Common use of Investment Advisory Duties Clause in Contracts

Investment Advisory Duties. Subject to the supervision of the Board of Trustees of the Trust and the Manager, the Sub-adviser will, in coordination with the Manager, (a) provide a program of continuous investment management for the Portfolio in accordance with the Portfolio's investment objectives, policies and limitations as stated in the Portfolio's Prospectus and Statement of Additional Information included as part of the Trust's Registration Statement on behalf of the Portfolio filed with the Securities and Exchange Commission, as they may be amended from time to time, copies of which shall be provided to the Sub-adviser by the Manager; (b) make investment decisions for the Portfolio; and (c) place orders to purchase and sell securities for the Portfolio. In particular, the Sub-adviser will be responsible for the market timing of purchases and sales and for all yield enhancement strategies used in managing the Portfolio. In performing its investment management services to the Portfolio hereunder, the Sub-adviser will provide the Portfolio with ongoing investment guidance and policy direction. The Sub-adviser will determine the securities, instruments, repurchase agreements, options and other investments and techniques that the Portfolio will purchase, sell, enter into or use, and will provide an ongoing evaluation of the Portfolio. The Sub-adviser will determine what portion of the Portfolio shall be invested in securities and other assets. The Sub-adviser further agrees that, in performing its duties hereunder, it will: (a) comply with the 1940 Act and all rules and regulations thereunder, the Advisers Act, applicable sections of the Internal Revenue Code of 1986, as amended (the "Code"), and all other applicable federal and state laws and regulations, and with any applicable procedures adopted by the Trustees; (b) manage the Portfolio so that it will qualify, and continue to qualify (except where extraordinary circumstances dictate otherwise), as a regulated investment company under Subchapter M of the Code and regulations issued thereunder; (c) place orders pursuant to its investment determinations for the Portfolio directly with the issuer, or with any broker or dealer the Sub-adviser may choose, in accordance with applicable policies expressed in the Portfolio's Prospectus and/or Statement of Additional Information and in accordance with applicable legal requirements; (d) furnish to the Trust whatever statistical information the Trust may reasonably request in writing with respect to the Portfolio's assets or contemplated investments. In addition, the Sub-adviser will keep the Trust and the Trustees informed of developments materially affecting the Portfolio and shall, on the Sub-adviser's own initiative, furnish to the Trust from time to time whatever information the Sub-adviser believes appropriate for this purpose; (e) make available to the Manager and the Trust, promptly upon their written request, such copies of its investment records and ledgers with respect to the Portfolio as may be required to assist the Manager and the Trust in their compliance with applicable laws and regulations. The Sub-adviser will furnish the Trustees with such periodic and special reports regarding the Portfolio as they may reasonably request in writing; (f) immediately notify the Manager and the Trust in the event that the Sub-adviser or any of its affiliates: (1) becomes aware that it is subject to a statutory disqualification that prevents the Sub-adviser from serving as an investment adviser pursuant to this Sub-advisory Agreement; or (2) becomes aware that it is the subject of an administrative proceeding or enforcement action by the SEC or other regulatory authority. The Sub-adviser further agrees to notify the Trust and the Manager promptly if any statement regarding the Sub-adviser contained in the Trust's Registration Statement with respect to the Portfolio, or any amendment or supplement thereto, becomes untrue or incomplete in any material respect. In performing its duties under this Agreement, the Sub-adviser shall manage and invest the Portfolio's assets in accordance with the Portfolio's investment objectives, policies and restrictions as well as applicable federal and state securities laws, based upon instructions as may be provided to the Sub-adviser by the Manager, the Portfolio's administrator, accountant, custodian or other agent designated by the Manager as responsible for testing compliance of the Portfolio (the "Compliance Agent"). The Sub-adviser further agrees to manage and invest the Portfolio's assets in accordance with instructions as may be provided to the Sub-adviser from time to time by the Manager or the Compliance Agent in an effort to ensure that the Portfolio meets and maintains, so long as required by the Code, the requirements for qualification as a regulated investment company under Subchapter M of the Code and regulations issued thereunder. In fulfilling its obligations under this Agreement, the Sub-adviser shall be entitled to reasonably rely on and act in accordance with instructions provided by the Manager or Compliance Agent.

Investment Advisory Duties. Subject to the supervision of the Board of Trustees of the Trust and the ManagerAdvisor, the Sub-adviser Advisor will, in coordination with the ManagerAdvisor as described below, (a) provide a program of continuous investment management for the Portfolio in accordance with the Portfolio's investment objectives, policies and limitations as stated in the Portfolio's Prospectus and Statement of Additional Information included as part of the Trust's Registration Statement on behalf of the Portfolio filed with the Securities and Exchange Commission, as they may be amended from time to time, copies of which shall be provided to the Sub-adviser by the ManagerFund; (b) make investment decisions for the PortfolioFund; and (c) place orders to purchase and sell securities for the Portfolio. In particularFund in accordance with the Fund’s investment objectives, policies and limitations as stated in the Fund’s current Prospectus and Statement of Additional Information as provided to the Sub-adviser will Advisor by the Advisor, as they may be responsible for amended from time to time; provided, that the market timing of purchases and sales and for all yield enhancement strategies used in managing the Portfolio. In performing its investment management services to the Portfolio hereunder, Advisor shall provide the Sub-adviser will provide the Portfolio with ongoing Advisor reasonable advance notice of any change to such investment guidance objectives, policies and policy directionlimitations. The Sub-adviser will determine the securities, instruments, repurchase agreements, options and other investments and techniques that the Portfolio will purchase, sell, enter into or use, and will provide an ongoing evaluation of the Portfolio. The Sub-adviser will determine what portion of the Portfolio shall be invested in securities and other assets. The Sub-adviser Advisor further agrees that, in performing its duties hereunder, it will: (a) with regard to its activities under this Agreement, use reasonable efforts to comply in all material respects with the applicable provisions of the 1940 Act Act, the Advisers Act, and all applicable rules and regulations thereunder, the Advisers Act, applicable sections of the U.S. Internal Revenue Code of 1986, as amended (the "“Code"), ”) and all other applicable federal and state laws and regulations, and with any applicable procedures adopted by the Trustees, as they may be amended from time to time, provided that written copies of such procedures and amendments thereto are provided to the Sub-Advisor by the Advisor; (b) use reasonable efforts to manage the Portfolio Fund so that it will qualify, and continue to qualify (except where extraordinary circumstances dictate otherwise)qualify, as a regulated investment company under Subchapter M of the Code and regulations issued thereunder; provided, however, the Sub-Advisor shall not be responsible for the tax effect of any decisions made by or any actions taken by any person other than the Sub-Advisor; (c) place orders pursuant to its investment determinations for the Portfolio directly with the issuer, or with any broker or dealer the Sub-adviser may chooseFund, in accordance with applicable policies expressed in the Portfolio's Fund’s Prospectus and/or Statement of Additional Information or otherwise established through written guidelines established by the Fund and in accordance with applicable legal requirementsprovided to the Sub-Advisor by the Advisor, including without limitation, Section 4 hereof; (d) furnish to the Trust and the Advisor whatever statistical information the Trust or the Advisor may reasonably request in writing with respect to the Portfolio's Fund’s assets or contemplated investments. In addition, the Sub-adviser Advisor will keep the Trust Trust, the Advisor and the Trustees informed of developments which the Sub-Advisor reasonably believes will materially affecting affect the Portfolio Fund’s portfolio and shall, on the Sub-adviser's Advisor’s own initiative, furnish to the Trust Fund from time to time whatever information the Sub-adviser Advisor believes appropriate for this purpose; (e) make available to the Manager Fund’s administrator (the “Administrator”), the Advisor and the Trust, promptly upon their written request, such copies of its investment records and ledgers with respect to the Portfolio Fund as may reasonably be required to assist the Manager Advisor, the Administrator and the Trust in their compliance with applicable laws and regulations. The Sub-adviser Advisor will furnish the Trustees Trustees, the Administrator, the Advisor and the Trust with such periodic and special reports regarding the Portfolio Fund as they may reasonably request in writingrequest; (f) meet periodically with the Advisor and the Trustees, in person or by teleconference, to explain its investment management activities, and any reports related to the Fund as may reasonably be requested by the Advisor and/or the Trust; (g) immediately notify the Manager Advisor, in writing, of the receipt of any notice of a class action proceeding related to the Fund or any other action or proceeding in which the Advisor or the Fund may be entitled to participate as a result of the Fund’s securities holdings. The Sub-Advisor shall have no responsibility for filing claims on behalf of the Advisor or the Trust with respect to any such actions. The Sub-Advisor’s responsibility with respect to such matters shall be to comply with the foregoing notification obligations and to cooperate with the Advisor and the Trust in making such filings, which shall include providing any relevant information regarding the Fund’s securities holdings to the Advisor. (h) provide assistance to the Advisor, custodian or recordkeeping agent for the Fund in determining or confirming, consistent with the procedures and policies stated in the Fund’s valuation procedures and/or Registration Statement, the value of any portfolio securities or other assets of the Fund for which the Advisor, custodian or recordkeeping agent seeks assistance from the Sub-Advisor or identifies for review by the Sub-Advisor. This assistance includes (but is not limited to): (i) designating an employee of the Sub-Advisor for consultation when the Trustees convene; (ii) notifying the Advisor in the event the Sub-Advisor determines, with respect to a security that is held both by the Fund and by another account managed by the Sub-Advisor, to price the security pursuant to such other account’s policies and procedures for determining the fair value of a security; (iii) obtaining bids and offers or quotes from broker/dealers or market-makers with respect to securities held by the Fund, upon the request of the Advisor; (iv) verifying pricing and providing fair valuations or recommendations for fair valuation in accordance with the Fund’s valuation procedures, as they may be amended from time to time; and (v) maintaining adequate records and written backup information with respect to the securities valuation services provided hereunder, and providing such information to the Advisor upon request. (i) assist the Advisor, the Fund, and any of its or their trustees, directors, officers, and/or employees in complying with the provisions of the Xxxxxxxx-Xxxxx Act of 2002 to the extent such provisions relate to the services to be provided by, and obligations of, the Sub-Advisor hereunder. Specifically, and without limitation to the foregoing, the Sub-Advisor agrees to provide certifications to the principal executive and financial officers of the Fund that correspond to and/or filing of the Fund’s Form N-CSRs. N-Qs, N-SARs, shareholder reports, financial statements, and other disclosure documents or regulatory filings, in such form and content as the Advisor shall reasonably request or as in accordance with procedures adopted by the Trust. (j) assist the Fund, and accordingly, the Trust’s Chief Compliance Officer (“CCO”) in complying with Rule 38a-1 under the 1940 Act. Specifically, the Sub-Advisor represents and warrants that it shall maintain a compliance program in accordance with the requirements of Rule 206(4)-7 under the Advisers Act, and shall provide the CCO with reasonable access to information regarding the Sub-Advisor’s compliance program, which access shall include on-site visits with the Sub-Advisor as may be reasonably requested from time to time. In connection with the periodic review and annual report required to be prepared by the CCO pursuant to Rule 38a-1, the Sub-Advisor agrees to provide certifications as may be reasonably requested by the CCO related to the design and implementation of the Sub-Advisor’s compliance program. (k) provide assistance as may be reasonably requested by the Advisor in connection with compliance by the Fund with any current or future legal and regulatory requirements related to the services provided by the Sub-Advisor hereunder. (l) immediately notify the Advisor and the Fund to the extent required by applicable law in the event that the Sub-adviser Advisor or any of its affiliates: (1) becomes aware that it is subject to a statutory disqualification that prevents the Sub-adviser Advisor from serving as an investment adviser advisor pursuant to this Sub-advisory Agreement; or (2) becomes aware that it is the subject of an administrative proceeding or enforcement action by the SEC Securities and Exchange Commission (“SEC”) or other regulatory authority. The Advisor recognizes that it may not be reasonable in all cases for the Sub-adviser Advisor to be aware of all administrative proceedings or enforcement actions by the SEC or other regulatory authority concerning its affiliates. The Sub-Advisor further agrees to notify the Trust Fund and the Manager promptly if Advisor immediately of any statement regarding material fact known to the Sub-adviser contained in the Trust's Registration Statement with respect Advisor respecting or relating to the Portfolio, Sub-Advisor that would make any written information previously provided to the Advisor materially inaccurate or incomplete or if any amendment or supplement thereto, such written information becomes untrue or incomplete in any material respect. In performing its duties under this Agreement, ; (m) immediately notify the Advisor if the Sub-adviser Advisor suffers a material adverse change in its business that would materially impair its ability to perform its relevant duties for the Fund. For the purposes of this paragraph, a “material adverse change” shall manage include, but is not limited to, a material loss of assets or accounts under management or the departure of senior investment professionals to the extent such professionals are not replaced promptly with professionals of comparable experience and invest the Portfolio's assets in accordance with the Portfolio's investment objectives, policies and restrictions as well as applicable federal and state securities laws, based upon instructions as quality; (n) use no inside information that may be provided in its possession in making investment decisions for the Fund, nor seek to obtain any such information; and (o) use its best judgment and efforts in rendering the Sub-adviser advice and services contemplated by the Manager, the Portfolio's administrator, accountant, custodian or other agent designated by the Manager as responsible for testing compliance of the Portfolio (the "Compliance Agent"). The Sub-adviser further agrees to manage and invest the Portfolio's assets in accordance with instructions as may be provided to the Sub-adviser from time to time by the Manager or the Compliance Agent in an effort to ensure that the Portfolio meets and maintains, so long as required by the Code, the requirements for qualification as a regulated investment company under Subchapter M of the Code and regulations issued thereunder. In fulfilling its obligations under this Agreement, the Sub-adviser shall be entitled to reasonably rely on and act in accordance with instructions provided by the Manager or Compliance Agent.

