’s officers and to each of its Trustees, at the 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 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 provided that the Sub-adviser shall not be deemed to be the valuation agent for the Funds. In addition, the Sub-adviser will not be liable for any loss arising out of any assistance provided by the Sub-adviser to the Investment Adviser in relation to the determination of the fair value of certain investments. In addition, the Sub-adviser will provide a quarterly certification, in the form provided by the Investment Adviser from time to time, that the Sub-adviser has managed the Funds in accordance with the provisions of this Agreement. The Sub-adviser acknowledges and agrees that the Investment Adviser may, in its discretion, provide such quarterly compliance certifications to the Board. The Sub-adviser shall also, upon the reasonable request of the Investment Adviser, provide the officers of the Funds with supporting certifications in connection with such certifications of the Funds’ financial statements and disclosure controls pursuant to the Xxxxxxxx-Xxxxx Act. The 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 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 Sub-adviser 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 Sub-adviser, with respect to securities held by the Funds. The Sub-adviser shall not be responsible for filing proofs of claim or otherwise participating in class action lawsuits with respect to securities held by the Funds. 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 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 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 Sub-adviser gives any advice to its clients concerning the shares of the Funds, the Sub-adviser will act solely as investment counsel for such clients and not in any way on behalf of the Funds. The 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 Sub-adviser may render investment advice, management and other services to others. The 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 the Funds’ transactions in securities or other assets, except for the purpose of complying with the conditions of Rule 12d3-1(a) and (b) under the 1940 ActCompany.

Investment Advisory and Management Services. The Investment Adviser Trust hereby appoints engages the 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 FundsAdviser, and the Sub-Adviser hereby agrees to act, as investment adviser hereby accepts such appointment. References for, and to “Funds” herein include a discrete portion manage the affairs, business, and the investment of the Fundsassets of, as applicable. Subject each of the Fund(s) of the Trust on whose behalf the Trust executes an Exhibit to this Agreement. (a) The investment of the assets of the Fund(s) shall at all times be subject to the supervision of the Investment Adviser, Sub-adviser will regularly provide the Funds with investment advice and investment management services concerning the investments of the Funds. The Sub-adviser will determine what securities or instruments shall be purchased, held or sold by the Funds and what portion of each Fund’s assets shall be held uninvested in cash and cash equivalents, subject always to the applicable provisions of the Trust’s Agreement and 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 based solely on information provided by the fund’s administrator, custodian or other service providers) Trust (the "CodeDeclaration"), as each the Bylaws of the same shall be Trust (the "Bylaws"), the Prospectus and the Statement of Additional Information of the Fund(s), as from time to time in effect or (collectively the "Prospectus"), and shall conform to the investment objective and policies of the Fund(s) as set forth in 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 interpreted from time to time establish and deliver in writing to the Sub-adviser prior to the effective date thereof. The Investment Adviser acknowledges that the Sub-adviser is not the tax agent for the Funds. The Investment Adviser agrees and acknowledges that the Sub-adviser may from time to time, subject to the approval of the Adviser and the Board, to the extent permitted by applicable law, appoint one or more sub-sub-advisers, including, without limitation, affiliates of the Sub-adviser, to perform investment advisory services with respect to the Funds; provided, however, that the compensation of such person or persons shall be paid by the Sub-adviser and that the Sub-adviser shall be fully responsible to the Trust for the acts and omissions of any sub-sub-adviser as it is for its own acts and omissions. 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, in providing services under this Agreement, provided that Sub-Adviser remains solely responsible for the provision of services under this Agreement. The 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. Notwithstanding the foregoing, the 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. Such instructions will be given in reasonable circumstances, including, without limitation, any termination of this Agreement. The Sub-adviser will also make its officers and employees 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"Board"). Within the framework of the investment objective and policies and restrictions of the Fund(s), the Sub-adviser will furnish Adviser shall have the sole and exclusive responsibility for the management of a Fund's portfolio and the making and execution of all investment decisions for the Fund(s). The Adviser shall report to the Investment Adviser Board regularly at such times and Trust’s officers and to each of its Trustees, at the 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 Board may from time to time determine to be appropriate, in order to permit the Board to determine the adherence of the Adviser to the investment policies of the Fund(s). (b) The Adviser shall obtain and provide investment research and supervise a Fund's investments and conduct a continuous program of investment, evaluation, and if appropriate, sale and reinvestment of a Fund's assets. The Adviser shall furnish to the Fund(s) such statistical information, with respect to the investments which the Fund(s) may hold or contemplate purchasing, as the Investment Adviser Fund(s) may reasonably request. The Sub-Adviser Fund(s) shall provide reasonable assistance be informed of important developments materially affecting their portfolios and shall expect the Adviser, on its own initiative, to furnish to the Investment Adviser Fund(s) from time to time such information as to the determination of the fair value of certain investments where market quotations are not readily available it may believe appropriate for purposes of calculating net asset value of the Funds in accordance with valuation procedures