Investment Advisory Duties. Subject to the supervision of the Board of Trustees of the Trust and the ManagerAdvisor, the Sub-adviser Advisor will, in coordination with the Manager, Advisor as described below: (a) provide a program of continuous investment management for the Portfolio in accordance with the Portfolio's investment objectives, policies and limitations as stated in the Portfolio's Prospectus and Statement of Additional Information included as part of the Trust's Registration Statement on behalf of the Portfolio filed with the Securities and Exchange Commission, as they may be amended from time to time, copies of which shall be provided to the Sub-adviser by the ManagerFund; (b) make investment decisions for the PortfolioFund; and (c) place orders to purchase and sell securities for the Portfolio. In particularFund in accordance with the Fund’s investment objectives, policies and limitations as stated in the Fund’s current Prospectus and Statement of Additional Information as provided to the Sub-adviser will Advisor by the Advisor, as they may be responsible for amended from time to time; provided, that the market timing of purchases and sales and for all yield enhancement strategies used in managing the Portfolio. In performing its investment management services to the Portfolio hereunder, Advisor shall provide the Sub-adviser will provide the Portfolio with ongoing Advisor reasonable advance notice of any change to such investment guidance objectives, policies and policy directionlimitations. The Sub-adviser will determine the securities, instruments, repurchase agreements, options and other investments and techniques that the Portfolio will purchase, sell, enter into or use, and will provide an ongoing evaluation of the Portfolio. The Sub-adviser will determine what portion of the Portfolio shall be invested in securities and other assets. The Sub-adviser Advisor further agrees that, in performing its duties hereunder, it will: (a) with regard to its activities under this Agreement, use reasonable efforts to comply in all material respects with the applicable provisions of the 1940 Act Act, the Advisers Act, and all applicable rules and regulations thereunder, the Advisers Act, applicable sections of the U.S. Internal Revenue Code of 1986, as amended (the "“Code"”), and all other applicable federal and state laws and regulations, and with any applicable procedures adopted by the Trustees, as they may be amended from time to time, provided that written copies of such procedures and amendments thereto are provided to the Sub-Advisor by the Advisor; (b) use reasonable efforts to manage the Portfolio Fund so that it will qualify, and continue to qualify (except where extraordinary circumstances dictate otherwise)qualify, as a regulated investment company under Subchapter M of the Code and regulations issued thereunder; provided, however, the Sub-Advisor shall not be responsible for the tax effect of any decisions made by or any actions taken by any person other than the Sub-Advisor; (c) place orders pursuant to its investment determinations for the Portfolio directly with the issuer, or with any broker or dealer the Sub-adviser may chooseFund, in accordance with applicable policies expressed in the Portfolio's Fund’s Prospectus and/or Statement of Additional Information or otherwise established through written guidelines established by the Fund and in accordance with applicable legal requirementsprovided to the Sub-Advisor by the Advisor, including without limitation, Section 4 hereof; (d) furnish to the Trust and the Advisor whatever statistical information the Trust or the Advisor may reasonably request in writing with respect to the Portfolio's Fund’s assets or contemplated investments. In addition, the Sub-adviser Advisor will keep the Trust Trust, the Advisor and the Trustees informed of developments that the Sub-Advisor reasonably believes will materially affecting affect the Portfolio Fund’s portfolio, and shall, on the Sub-adviser's Advisor’s own initiative, furnish to the Trust from time to time whatever information the Sub-adviser Advisor believes appropriate for this purpose; (e) make available to the Manager Fund’s administrator (the “Administrator”), the Advisor and the Trust, promptly upon their written request, such copies of its investment records and ledgers with respect to the Portfolio Fund as may reasonably be required to assist the Manager Advisor, the Administrator and the Trust in their compliance with applicable laws and regulations. The Sub-adviser Advisor will furnish the Trustees Trustees, the Administrator, the Advisor and the Trust with such periodic and special reports regarding the Portfolio Fund as they may reasonably request in writingrequest; (f) meet periodically with the Advisor and the Trustees, in person or by teleconference, to explain its investment management activities, and any reports related to the Fund as may reasonably be requested by the Advisor and/or the Trust; (g) immediately notify the Manager Advisor, in writing, of the receipt of any notice of a class action proceeding related to the Fund or any other action or proceeding in which the Advisor or the Fund may be entitled to participate as a result of the Fund’s securities holdings. The Sub-Advisor shall have no responsibility for filing claims on behalf of the Advisor or the Trust with respect to any such actions. The Sub-Advisor’s responsibility with respect to such matters shall be to comply with the foregoing notification obligations and to cooperate with the Advisor and the Trust in making such filings, which shall include providing any relevant information regarding the Fund’s securities holdings to the Advisor; (h) provide assistance to the Advisor, custodian or recordkeeping agent for the Fund in determining or confirming, consistent with the procedures and policies stated in the Fund’s valuation procedures and/or Registration Statement, the value of any portfolio securities or other assets of the Fund for which the Advisor, custodian or recordkeeping agent seeks assistance from the Sub-Advisor or identifies for review by the Sub-Advisor. This assistance includes (but is not limited to): (i) designating an employee of the Sub-Advisor for consultation when the Trustees convene; (ii) notifying the Advisor in the event the Sub-Advisor determines, with respect to a security that is held both by the Fund and by another account managed by the Sub-Advisor, to price the security pursuant to such other account’s policies and procedures for determining the fair value of a security; (iii) obtaining bids and offers or quotes from broker/dealers or market-makers with respect to securities held by the Fund, upon the request of the Advisor; (iv) verifying pricing and providing fair valuations or recommendations for fair valuation in accordance with the Fund’s valuation procedures, as they may be amended from time to time; and (v) maintaining adequate records and written backup information with respect to the securities valuation services provided hereunder, and providing such information to the Advisor upon request; (i) assist the Advisor, the Fund, and any of its or their trustees, directors, officers, and/or employees in complying with the provisions of the Xxxxxxxx-Xxxxx Act of 2002 to the extent such provisions relate to the services to be provided by, and obligations of, the Sub-Advisor hereunder. Specifically, and without limitation to the foregoing, the Sub-Advisor agrees to provide certifications to the principal executive and financial officers of the Fund that correspond to the drafting and/or filing of the Fund’s Form N-CSRs. N-Qs, N-SARs, shareholder reports, financial statements, and other disclosure documents or regulatory filings, in such form and content as the Advisor shall reasonably request or as in accordance with procedures adopted by the Trust; (j) assist the Fund, and accordingly, the Trust’s Chief Compliance Officer (“CCO”) in complying with Rule 38a-1 under the 1940 Act. Specifically, the Sub-Advisor represents and warrants that it shall maintain a compliance program in accordance with the requirements of Rule 206(4)-7 under the Advisers Act, and shall provide the CCO with reasonable access to information regarding the Sub-Advisor’s compliance program, which access shall include on-site visits with the Sub-Advisor as may be reasonably requested from time to time. In connection with the periodic review and annual report required to be prepared by the CCO pursuant to Rule 38a-1, the Sub-Advisor agrees to provide certifications as may be reasonably requested by the CCO related to the design and implementation of the Sub-Advisor’s compliance program; (k) provide assistance as may be reasonably requested by the Advisor in connection with compliance by the Fund with any current or future legal and regulatory requirements related to the services provided by the Sub-Advisor hereunder; (l) immediately notify the Advisor and the Trust to the extent required by applicable law in the event that the Sub-adviser Advisor or any of its affiliates: (1) becomes aware that it is subject to a statutory disqualification that prevents the Sub-adviser Advisor from serving as an investment adviser advisor pursuant to this Sub-advisory Agreement; or (2) becomes aware that it is the subject of an administrative proceeding or enforcement action by the SEC Securities and Exchange Commission (“SEC”) or other regulatory authority. The Sub-adviser Advisor further agrees to notify the Trust and the Manager promptly if Advisor immediately of any statement regarding material fact known to the Sub-adviser contained in the Trust's Registration Statement with respect Advisor respecting or relating to the Portfolio, Sub-Advisor that would make any written information previously provided to the Advisor or the Trust materially inaccurate or incomplete or if any amendment or supplement thereto, such written information becomes untrue or incomplete in any material respect; (m) immediately notify the Advisor and the Trust if the Sub-Advisor suffers a material adverse change in its business that would materially impair its ability to perform its relevant duties for the Fund. In performing For the purposes of this paragraph, a “material adverse change” shall include, but is not limited to, a material loss of assets or accounts under management or the departure of senior investment professionals to the extent such professionals are not replaced promptly with professionals of comparable experience and quality; (n) use no inside information that may be in its duties under possession in making investment decisions for the Fund, nor seek to obtain any such information; and (o) use its best judgment and efforts in rendering the advice and services contemplated by this Agreement. (p) not consult with the sub-advisor of the portion of the Fund not managed by the Sub-Advisor, if applicable, or with any sub-advisor to any registered investment company or portfolio or series thereof under common control with the Fund, concerning transactions for the Fund in securities or other assets. Further, where the Sub-Advisor is one of multiple money managers managing a Fund, the Sub-adviser shall manage and invest the Portfolio's assets in accordance Advisor’s responsibility to providing investment advice is limited to providing investment advice with the Portfolio's investment objectives, policies and restrictions as well as applicable federal and state securities laws, based upon instructions as may be provided respect to the Sub-adviser by the Manager, the Portfolio's administrator, accountant, custodian or other agent designated by the Manager as responsible for testing compliance its discrete portion of the Portfolio (the "Compliance Agent"). The Sub-adviser further agrees to manage and invest the Portfolio's assets in accordance with instructions as may be provided to the Sub-adviser from time to time by the Manager or the Compliance Agent in an effort to ensure that the Portfolio meets and maintains, so long as required by the Code, the requirements for qualification as a regulated investment company under Subchapter M of the Code and regulations issued thereunder. In fulfilling its obligations under this Agreement, the Sub-adviser shall be entitled to reasonably rely on and act in accordance with instructions provided by the Manager or Compliance AgentFund’s portfolio.

Investment Advisory Duties. Subject to the supervision of the Board of Trustees of the Trust and the Manager, the Sub-adviser will, in coordination with the Manager, (a) provide a program of continuous investment management for the Portfolio Fund in accordance with the PortfolioFund's investment objectives, policies and limitations as stated in the PortfolioFund's Prospectus and Statement of Additional Information included as part of the Trust's Registration Statement on behalf of the Portfolio Fund filed with the Securities and Exchange Commission, as they may be amended from time to time, copies of which shall be provided to the Sub-adviser by the Manager; (b) make investment decisions for the PortfolioFund; and (c) place orders to purchase and sell securities for the PortfolioFund. In particular, the Sub-adviser will be responsible for the market timing purchase and sale of purchases and sales securities and for all yield enhancement strategies used in managing the PortfolioFund. In performing its investment management services to the Portfolio Fund hereunder, the Sub-adviser will provide the Portfolio Fund with ongoing investment guidance and policy direction. The Sub-adviser will determine the securities, instruments, repurchase agreements, options and other investments and techniques that the Portfolio Fund will purchase, sell, enter into or use, and will provide an ongoing evaluation of the PortfolioFund. The Sub-adviser will determine what portion of the Portfolio each Fund shall be invested in securities and other assets. The Sub-adviser further agrees that, in performing its duties hereunder, it will: (a) : a comply with the 1940 Act and all rules and regulations thereunder, the Advisers Act, applicable sections of the Internal Revenue Code of 1986, as amended (the "Code"), and all other applicable federal and state laws and regulations, and with any applicable procedures adopted by the Trustees; (b) ; b manage the Portfolio Fund so that it the Fund will qualify, and continue to qualify (except where extraordinary circumstances dictate otherwise), as a regulated investment company under Subchapter M of the Code and regulations issued thereunder; (c) ; c place orders pursuant to its investment determinations for the Portfolio Fund directly with the issuer, or with any broker or dealer the Sub-adviser may choose, in accordance with applicable policies expressed in the PortfolioFund's Prospectus and/or Statement of Additional Information and in accordance with applicable legal requirements; (d) ; d furnish to the Trust whatever statistical information the Trust may reasonably request in writing with respect to the PortfolioFund's assets or contemplated investments. In addition, the Sub-adviser will keep the Trust and the Trustees informed of developments materially affecting the Portfolio Fund and shall, on the Sub-adviser's own initiative, furnish to the Trust from time to time whatever information the Sub-adviser believes appropriate for this purpose; (e) ; e make available to the Manager and the Trust, promptly upon their written request, such copies of its investment records and ledgers with respect to the Portfolio Fund as may be required to assist the Manager and the Trust in their compliance with applicable laws and regulations. The Sub-adviser will furnish the Trustees with such periodic and special reports available data regarding the Portfolio Fund, as they may reasonably request in writing; (f) immediately be mutually agreed upon from time to time; f promptly notify the Manager and the Trust in the event that the Sub-adviser or any of its affiliates: (1) becomes aware that it is subject to a statutory disqualification that prevents the Sub-adviser from serving as an investment adviser pursuant to this Sub-advisory Agreement; or (2) becomes aware that it is the subject of an administrative proceeding or enforcement action by the SEC or other regulatory authority. The Sub-adviser further agrees to notify the Trust and the Manager promptly if any statement regarding the Sub-adviser contained in the Trust's Registration Statement with respect to the PortfolioFund, or any amendment or supplement thereto, becomes untrue or incomplete in any material respect. In performing its duties under this Agreement, the Sub-adviser shall manage and invest the PortfolioFund's assets in accordance with the PortfolioFund's investment objectives, policies and restrictions as well as applicable federal and state securities laws, based upon instructions as may be provided to the Sub-adviser by the Manager, the PortfolioFund's administrator, accountant, custodian or other agent designated by the Manager as responsible for testing compliance of the Portfolio Fund (the "Compliance Agent"). The Sub-adviser further agrees to manage and invest the PortfolioFund's assets in accordance with instructions as may be provided to the Sub-adviser from time to time by the Manager or the Compliance Agent in an effort to ensure that the Portfolio Fund meets and maintains, so long as required by the Code, the requirements for qualification as a regulated investment company under Subchapter M of the Code and regulations issued thereunder. In fulfilling its obligations under this Agreement, the Sub-adviser shall be entitled to reasonably rely on and act in accordance with instructions provided by the Manager or Compliance Agent.

Investment Advisory Duties. Subject to the supervision of the Board of Trustees of the Trust and the ManagerTrust, the Sub-adviser will, in coordination with the Manager, Adviser will (a) provide a program of continuous investment management for the Portfolio Fund in accordance with the PortfolioFund's investment objectives, policies and limitations as stated in the PortfolioFund's Prospectus prospectus and Statement of Additional Information included as part of the Trust's Registration Statement on behalf of the Portfolio filed with the Securities and Exchange Commission, as they may be amended from time to time, copies of which shall be provided to the Sub-adviser Adviser by the ManagerTrust; (b) make investment decisions for the PortfolioFund; and (c) place orders to purchase and sell securities for the Portfolio. In particular, the Sub-adviser will be responsible for the market timing of purchases and sales and for all yield enhancement strategies used in managing the PortfolioFund. In performing its investment management services to the Portfolio Fund hereunder, the Sub-adviser Adviser will provide the Portfolio Fund with ongoing investment guidance and policy direction, including oral and written research, analysis, advice, statistical and economic data and judgments regarding individual investments, general economic conditions and trends and long-range investment policy. The Sub-adviser Adviser will determine the securities, instruments, repurchase agreements, options and other investments and techniques that the Portfolio Fund will purchase, sell, enter into or use, and will provide an ongoing evaluation of the PortfolioFund's portfolio. The Sub-adviser Adviser will determine what portion of the Portfolio Fund's portfolio shall be invested in securities and other assets, and what portion if any, should be held uninvested. The Sub-adviser Adviser further agrees that, in performing its duties hereunder, it will: (a) comply with the 1940 Act and all rules and regulations thereunder, the Advisers Act, applicable sections of the Internal Revenue Code of 1986, as amended (the "Code"), ) and all other applicable federal and state laws and regulations, and with any applicable procedures adopted by the Trustees; (b) use reasonable efforts to manage the Portfolio Fund so that it will qualify, and continue to qualify (except where extraordinary circumstances dictate otherwise)qualify, as a regulated investment company under Subchapter M of the Code and regulations issued thereunder; (c) place orders pursuant to its investment determinations for the Portfolio Fund directly with the issuer, or with any broker or dealer the Sub-adviser may choosedealer, in accordance with applicable policies expressed in the PortfolioFund's Prospectus prospectus and/or Statement of Additional Information and in accordance with applicable legal requirements; (d) furnish to the Trust whatever statistical information the Trust may reasonably request in writing with respect to the PortfolioFund's assets or contemplated investments. In addition, the Sub-adviser Adviser will keep the Trust and the Trustees informed of developments materially affecting the Portfolio Fund's portfolio and shall, on the Sub-adviserAdviser's own initiative, furnish to the Trust from time to time whatever information the Sub-adviser Adviser believes appropriate for this purpose; (e) make available to the Manager Trust's administrator (the "Administrator"), and the Trust, promptly upon their written request, such copies of its investment records and ledgers with respect to the Portfolio Fund as may be required to assist the Manager Administrator and the Trust in their compliance with applicable laws and regulations. The Sub-adviser Adviser will furnish the Trustees with such periodic and special reports regarding the Portfolio Fund as they may reasonably request in writingrequest; (f) immediately notify the Manager and the Trust in the event that the Sub-adviser Adviser or any of its affiliates: (1) becomes aware that it is subject to a statutory disqualification that prevents the Sub-adviser Adviser from serving as an investment adviser pursuant to this Sub-advisory Agreement; or (2) becomes aware that it is the subject of an administrative proceeding or enforcement action by the SEC Securities and Exchange Commission ("SEC") or other regulatory authority. The Sub-adviser Adviser further agrees to notify the Trust and immediately of any material fact known to the Manager promptly if any statement regarding Adviser respecting or relating to the Sub-adviser Adviser that is not contained in the Trust's Registration Statement with respect to regarding the PortfolioFund, or any amendment or supplement thereto, but that is required to be disclosed thereon, and of any statement contained therein that becomes untrue or incomplete in any material respect. In performing its duties under this Agreement; (g) in making investment decisions for the Fund, the Sub-adviser shall manage and invest the Portfolio's assets in accordance with the Portfolio's investment objectives, policies and restrictions as well as applicable federal and state securities laws, based upon instructions as use no inside information that may be provided in its possession or in the possession of any of its affiliates, nor will the Adviser seek to the Sub-adviser by the Manager, the Portfolio's administrator, accountant, custodian or other agent designated by the Manager as responsible for testing compliance of the Portfolio (the "Compliance Agent"). The Sub-adviser further agrees to manage and invest the Portfolio's assets in accordance with instructions as may be provided to the Sub-adviser from time to time by the Manager or the Compliance Agent in an effort to ensure that the Portfolio meets and maintains, so long as required by the Code, the requirements for qualification as a regulated investment company under Subchapter M of the Code and regulations issued thereunder. In fulfilling its obligations under this Agreement, the Sub-adviser shall be entitled to reasonably rely on and act in accordance with instructions provided by the Manager or Compliance Agentobtain any such information.