and methods established by the Trust provided that the Sub-adviser shall not be deemed to be the valuation agent for the Funds. this purpose. (c) In addition, the Sub-adviser will not be liable for any loss arising out of any assistance provided by the Sub-adviser Adviser shall supply office facilities, clerical staff, and stationery and office supplies; prepare reports to the Investment Adviser in relation a Fund's shareholders, tax returns, reports to the determination of the fair value of certain investments. In addition, the Sub-adviser will provide a quarterly certification, in the form provided by the Investment Adviser from time to time, that the Sub-adviser has managed the Funds in accordance and filings with the provisions of this Agreement. The Sub-adviser acknowledges Securities and agrees that the Investment Adviser may, Exchange Commission ("SEC") and state blue sky authorities; and generally assist in its discretion, provide such quarterly compliance certifications to the Board. The Sub-adviser shall also, upon the reasonable request of the Investment Adviser, provide the officers of the Funds with supporting certifications in connection with such certifications of the Funds’ financial statements and disclosure controls pursuant to the Xxxxxxxx-Xxxxx Act. The 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 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 Sub-adviser 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 Sub-adviser, with respect to securities held by the Funds. The Sub-adviser shall not be responsible for filing proofs of claim or otherwise participating in class action lawsuits with respect to securities held by the Funds. In the event the Investment Adviser or custodian engages in securities lending activities on behalf aspects 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 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 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 Sub-adviser gives any advice to its clients concerning the shares of the Funds, the Sub-adviser will act solely as investment counsel for such clients and not in any way on behalf of the Funds. The 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 Sub-adviser may render investment advice, management and other services to others. The 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 the Funds’ transactions in securities or other assets, except for the purpose of complying with the conditions of Rule 12d3-1(a) and (b) under the 1940 Actoperations.

Investment Advisory and Management Services. The Investment Adviser hereby appoints the 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 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, Sub-adviser will regularly provide the Funds with investment advice and investment management services concerning the investments of the Funds. The Sub-adviser will determine what securities or instruments shall be purchased, held or sold by the Funds and what portion of 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 based solely on information provided by the fund’s administrator, custodian or other service providers) (the "Code"), as each of the same shall be from time to time in effect or set forth in 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 Sub-adviser prior to the effective date thereof. The Investment Adviser acknowledges that the Sub-adviser is not the tax agent for the Funds. The Investment Adviser agrees and acknowledges that the Sub-adviser may from time to time, subject to the approval of the Adviser and the Board, to the extent permitted by applicable law, appoint one or more sub-sub-advisers, including, without limitation, affiliates of the Sub-adviser, to perform investment advisory services with respect to the Funds; provided, however, that the compensation of such person or persons shall be paid by the Sub-adviser and that the Sub-adviser shall be fully responsible to the Trust for the acts and omissions of any sub-sub-adviser as it is for its own acts and omissions. 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 Sub-Adviser remains solely responsible for the provision of services under this Agreement. The 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. Notwithstanding the foregoing, the 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. Such instructions will be given in reasonable circumstances, including, without limitation, any termination of this Agreement. The Sub-adviser will also make its officers and employees 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 Sub-adviser will furnish to the Investment Adviser and Trust’s officers and to each of its Trustees, at the 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 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 provided that the Sub-adviser shall not be deemed to be the valuation agent for the Funds. In addition, the Sub-adviser will not be liable for any loss arising out of any assistance provided by the Sub-adviser to the Investment Adviser in relation to the determination of the fair value of certain investments. In addition, the Sub-adviser will provide a quarterly certification, in the form provided by the Investment Adviser from time to time, that the Sub-adviser has managed the Funds in accordance with the provisions of this Agreement. The Sub-adviser acknowledges and agrees that the Investment Adviser may, in its discretion, provide such quarterly compliance certifications to the Board. The Sub-adviser shall also, upon the reasonable request of the Investment Adviser, provide the officers of the Funds with supporting certifications in connection with such certifications of the Funds’ financial statements and disclosure controls pursuant to the Xxxxxxxx-Xxxxx Act. The 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 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 Sub-adviser 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 Sub-adviser, with respect to the securities held by the Funds. The Sub-adviser shall not be responsible for filing proofs of claim or otherwise participating in class action lawsuits with respect to securities held by the Funds. 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 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 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 Sub-adviser gives any advice to its clients concerning the shares of the Funds, the Sub-adviser will act solely as investment counsel for such clients and not in any way on behalf of the Funds. The 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 Sub-adviser may render investment advice, management and other services to others. The 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 the Funds’ transactions in securities or other assets, except for the purpose of complying with the conditions of Rule 12d3-1(a) and (b) under the 1940 Act.