Investment Advisory Duties. (a) Subject to the supervision of the Board of Trustees of the Trust and the ManagerTrust, the Sub-adviser will, in coordination with the Manager, (a) Adviser will provide a program of continuous investment management for the Portfolio Fund in accordance with the Portfolioeach Fund's investment objectivesobjective, policies and limitations as stated in the PortfolioFund's Prospectus and Statement of Additional Information included as part of the Trust's Registration Statement on behalf of the Portfolio filed with the Securities and Exchange Commission, Commission ("SEC") and as they the Prospectus and Statement of Additional Information may be amended from time to time, copies of which shall be provided to the Sub-adviser Adviser by the Manager; Trust. Subject to approval by the Trustees of the Trust, the Adviser for each Fund may select a master fund having substantially the same investment objective and policies as the Fund into which all or substantially all of the Fund's assets may be invested, or select and manage investment subadvisers who may be granted discretionary investment authority with respect to the assets of the Fund. (b) make investment decisions for the Portfolio; and (c) place orders to purchase and sell securities for the Portfolio. In particular, the Sub-adviser will be responsible for the market timing of purchases and sales and for all yield enhancement strategies used in managing the Portfolio. In performing its investment management services to the Portfolio Funds hereunder, the Sub-adviser Adviser will provide the Portfolio Funds with ongoing investment guidance and guidance, policy direction. , including oral and written research, monitoring of any master funds, analysis, advice, statistical and economic data and judgments regarding individual investments, general economic conditions and trends and long-range investment policy. (c) Subject to the approval of the Trustees of the Trust, the Adviser shall have the authority to manage cash and money market instruments for cash flow purposes. (d) The Sub-adviser will determine Adviser may advise as to the securities, instruments, repurchase agreements, options and other investments and techniques that the Portfolio each Fund will purchase, sell, enter into or use, and will provide an ongoing evaluation of the PortfolioFund's portfolio. The Sub-adviser Adviser will determine advise as to what portion of the Portfolio Fund's portfolio shall be invested in securities and other assets. , and what portion if any, should be held uninvested. (e) The Sub-adviser Adviser shall provide or arrange for administration, transfer agency, custody and all other services necessary for the Funds to operate, and shall be responsible for the payment of all expenses associated with such services, subject to Section 5 of this Investment Advisory Agreement. (f) The Adviser may engage and remove one or more subadvisers, subject to any necessary approvals of the Trust and its shareholders, and the Adviser shall monitor the performance of any subadviser and report to the Trust thereon. (g) The Adviser further agrees that, in performing its duties hereunder, it will: (ai) comply with the 1940 Act and all rules and regulations thereunder, the Advisers Act, applicable sections of the Internal Revenue Code of 1986, as amended (the "Code"), ) and all other applicable federal and state laws and regulations, and with any applicable procedures adopted by the Trustees; (bii) use reasonable efforts to manage the Portfolio each Fund so that it will qualify, and continue to qualify (except where extraordinary circumstances dictate otherwise)qualify, as a regulated investment company under Subchapter M of the Code and regulations issued thereunder; ; (ciii) place orders pursuant to its each Fund's investment determinations as approved by the Trustees for the Portfolio Fund directly with the issuer, or with any broker or dealer the Sub-adviser may choosedealer, in accordance with applicable policies expressed in the PortfolioFund's Prospectus and/or Statement of Additional Information and in accordance with applicable legal requirements; ; (div) furnish to the Trust whatever statistical information the Trust may reasonably request in writing with respect to the Portfolioeach Fund's assets or contemplated investments. In addition, the Sub-adviser Adviser will keep the Trust and the Trustees informed of developments materially affecting the Portfolio each Fund's portfolio and shall, on the Sub-adviserAdviser's own initiative, furnish to the Trust from time to time whatever information the Sub-adviser Adviser believes appropriate for this purpose; ; (ev) make available to the Manager Trust's administrator (the "Administrator") and the Trust, promptly upon their written request, such copies of its investment records and ledgers with respect to the Portfolio each Fund as may be required to assist the Manager Administrator and the Trust in their compliance with applicable laws and regulations. The Sub-adviser Adviser will furnish the Trustees with such periodic and special reports regarding the Portfolio Fund and any subadviser as they may reasonably request in writing; request; (fvi) immediately notify the Manager and the Trust in the event that the Sub-adviser Adviser or any of its affiliates: (1) becomes aware that it is subject to a statutory disqualification that prevents the Sub-adviser Adviser from serving as an investment adviser pursuant to this Sub-advisory Agreement; or (2) becomes aware that it is the subject of an administrative proceeding or enforcement action by the SEC or other regulatory authority. The Sub-adviser Adviser further agrees to notify the Trust and immediately of any material fact known to the Manager promptly if any statement regarding Adviser respecting or relating to the Sub-adviser Adviser that is not contained in the Trust's Registration Statement with respect to regarding the PortfolioFunds, or any amendment or supplement thereto, but that is required to be disclosed thereon, and of any statement contained therein that becomes untrue or incomplete in any material respect. In performing its duties under this Agreement; and (vii) in providing investment advice to the Funds, the Sub-adviser shall manage and invest the Portfolio's assets in accordance with the Portfolio's investment objectives, policies and restrictions as well as applicable federal and state securities laws, based upon instructions as use no inside information that may be provided in its possession or in the possession of any of its affiliates, nor will the Adviser seek to the Sub-adviser by the Manager, the Portfolio's administrator, accountant, custodian or other agent designated by the Manager as responsible for testing compliance of the Portfolio (the "Compliance Agent"). The Sub-adviser further agrees to manage and invest the Portfolio's assets in accordance with instructions as may be provided to the Sub-adviser from time to time by the Manager or the Compliance Agent in an effort to ensure that the Portfolio meets and maintains, so long as required by the Code, the requirements for qualification as a regulated investment company under Subchapter M of the Code and regulations issued thereunder. In fulfilling its obligations under this Agreement, the Sub-adviser shall be entitled to reasonably rely on and act in accordance with instructions provided by the Manager or Compliance Agentobtain any such information.

Investment Advisory Duties. Subject to the supervision of the Board of Trustees of the Trust and the ManagerTrust, the Sub-adviser Investment Advisor will, in coordination with the Manager, : (a) provide a program of continuous investment management for the Portfolio Funds with regard to the Funds’ investment of their assets (the “Portfolios”) in accordance with the Portfolio's Funds’ investment objectives, policies and limitations as stated in the Portfolio's Prospectus Funds’ prospectus and Statement statement of Additional Information additional information included as part of the Trust's registration statement (the “Registration Statement on behalf of the Portfolio Statement”) filed with the Securities and Exchange CommissionCommission (the “SEC”), as they may be amended from time to time, copies of which shall be provided to the Sub-adviser Investment Advisor by the ManagerTrust; (b) make investment decisions for the PortfolioFunds with regard to the Portfolios, including, but not limited to, the selection and management of investment sub-advisers for the Funds, in which case any of the duties of the Investment Advisor set forth herein may be delegated to such investment sub-advisers subject to approval by the Board of Trustees; and (c) if investment sub-advisers are appointed with respect to the Funds, monitor and evaluate the performance of the investment sub-advisers under their respective sub-advisory agreements in light of the investment objectives and policies of the respective Fund, and render to the Trustees such periodic and special reports related to such performance monitoring as the Trustees may reasonably request, and analyze and recommend changes in investment sub-advisers as the Investment Advisor may deem appropriate; (d) place orders to purchase and sell securities investments in the Portfolios for the Portfolio. In particularFunds; and (e) provide office space, secretarial and clerical services and wire and telephone services necessary to provide the Sub-adviser will be responsible for the market timing of purchases and sales and for all yield enhancement strategies used investment advisory duties set forth in managing the Portfoliothis Section 2. In performing its investment management services to the Portfolio hereunderFunds under the terms of this Agreement, the Sub-adviser Investment Advisor will provide the Portfolio Funds with ongoing investment guidance and policy direction. The Sub-adviser will determine the securities, instruments, repurchase agreements, options and other investments and techniques that the Portfolio will purchase, sell, enter into or use, and will provide an ongoing evaluation of the Portfolio. The Sub-adviser will determine what portion of the Portfolio shall be invested in securities and other assets. The Sub-adviser Investment Advisor further agrees that, in performing its duties hereunder, it will: (a) comply with the 1940 Act and all rules and regulations thereunder, the Advisers Act, applicable sections of the Internal Revenue Code of 1986, as amended (the "“Code"), ”) and all other applicable federal and state laws and regulations, and with any applicable procedures adopted by the Board of Trustees; (b) use reasonable efforts to manage the Portfolio Portfolios so that it the Funds will qualify, and continue to qualify (except where extraordinary circumstances dictate otherwise)qualify, as a regulated investment company companies under Subchapter M of the Code and regulations issued thereunder; (c) place orders pursuant to its investment determinations for the Portfolio directly with the issuer, or with any broker or dealer the Sub-adviser may choose, Funds in accordance with applicable policies expressed in the Portfolio's Funds’ Prospectus and/or Statement of Additional Information Information, established through written guidelines determined by the Trust and provided to the Investment Advisor, and in accordance with applicable legal requirements; (d) furnish to the Trust whatever statistical information the Trust may reasonably request in writing with respect to the Portfolio's assets or contemplated investmentsPortfolios. In addition, the Sub-adviser Investment Advisor will keep the Trust and the Trustees informed of developments materially affecting the Portfolio Portfolios and shall, on the Sub-adviser's Investment Advisor’s own initiative, furnish to the Trust from time to time whatever information the Sub-adviser Investment Advisor believes appropriate for this purpose; (e) make available to the Manager Trust’s administrator (the “Administrator”), and the Trust, promptly upon their written request, such copies of its investment records and ledgers with respect to the Portfolio Portfolios as may be required to assist the Manager Administrator and the Trust in their compliance with applicable laws and regulations. The Sub-adviser Investment Advisor will furnish the Trustees with such periodic and special reports regarding the Portfolio Funds as they may reasonably request in writingrequest; (f) meet quarterly with the Trust’s Board of Trustees to explain its investment management activities, and any reports related to the Portfolios as may reasonably be requested by the Trust; (g) immediately notify the Manager and the Trust in the event that the Sub-adviser Investment Advisor or any of its affiliates: (1) becomes aware that it is subject to a statutory disqualification that prevents the Sub-adviser Investment Advisor from serving as an investment adviser pursuant to this Sub-advisory Agreement; or (2) becomes aware that it is the subject of an administrative proceeding or enforcement action by the SEC or other regulatory authority. The Sub-adviser Investment Advisor further agrees to notify the Trust and immediately of any material fact known to the Manager promptly if any statement regarding Investment Advisor respecting or relating to the Sub-adviser Investment Advisor that is not contained in the Trust's Registration Statement with respect to regarding the PortfolioFunds, or any amendment or supplement thereto, but that is required to be disclosed therein, and of any statement contained therein that becomes untrue or incomplete in any material respect. In performing its duties under this Agreement; and (h) in making investment decisions for the Portfolios, the Subuse no material non-adviser shall manage and invest the Portfolio's assets in accordance with the Portfolio's investment objectives, policies and restrictions as well as applicable federal and state securities laws, based upon instructions as public information that may be provided in its possession or in the possession of any of its affiliates, nor will the Investment Advisor seek to the Sub-adviser by the Manager, the Portfolio's administrator, accountant, custodian or other agent designated by the Manager as responsible for testing compliance of the Portfolio (the "Compliance Agent"). The Sub-adviser further agrees to manage and invest the Portfolio's assets in accordance with instructions as may be provided to the Sub-adviser from time to time by the Manager or the Compliance Agent in an effort to ensure that the Portfolio meets and maintains, so long as required by the Code, the requirements for qualification as a regulated investment company under Subchapter M of the Code and regulations issued thereunder. In fulfilling its obligations under this Agreement, the Sub-adviser shall be entitled to reasonably rely on and act in accordance with instructions provided by the Manager or Compliance Agentobtain any such information.

Investment Advisory Duties. Subject to the supervision of the Board of Trustees of the Trust and the ManagerAdvisor, the Sub-adviser Advisor will, in coordination with the Manager, Advisor as described below: (a) provide a program of continuous investment management for the Portfolio in accordance with the Portfolio's investment objectives, policies and limitations as stated in the Portfolio's Prospectus and Statement of Additional Information included as part of the Trust's Registration Statement on behalf of the Portfolio filed with the Securities and Exchange Commission, as they may be amended from time to time, copies of which shall be provided to the Sub-adviser by the ManagerFund; (b) make investment decisions for the PortfolioFund; and (c) place orders to purchase and sell securities for the Portfolio. In particularFund in accordance with the Fund’s investment objectives, policies and limitations as stated in the Fund’s current Prospectus and Statement of Additional Information as provided to the Sub-adviser will Advisor by the Advisor, as they may be responsible for amended from time to time; provided, that the market timing of purchases and sales and for all yield enhancement strategies used in managing the Portfolio. In performing its investment management services to the Portfolio hereunder, Advisor shall provide the Sub-adviser will provide the Portfolio with ongoing Advisor reasonable advance notice of any change to such investment guidance objectives, policies and policy directionlimitations. The Sub-adviser will determine the securities, instruments, repurchase agreements, options and other investments and techniques that the Portfolio will purchase, sell, enter into or use, and will provide an ongoing evaluation of the Portfolio. The Sub-adviser will determine what portion of the Portfolio shall be invested in securities and other assets. The Sub-adviser Advisor further agrees that, in performing its duties hereunder, it will: (a) with regard to its activities under this Agreement, use reasonable efforts to comply in all material respects with the applicable provisions of the 1940 Act Act, the Advisers Act, and all applicable rules and regulations thereunder, the Advisers Act, applicable sections of the U.S. Internal Revenue Code of 1986, as amended (the "“Code"”), and all other applicable federal and state laws and regulations, and with any applicable procedures adopted by the Trustees, as they may be amended from time to time, provided that written copies of such procedures and amendments thereto are provided to the Sub-Advisor by the Advisor; (b) use reasonable efforts to manage the Portfolio Fund so that it will qualify, and continue to qualify (except where extraordinary circumstances dictate otherwise)qualify, as a regulated investment company under Subchapter M of the Code and regulations issued thereunder; provided, however, the Sub-Advisor shall not be responsible for the tax effect of any decisions made by or any actions taken by any person other than the Sub-Advisor; (c) place orders pursuant to its investment determinations for the Portfolio directly with the issuer, or with any broker or dealer the Sub-adviser may chooseFund, in accordance with applicable policies expressed in the Portfolio's Fund’s Prospectus and/or Statement of Additional Information or otherwise established through written guidelines established by the Fund and in accordance with applicable legal requirementsprovided to the Sub-Advisor by the Advisor, including without limitation, Section 4 hereof; (d) furnish to the Trust and the Advisor whatever statistical information the Trust or the Advisor may reasonably request in writing with respect to the Portfolio's Fund’s assets or contemplated investments. In addition, the Sub-adviser Advisor will keep the Trust Trust, the Advisor and the Trustees informed of developments that the Sub-Advisor reasonably believes will materially affecting affect the Portfolio Fund’s portfolio, and shall, on the Sub-adviser's Advisor’s own initiative, furnish to the Trust from time to time whatever information the Sub-adviser Advisor believes appropriate for this purpose; (e) make available to the Manager Fund’s administrator (the “Administrator”), the Advisor and the Trust, promptly upon their written request, such copies of its investment records and ledgers with respect to the Portfolio Fund as may reasonably be required to assist the Manager Advisor, the Administrator and the Trust in their compliance with applicable laws and regulations. The Sub-adviser Advisor will furnish the Trustees Trustees, the Administrator, the Advisor and the Trust with such periodic and special reports regarding the Portfolio Fund as they may reasonably request in writingrequest; (f) meet periodically with the Advisor and the Trustees, in person or by teleconference, to explain its investment management activities, and any reports related to the Fund as may reasonably be requested by the Advisor and/or the Trust; (g) immediately notify the Manager Advisor, in writing, of the receipt of any notice of a class action proceeding related to the Fund or any other action or proceeding in which the Advisor or the Fund may be entitled to participate as a result of the Fund’s securities holdings. The Sub-Advisor shall have no responsibility for filing claims on behalf of the Advisor or the Trust with respect to any such actions. The Sub-Advisor’s responsibility with respect to such matters shall be to comply with the foregoing notification obligations and to cooperate with the Advisor and the Trust in making such filings, which shall include providing any relevant information regarding the Fund’s securities holdings to the Advisor; (h) provide assistance to the Advisor, custodian or recordkeeping agent for the Fund in determining or confirming, consistent with the procedures and policies stated in the Fund’s valuation procedures and/or Registration Statement, the value of any portfolio securities or other assets of the Fund for which the Advisor, custodian or recordkeeping agent seeks assistance from the Sub-Advisor or identifies for review by the Sub-Advisor. This assistance includes (but is not limited to): (i) designating an employee of the Sub-Advisor for consultation when the Trustees convene; (ii) notifying the Advisor in the event the Sub-Advisor determines, with respect to a security that is held both by the Fund and by another account managed by the Sub-Advisor, to price the security pursuant to such other account’s policies and procedures for determining the fair value of a security; (iii) obtaining bids and offers or quotes from broker/dealers or market-makers with respect to securities held by the Fund, upon the request of the Advisor; (iv) verifying pricing and providing fair valuations or recommendations for fair valuation in accordance with the Fund’s valuation procedures, as they may be amended from time to time; and (v) maintaining adequate records and written backup information with respect to the securities valuation services provided hereunder, and providing such information to the Advisor upon request; (i) assist the Advisor, the Fund, and any of its or their trustees, directors, officers, and/or employees in complying with the provisions of the Xxxxxxxx-Xxxxx Act of 2002 to the extent such provisions relate to the services to be provided by, and obligations of, the Sub-Advisor hereunder. Specifically, and without limitation to the foregoing, the Sub-Advisor agrees to provide certifications to the principal executive and financial officers of the Fund that correspond to the drafting and/or filing of the Fund’s Form N-CSRs. N-Qs, N-SARs, shareholder reports, financial statements, and other disclosure documents or regulatory filings, in such form and content as the Advisor shall reasonably request or as in accordance with procedures adopted by the Trust; (j) assist the Fund, and accordingly, the Trust’s Chief Compliance Officer (“CCO”) in complying with Rule 38a-1 under the 1940 Act. Specifically, the Sub-Advisor represents and warrants that it shall maintain a compliance program in accordance with the requirements of Rule 206(4)-7 under the Advisers Act, and shall provide the CCO with reasonable access to information regarding the Sub-Advisor’s compliance program, which access shall include on-site visits with the Sub-Advisor as may be reasonably requested from time to time. In connection with the periodic review and annual report required to be prepared by the CCO pursuant to Rule 38a-1, the Sub-Advisor agrees to provide certifications as may be reasonably requested by the CCO related to the design and implementation of the Sub-Advisor’s compliance program; (k) provide assistance as may be reasonably requested by the Advisor in connection with compliance by the Fund with any current or future legal and regulatory requirements related to the services provided by the Sub-Advisor hereunder; (l) immediately notify the Advisor and the Trust to the extent required by applicable law in the event that the Sub-adviser Advisor or any of its affiliates: (1) becomes aware that it is subject to a statutory disqualification that prevents the Sub-adviser Advisor from serving as an investment adviser advisor pursuant to this Sub-advisory Agreement; or (2) becomes aware that it is the subject of an administrative proceeding or enforcement action by the SEC Securities and Exchange Commission (“SEC”) or other regulatory authority. The Sub-adviser Advisor further agrees to notify the Trust and the Manager promptly if Advisor immediately of any statement regarding material fact known to the Sub-adviser contained in the Trust's Registration Statement with respect Advisor respecting or relating to the Portfolio, Sub-Advisor that would make any written information previously provided to the Advisor or the Trust materially inaccurate or incomplete or if any amendment or supplement thereto, such written information becomes untrue or incomplete in any material respect. In performing its duties under this Agreement, ; (m) immediately notify the Advisor and the Trust if the Sub-adviser Advisor suffers a material adverse change in its business that would materially impair its ability to perform its relevant duties for the Fund. For the purposes of this paragraph, a “material adverse change” shall manage include, but is not limited to, a material loss of assets or accounts under management or the departure of senior investment professionals to the extent such professionals are not replaced promptly with professionals of comparable experience and invest the Portfolio's assets in accordance with the Portfolio's investment objectives, policies and restrictions as well as applicable federal and state securities laws, based upon instructions as quality; (n) use no inside information that may be provided in its possession in making investment decisions for the Fund, nor seek to obtain any such information; and (o) use its best judgment and efforts in rendering the Sub-adviser advice and services contemplated by the Manager, the Portfolio's administrator, accountant, custodian or other agent designated by the Manager as responsible for testing compliance of the Portfolio (the "Compliance Agent"). The Sub-adviser further agrees to manage and invest the Portfolio's assets in accordance with instructions as may be provided to the Sub-adviser from time to time by the Manager or the Compliance Agent in an effort to ensure that the Portfolio meets and maintains, so long as required by the Code, the requirements for qualification as a regulated investment company under Subchapter M of the Code and regulations issued thereunder. In fulfilling its obligations under this Agreement, the Sub-adviser shall be entitled to reasonably rely on and act in accordance with instructions provided by the Manager or Compliance Agent.

Investment Advisory Duties. (a) Subject to the supervision of the Board of Trustees of the Trust and the ManagerTrust, the Sub-adviser Adviser will, in coordination with the Manager, : (ai) provide a program of continuous investment management for the Portfolio Fund in accordance with the PortfolioFund's investment objectivesobjective, policies and limitations as stated in the PortfolioFund's Prospectus and Statement of Additional Information included as part of the Trust's Registration Statement on behalf of the Portfolio filed with the Securities and Exchange Commission, Commission ("SEC") and as they the Prospectus and Statement of Additional Information may be amended from time to time, copies of which shall be provided to the Sub-adviser Adviser by the ManagerTrust; and (ii) select and manage, subject to approval by the Trustees, investment subadvisers, who may be granted discretionary investment authority for the Fund. (b) make investment decisions for the Portfolio; and (c) place orders to purchase and sell securities for the Portfolio. In particular, the Sub-adviser will be responsible for the market timing of purchases and sales and for all yield enhancement strategies used in managing the Portfolio. In performing its investment management services to the Portfolio Fund hereunder, the Sub-adviser Adviser will provide the Portfolio Fund with ongoing investment guidance and guidance, policy direction. The Sub, including oral and written research, monitoring of all subadvised portions of the Fund, analysis, advice, statistical and economic data and judgments regarding individual investments, general economic conditions and trends and long-adviser range investment policy. (c) To the extent permitted by the Adviser's Form ADV as filed with the SEC and subject to the approval of the Trustees of the Trust, the Adviser shall have the authority to manage cash and money market instruments for cash flow purposes. (d) To the extent permitted by the Adviser's current Form ADV as filed with the SEC, the Adviser will determine advise as to the securities, instruments, repurchase agreements, options and other investments and techniques that the Portfolio Fund will purchase, sell, enter into or use, and will provide an ongoing evaluation of the PortfolioFund's portfolio. The Sub-adviser Adviser will determine advise as to what portion of the Portfolio Fund's portfolio shall be invested in securities and other assets. , and what portion if any, should be held uninvested. (e) The Sub-adviser Adviser may engage and remove one or more subadvisers, subject to the legally required approvals of the Trust and its shareholders, and the Adviser shall monitor the performance of any subadviser and report to the Trust thereon. (f) The Adviser further agrees that, in performing its duties hereunder, it will: (ai) comply with the 1940 Act and all rules and regulations thereunder, the Advisers Act, applicable sections of the Internal Revenue Code of 1986, as amended (the "Code"), ) and all other applicable federal and state laws and regulations, and with any applicable procedures adopted by the Trustees; (bii) use reasonable efforts to manage the Portfolio Fund so that it will qualify, and continue to qualify (except where extraordinary circumstances dictate otherwise)qualify, as a regulated investment company under Subchapter M of the Code and regulations issued thereunder; (ciii) place orders pursuant to its the Fund's investment determinations as approved by the Trustees for the Portfolio Fund directly with the issuer, or with any broker or dealer the Sub-adviser may choosedealer, in accordance with applicable policies expressed in the PortfolioFund's Prospectus and/or Statement of Additional Information and in accordance with applicable legal requirements; (div) furnish to the Trust whatever statistical information the Trust may reasonably request in writing with respect to the PortfolioFund's assets or contemplated investments. In addition, the Sub-adviser Adviser will keep the Trust and the Trustees informed of developments materially affecting the Portfolio Fund's portfolio and shall, on the Sub-adviserAdviser's own initiative, furnish to the Trust from time to time whatever information the Sub-adviser Adviser believes appropriate for this purpose; (ev) make available to the Manager Trust's administrator (the "Administrator") and the Trust, promptly upon their written request, such copies of its investment records and ledgers with respect to the Portfolio Fund as may be required to assist the Manager Administrator and the Trust in their compliance with applicable laws and regulations. The Sub-adviser Adviser will furnish the Trustees with such periodic and special reports regarding the Portfolio Fund and any subadviser as they may reasonably request in writingrequest; (fvi) immediately notify the Manager and the Trust in the event that the Sub-adviser Adviser or any of its affiliates: (1) becomes aware that it is subject to a statutory disqualification that prevents the Sub-adviser Adviser from serving as an investment adviser pursuant to this Sub-advisory Agreement; or (2) becomes aware that it is the subject of an administrative proceeding or enforcement action by the SEC or other regulatory authority. The Sub-adviser Adviser further agrees to notify the Trust and immediately of any material fact known to the Manager promptly if any statement regarding Adviser respecting or relating to the Sub-adviser Adviser that is not contained in the Trust's Registration Statement with respect to regarding the PortfolioFund, or any amendment or supplement thereto, but that is required to be disclosed thereon, and of any statement contained therein that becomes untrue or incomplete in any material respect. In performing its duties under this Agreement; and (vii) in providing investment advice to the Fund, the Sub-adviser shall manage and invest the Portfolio's assets in accordance with the Portfolio's investment objectives, policies and restrictions as well as applicable federal and state securities laws, based upon instructions as use no inside information that may be provided in its possession or in the possession of any of its affiliates, nor will the Adviser seek to the Sub-adviser by the Manager, the Portfolio's administrator, accountant, custodian or other agent designated by the Manager as responsible for testing compliance of the Portfolio (the "Compliance Agent"). The Sub-adviser further agrees to manage and invest the Portfolio's assets in accordance with instructions as may be provided to the Sub-adviser from time to time by the Manager or the Compliance Agent in an effort to ensure that the Portfolio meets and maintains, so long as required by the Code, the requirements for qualification as a regulated investment company under Subchapter M of the Code and regulations issued thereunder. In fulfilling its obligations under this Agreement, the Sub-adviser shall be entitled to reasonably rely on and act in accordance with instructions provided by the Manager or Compliance Agentobtain any such information.

Investment Advisory Duties. Subject to the supervision of the Board of Trustees of the Trust and the Manager, the Sub-adviser will, in coordination with the Manager, (a) provide a program of continuous investment management for the Portfolio Fund in accordance with the Portfolio's Fund’s investment objectives, policies and limitations as stated in the Portfolio's Fund’s Prospectus and Statement of Additional Information included as part of the Trust's ’s Registration Statement on behalf of the Portfolio Fund filed with the Securities and Exchange CommissionCommission (the “SEC”), as they may be amended from time to time, copies of which shall be provided to the Sub-adviser by the Manager; (b) make investment decisions for the PortfolioFund; and (c) place orders to purchase and sell securities for the PortfolioFund. In particular, the Sub-adviser will be responsible for the market timing purchase and sale of purchases and sales securities and for all yield enhancement strategies used in managing the PortfolioFund. In performing its investment management services to the Portfolio Fund hereunder, the Sub-adviser will provide the Portfolio Fund with ongoing investment guidance and policy direction. The Sub-adviser will determine the securities, instruments, repurchase agreements, options and other investments and techniques that the Portfolio Fund will purchase, sell, enter into or use, and will provide an ongoing evaluation of the PortfolioFund. The Sub-adviser will determine what portion of the Portfolio each Fund shall be invested in securities and other assets. The Sub-adviser further agrees that, in performing its duties hereunder, it will: (a) a. comply with the 1940 Act and all rules and regulations thereunder, the Advisers Act, applicable sections of the Internal Revenue Code of 1986, as amended (the "“Code"”), and all other applicable federal and state laws and regulations, and with any applicable procedures adopted by the Trustees; (b) b. manage the Portfolio Fund so that it the Fund will qualify, and continue to qualify (except where extraordinary circumstances dictate otherwise), as a regulated investment company under Subchapter M of the Code and regulations issued thereunder; (c) c. place orders pursuant to its investment determinations for the Portfolio Fund directly with the issuer, or with any broker or dealer the Sub-adviser may choose, in accordance with applicable policies expressed in the Portfolio's Fund’s Prospectus and/or Statement of Additional Information and in accordance with applicable legal requirements; (d) d. furnish to the Trust whatever statistical information the Trust may reasonably request in writing with respect to the Portfolio's Fund’s assets or contemplated investments. In addition, the Sub-adviser will keep the Trust and the Trustees informed of developments materially affecting the Portfolio Fund and shall, on the Sub-adviser's ’s own initiative, furnish to the Trust from time to time whatever information the Sub-adviser believes appropriate for this purpose; (e) e. make available to the Manager and the Trust, promptly upon their written request, such copies of its investment records and ledgers with respect to the Portfolio Fund as may be required to assist the Manager and the Trust in their compliance with applicable laws and regulations. The Sub-adviser will furnish the Trustees with such periodic and special reports available data regarding the Portfolio Fund, as they may reasonably request in writingbe mutually agreed upon from time to time; (f) immediately f. promptly notify the Manager and the Trust in the event that the Sub-adviser or any of its affiliates: (1) becomes aware that it is subject to a statutory disqualification that prevents the Sub-adviser from serving as an investment adviser pursuant to this Sub-advisory Agreement; or (2) becomes aware that it is the subject of an administrative proceeding or enforcement action by the SEC or other regulatory authority. The Sub-adviser further agrees to notify the Trust and the Manager promptly if any statement regarding the Sub-adviser contained in the Trust's ’s Registration Statement with respect to the PortfolioFund, or any amendment or supplement thereto, becomes untrue or incomplete in any material respect. In performing its duties under this Agreement, the Sub-adviser shall manage and invest the Portfolio's Fund’s assets in accordance with the Portfolio's Fund’s investment objectives, policies and restrictions as well as applicable federal and state securities laws, based upon instructions as may be provided to the Sub-adviser by the Manager, the Portfolio's Fund’s administrator, accountant, custodian or other agent designated by the Manager as responsible for testing compliance of the Portfolio Fund (the "“Compliance Agent"”). The Sub-adviser further agrees to manage and invest the Portfolio's Fund’s assets in accordance with instructions as may be provided to the Sub-adviser from time to time by the Manager or the Compliance Agent in an effort to ensure that the Portfolio Fund meets and maintains, so long as required by the Code, the requirements for qualification as a regulated investment company under Subchapter M of the Code and regulations issued thereunder. In fulfilling its obligations under this Agreement, the Sub-adviser shall be entitled to reasonably rely on and act in accordance with instructions provided by the Manager or Compliance Agent.

Investment Advisory Duties. Subject to the supervision of the Board of Trustees of the Trust and the Manager, the Sub-adviser will, in coordination with the Manager, (a) provide a program of continuous investment management for the Portfolio portion of the Fund allocated by the Manager to the Sub-adviser (the "Sub-adviser's Portfolio") for management in accordance with the PortfolioFund's investment objectives, policies and limitations as stated in the PortfolioFund's Prospectus and Statement of Additional Information included as part of the Trust's Registration Statement on behalf of the Portfolio Fund filed with the Securities and Exchange Commission, as they may be amended from time to time, copies of which shall be provided to the Sub-adviser by the Manager; (b) make investment decisions for the Sub-adviser's Portfolio; and (c) place orders to purchase and sell securities for the Sub-adviser's Portfolio. In particular, the Sub-adviser will be responsible for the market timing of purchases and sales and for all yield enhancement strategies used in managing the Sub-adviser's Portfolio. In performing its investment management services to the Portfolio Fund hereunder, the Sub-adviser will provide the Portfolio Fund with ongoing investment guidance and policy direction. The Sub-adviser will determine the securities, instruments, repurchase agreements, options and other investments and techniques that the Portfolio Fund will purchase, sell, enter into or use, and will provide an ongoing evaluation of the Sub-adviser's Portfolio. The Sub-adviser will determine what portion of the Sub-adviser's Portfolio shall be invested in securities and other assets. The Sub-adviser further agrees that, in performing its duties hereunder, it will: (a) comply with the 1940 Act and all rules and regulations thereunder, the Advisers Act, applicable sections of the Internal Revenue Code of 1986, as amended (the "Code"), and all other applicable federal and state laws and regulations, and with any applicable procedures adopted by the Trustees; (b) manage the Sub-adviser's Portfolio so that it will qualify, and continue to qualify (except where extraordinary circumstances dictate otherwise), as a regulated investment company under Subchapter M of the Code and regulations issued thereunder; (c) place orders pursuant to its investment determinations for the Sub-adviser's Portfolio directly with the issuer, or with any broker or dealer the Sub-adviser may choose, in accordance with applicable policies expressed in the PortfolioFund's Prospectus and/or Statement of Additional Information and in accordance with applicable legal requirements; (d) furnish to the Trust whatever statistical information the Trust may reasonably request in writing with respect to the Sub-adviser's Portfolio's assets or contemplated investments. In addition, the Sub-adviser will keep the Trust and the Trustees informed of developments materially affecting the Sub-adviser's Portfolio and shall, on the Sub-adviser's own initiative, furnish to the Trust from time to time whatever information the Sub-adviser believes appropriate for this purpose; (e) make available to the Manager and the Trust, promptly upon their written request, such copies of its investment records and ledgers with respect to the Sub-adviser's Portfolio as may be required to assist the Manager and the Trust in their compliance with applicable laws and regulations. The Sub-adviser will furnish the Trustees with such periodic and special reports regarding the Sub-adviser's Portfolio as they may reasonably request in writing; (f) immediately notify the Manager and the Trust in the event that the Sub-adviser or any of its affiliates: (1) becomes aware that it is subject to a statutory disqualification that prevents the Sub-adviser from serving as an investment adviser pursuant to this Sub-advisory Agreement; or (2) becomes aware that it is the subject of an administrative proceeding or enforcement action by the SEC or other regulatory authority. The Sub-adviser further agrees to notify the Trust and the Manager promptly if any statement regarding the Sub-adviser contained in the Trust's Registration Statement with respect to the PortfolioFund, or any amendment or supplement thereto, becomes untrue or incomplete in any material respect. In performing its duties under this Agreement, the Sub-adviser shall manage and invest the PortfolioSub-adviser's Portfolio assets in accordance with the PortfolioFund's investment objectives, policies and restrictions as well as applicable federal and state securities laws, based upon instructions as may be provided to the Sub-adviser by the Manager, the PortfolioFund's administrator, accountant, custodian or other agent designated by the Manager as responsible for testing compliance of the Portfolio Fund (the "Compliance Agent"). The Sub-adviser further agrees to manage and invest the PortfolioSub-adviser's Portfolio assets in accordance with instructions as may be provided to the Sub-adviser from time to time by the Manager or the Compliance Agent in an effort to ensure that the Portfolio Fund meets and maintains, so long as required by the Code, the requirements for qualification as a regulated investment company under Subchapter M of the Code and regulations issued thereunder. In fulfilling its obligations under this Agreement, the Sub-adviser shall be entitled to reasonably rely on and act in accordance with instructions provided by the Manager or Compliance Agent.

Investment Advisory Duties. Subject to the supervision of the Board of Trustees of the Trust and the Manager, the Sub-adviser will, in coordination with the Manager, (a) provide a program of continuous investment management for the Portfolio in accordance with the Portfolio's ’s investment objectives, policies and limitations as stated in the Portfolio's ’s Prospectus and Statement of Additional Information included as part of the Trust's ’s Registration Statement on behalf of the Portfolio filed with the Securities and Exchange Commission, as they may be amended from time to time, copies of which shall be provided to the Sub-adviser by the Manager; (b) make investment decisions for the Portfolio; and (c) place orders to purchase and sell securities for the Portfolio. In particular, the Sub-adviser will be responsible for the market timing purchase and sale of purchases and sales securities and for all yield enhancement strategies used in managing the Portfolio. In performing its investment management services to the Portfolio hereunder, the Sub-adviser will provide the Portfolio with ongoing investment guidance and policy direction. The Sub-adviser will determine the securities, instruments, repurchase agreements, options and other investments and techniques that the Portfolio will purchase, sell, enter into or use, and will provide an ongoing evaluation of the Portfolio. The Sub-adviser will determine what portion of the Portfolio shall be invested in securities and other assets. The Sub-adviser further agrees that, in performing its duties hereunder, it will: (a) comply with the 1940 Act and all rules and regulations thereunder, the Advisers Act, applicable sections of the Internal Revenue Code of 1986, as amended (the "“Code"”), and all other applicable federal and state laws and regulations, and with any applicable procedures adopted by the TrusteesTrustees of which the Sub-adviser has notice; (b) manage the Portfolio so that it will qualify, and continue to qualify (except where extraordinary circumstances dictate otherwise), as a regulated investment company under Subchapter M of the Code and regulations issued thereunder; (c) place orders pursuant to its investment determinations for the Portfolio directly with the issuer, or with any broker or dealer the Sub-adviser may choose, in accordance with applicable policies expressed in the Portfolio's ’s Prospectus and/or Statement of Additional Information and in accordance with applicable legal requirements; (d) furnish to the Trust whatever statistical information the Trust may reasonably request in writing with respect to the Portfolio's ’s assets or contemplated investments. In addition, the Sub-adviser will keep the Trust and the Trustees informed of developments materially affecting the Portfolio and shall, on the Sub-adviser's ’s own initiative, furnish to the Trust from time to time whatever information the Sub-adviser believes appropriate for this purpose; (e) make available to the Manager and the Trust, promptly upon their written request, such copies of its investment records and ledgers with respect to the Portfolio as may be required to assist the Manager and the Trust in their compliance with applicable laws and regulations. The Sub-adviser will furnish the Trustees with such periodic and special reports available data regarding the Portfolio as they may reasonably request in writingbe mutually agreed upon from time to time; (f) immediately promptly notify the Manager and the Trust in the event that the Sub-adviser or any of its affiliates: (1) becomes aware that it is subject to a statutory disqualification that prevents the Sub-adviser from serving as an investment adviser pursuant to this Sub-advisory Agreement; or (2) becomes aware that it is the subject of an administrative proceeding or enforcement action by the SEC or other regulatory authority. The Sub-adviser further agrees to notify the Trust and the Manager promptly if any statement regarding the Sub-adviser contained in the Trust's ’s Registration Statement with respect to the Portfolio, or any amendment or supplement thereto, becomes untrue or incomplete in any material respect. In performing its duties under this Agreement, the Sub-adviser shall manage and invest the Portfolio's ’s assets in accordance with the Portfolio's ’s investment objectives, policies and restrictions as well as applicable federal and state securities laws, based upon instructions as may be provided to the Sub-adviser by the Manager, the Portfolio's ’s administrator, accountant, custodian or other agent designated by the Manager as responsible for testing compliance of the Portfolio (the "“Compliance Agent"”). The Sub-adviser further agrees to manage and invest the Portfolio's ’s assets in accordance with instructions as may be provided to the Sub-adviser from time to time by the Manager or the Compliance Agent in an effort to ensure that the Portfolio meets and maintains, so long as required by the Code, the requirements for qualification as a regulated investment company under Subchapter M of the Code and regulations issued thereunder. In fulfilling its obligations under this Agreement, the Sub-adviser shall be entitled to reasonably rely on and act in accordance with instructions provided by the Manager or Compliance Agent.

Investment Advisory Duties. Subject to the supervision of the Board of Trustees of the Trust and the ManagerAdvisor, the Sub-adviser Advisor will, in coordination with the ManagerAdvisor as described below, (a) provide a program of continuous investment management for the Portfolio in accordance with the Portfolio's investment objectives, policies and limitations as stated in the Portfolio's Prospectus and Statement of Additional Information included as part of the Trust's Registration Statement on behalf of the Portfolio filed with the Securities and Exchange Commission, as they may be amended from time to time, copies of which shall be provided to the Sub-adviser by the ManagerFund; (b) make investment decisions for the PortfolioFund; and (c) place orders to purchase and sell securities and investments for the Portfolio. In particularFund in accordance with the Fund’s investment objectives, policies and limitations as stated in the Fund’s current Prospectus and Statement of Additional Information as provided to the Sub-adviser will Advisor by the Advisor, as they may be responsible for amended from time to time; provided, that the market timing of purchases and sales and for all yield enhancement strategies used in managing the Portfolio. In performing its investment management services to the Portfolio hereunder, Advisor shall provide the Sub-adviser will provide Advisor reasonable advance notice of any change to such investment objectives, policies and limitations. The duties of the Portfolio with ongoing investment guidance and policy directionSub-Advisor shall be confined to those duties expressly set forth herein. The Sub-adviser will determine the securities, instruments, repurchase agreements, options and other investments and techniques that the Portfolio will purchase, sell, enter into or use, and will provide an ongoing evaluation of the Portfolio. The Sub-adviser will determine what portion of the Portfolio shall be invested in securities and other assets. The Sub-adviser Advisor further agrees that, in performing its duties hereunder, it will: (a) with regard to its activities under this Agreement, use reasonable efforts to comply in all material respects with the applicable provisions of the 1940 Act Act, the Advisers Act, and all applicable rules and regulations thereunder, the Advisers Act, applicable sections of the U.S. Internal Revenue Code of 1986, as amended (the "“Code"), ”) and all other applicable federal and state laws and regulations, and with any applicable procedures adopted by the Trustees, as they may be amended from time to time, provided that written copies of such procedures and amendments thereto have been provided to the Sub-Advisor by the Advisor; (b) use reasonable efforts to manage the Portfolio Fund so that it will qualify, and continue to qualify (except where extraordinary circumstances dictate otherwise)qualify, as a regulated investment company under Subchapter M of the Code and regulations issued thereunder; provided, however, the Sub-Advisor shall not be responsible for the tax effect of any decisions made by or any actions taken by any person other than the Sub-Advisor; (c) place orders pursuant to its investment determinations for the Portfolio directly with the issuer, or with any broker or dealer the Sub-adviser may chooseFund, in accordance with applicable policies expressed in the Portfolio's Fund’s Prospectus and/or Statement of Additional Information or otherwise established through written guidelines established by the Fund and in accordance with applicable legal requirementsprovided to the Sub-Advisor by the Advisor, including without limitation, Section 4 hereof; (d) furnish to the Trust and the Advisor whatever statistical information the Trust or the Advisor may reasonably request in writing with respect to the Portfolio's Fund’s assets or contemplated investments. In addition, the Sub-adviser Advisor will keep the Trust Trust, the Advisor and the Trustees informed of developments that the Sub-Advisor reasonably believes will materially affecting affect the Portfolio Fund’s portfolio and shall, on the Sub-adviser's Advisor’s own initiative, furnish to the Trust Fund from time to time whatever information the Sub-adviser Advisor believes appropriate for this purpose; (e) make available to the Manager Fund’s administrator (the “Administrator”), the Advisor and the Trust, promptly upon their written request, such copies of its investment records and ledgers with respect to the Portfolio Fund as may reasonably be required to assist the Manager Advisor, the Administrator and the Trust in their compliance with applicable laws and regulations. The Sub-adviser Advisor will furnish the Trustees Trustees, the Administrator, the Advisor and the Trust with such periodic and special reports regarding the Portfolio Fund as they may reasonably request in writingrequest; (f) meet periodically with the Advisor and the Trustees, in person or by teleconference, to explain its investment management activities, and any reports related to the Fund as may reasonably be requested by the Advisor and/or the Trust; (g) immediately notify the Manager Advisor, in writing, of the receipt of any notice of a class action proceeding related to the Fund or any other action or proceeding in which the Advisor or the Fund may be entitled to participate as a result of the Fund’s securities holdings. The Sub-Advisor shall have no responsibility for filing claims on behalf of the Advisor or the Trust with respect to any such actions. The Sub-Advisor’s responsibility with respect to such matters shall be to comply with the foregoing notification obligations and to cooperate with the Advisor and the Trust in making such filings, which shall include providing any relevant information regarding the Fund’s securities holdings to the Advisor. (h) provide assistance to the Advisor, custodian or recordkeeping agent for the Fund in determining or confirming, consistent with the procedures and policies stated in the Fund’s valuation procedures and/or Registration Statement, the value of any portfolio securities or other assets of the Fund for which the Advisor, custodian or recordkeeping agent seeks assistance from the Sub-Advisor or identifies for review by the Sub-Advisor. This assistance includes (but is not limited to): (i) designating an employee of the Sub-Advisor for consultation when the Trustees convene; (ii) obtaining bids and offers or quotes from broker/dealers or market-makers with respect to securities held by the Fund, upon the request of the Advisor; (iii) verifying pricing and providing recommendations for fair valuation in accordance with the Fund’s valuation procedures, as they may be amended from time to time; and (iv) maintaining adequate records and written backup information with respect to the securities valuation services provided hereunder, and providing such information to the Advisor upon request. (i) assist the Advisor, the Fund, and any of its or their trustees, directors, officers, and/or employees in complying with the provisions of the Xxxxxxxx-Xxxxx Act of 2002 to the extent such provisions relate to the services to be provided by, and obligations of, the Sub-Advisor hereunder. Specifically, and without limitation to the foregoing, the Sub-Advisor agrees to provide certifications to the principal executive and financial officers of the Fund that correspond to the preparation and/or filing of the Fund’s Form N-CSRs, Form N-Qs, Form N-SARs, shareholder reports, financial statements, and other disclosure documents or regulatory filings, in such form and content as the Advisor shall reasonably request or as in accordance with procedures adopted by the Trust. (j) with respect to the services it provides to the Fund pursuant to this Agreement, assist the Fund, and accordingly, the Trust’s Chief Compliance Officer (“CCO”) in complying with Rule 38a-1 under the 1940 Act. Specifically, the Sub-Advisor represents and warrants that it shall maintain a compliance program in accordance with the requirements of Rule 206(4)-7 under the Advisers Act, and shall provide the CCO with reasonable access to information regarding the Sub-Advisor’s compliance program, which access shall include on-site visits with the Sub-Advisor as may be reasonably requested from time to time. In connection with the periodic review and annual report required to be prepared by the CCO pursuant to Rule 38a-1, the Sub-Advisor agrees to provide certifications as may be reasonably requested by the CCO related to the design and implementation of the Sub-Advisor’s compliance program. (k) provide assistance as may be reasonably requested by the Advisor in connection with compliance by the Fund with any current or future legal and regulatory requirements related to the services provided by the Sub-Advisor hereunder. (l) immediately notify the Advisor and the Fund to the extent required by applicable law in the event that the Sub-adviser Advisor or any of its affiliates: (1) becomes aware that it is subject to a statutory disqualification that prevents the Sub-adviser Advisor from serving as an investment adviser advisor pursuant to this Sub-advisory Agreement; or (2) becomes aware that it is the subject of an administrative proceeding or enforcement action by the SEC Securities and Exchange Commission (“SEC”) or other regulatory authority. The Sub-adviser further agrees to notify the Trust and the Manager promptly if any statement regarding Advisor recognizes that it may not be reasonable in all cases for the Sub-adviser contained in Advisor to be aware of all administrative proceedings or enforcement actions by the Trust's Registration Statement with respect to SEC or other regulatory authority concerning its affiliates; (m) immediately notify the Portfolio, or any amendment or supplement thereto, becomes untrue or incomplete in any material respect. In performing its duties under this Agreement, Advisor if the Sub-adviser Advisor suffers a material adverse change in its business that would materially impair its ability to perform its relevant duties for the Fund. For the purposes of this paragraph, a “material adverse change” shall manage include, but is not limited to, a material loss of assets or accounts under management or the departure of senior investment professionals to the extent such professionals are not replaced promptly with professionals of comparable experience and invest the Portfolio's assets in accordance with the Portfolio's investment objectives, policies and restrictions as well as applicable federal and state securities laws, based upon instructions as quality; (n) use no inside information that may be provided in its possession in making investment decisions for the Fund, nor seek to obtain any such information; and (o) use its best judgment and efforts in rendering the Sub-adviser advice and services contemplated by the Manager, the Portfolio's administrator, accountant, custodian or other agent designated by the Manager as responsible for testing compliance of the Portfolio (the "Compliance Agent"). The Sub-adviser further agrees to manage and invest the Portfolio's assets in accordance with instructions as may be provided to the Sub-adviser from time to time by the Manager or the Compliance Agent in an effort to ensure that the Portfolio meets and maintains, so long as required by the Code, the requirements for qualification as a regulated investment company under Subchapter M of the Code and regulations issued thereunder. In fulfilling its obligations under this Agreement, the Sub-adviser shall be entitled to reasonably rely on and act in accordance with instructions provided by the Manager or Compliance Agent.

Investment Advisory Duties. Subject to the supervision of the Board of Trustees of the Trust and the ManagerAdvisor, the Sub-adviser Advisor will, in coordination with the ManagerAdvisor as described below, (a) provide a program of continuous investment management for the Portfolio in accordance with the Portfolio's investment objectives, policies and limitations as stated in the Portfolio's Prospectus and Statement of Additional Information included as part of the Trust's Registration Statement on behalf of the Portfolio filed with the Securities and Exchange Commission, as they may be amended from time to time, copies of which shall be provided to the Sub-adviser by the ManagerFund; (b) make investment decisions for the PortfolioFund; and (c) place orders to purchase and sell securities for the Portfolio. In particularFund in accordance with the Fund’s investment objectives, policies and limitations as stated in the Fund’s current Prospectus and Statement of Additional Information as provided to the Sub-adviser will Advisor by the Advisor, as they may be responsible for amended from time to time; provided, that the market timing of purchases and sales and for all yield enhancement strategies used in managing the Portfolio. In performing its investment management services to the Portfolio hereunder, Advisor shall provide the Sub-adviser will provide the Portfolio with ongoing Advisor reasonable advance notice of any change to such investment guidance objectives, policies and policy directionlimitations. The Sub-adviser will determine the securities, instruments, repurchase agreements, options and other investments and techniques that the Portfolio will purchase, sell, enter into or use, and will provide an ongoing evaluation of the Portfolio. The Sub-adviser will determine what portion of the Portfolio shall be invested in securities and other assets. The Sub-adviser Advisor further agrees that, in performing its duties hereunder, it will: (a) with regard to its activities under this Agreement, use reasonable efforts to comply in all material respects with the applicable provisions of the 1940 Act Act, the Advisers Act, and all applicable rules and regulations thereunder, the Advisers Act, applicable sections of the U.S. Internal Revenue Code of 1986, as amended (the "“Code"), ”) and all other applicable federal and state laws and regulations, and with any applicable procedures adopted by the Trustees, as they may be amended from time to time, provided that written copies of such procedures and amendments thereto are provided to the Sub-Advisor by the Advisor; (b) use reasonable efforts to manage the Portfolio Fund so that it will qualify, and continue to qualify (except where extraordinary circumstances dictate otherwise)qualify, as a regulated investment company under Subchapter M of the Code and regulations issued thereunder; provided, however, the Sub-Advisor shall not be responsible for the tax effect of any decisions made by or any actions taken by any person other than the Sub-Advisor; (c) place orders pursuant to its investment determinations for the Portfolio directly with the issuer, or with any broker or dealer the Sub-adviser may chooseFund, in accordance with applicable policies expressed in the Portfolio's Fund’s Prospectus and/or Statement of Additional Information or otherwise established through written guidelines established by the Fund and in accordance with applicable legal requirementsprovided to the Sub-Advisor by the Advisor, including without limitation, Section 4 hereof; (d) furnish to the Trust and the Advisor whatever statistical information the Trust or the Advisor may reasonably request in writing with respect to the Portfolio's Fund’s assets or contemplated investments. In addition, the Sub-adviser Advisor will keep the Trust Trust, the Advisor and the Trustees informed of developments which the Sub-Advisor reasonably believes will materially affecting affect the Portfolio Fund’s portfolio and shall, on the Sub-adviser's Advisor’s own initiative, furnish to the Trust Fund from time to time whatever information the Sub-adviser Advisor believes appropriate for this purpose; (e) make available to the Manager Fund’s administrator (the “Administrator”), the Advisor and the Trust, promptly upon their written request, such copies of its investment records and ledgers with respect to the Portfolio Fund as may reasonably be required to assist the Manager Advisor, the Administrator and the Trust in their compliance with applicable laws and regulations. The Sub-adviser Advisor will furnish the Trustees Trustees, the Administrator, the Advisor and the Trust with such periodic and special reports regarding the Portfolio Fund as they may reasonably request in writingrequest; (f) meet periodically with the Advisor and the Trustees, in person or by teleconference, to explain its investment management activities, and any reports related to the Fund as may reasonably be requested by the Advisor and/or the Trust; (g) immediately notify the Manager Advisor, in writing, of the receipt of any notice of a class action proceeding related to the Fund or any other action or proceeding in which the Advisor or the Fund may be entitled to participate as a result of the Fund’s securities holdings. The Sub-Advisor shall have no responsibility for filing claims on behalf of the Advisor or the Trust with respect to any such actions. The Sub-Advisor’s responsibility with respect to such matters shall be to comply with the foregoing notification obligations and to cooperate with the Advisor and the Trust in making such filings, which shall include providing any relevant information regarding the Fund’s securities holdings to the Advisor. (h) provide assistance to the Advisor, custodian or recordkeeping agent for the Fund in determining or confirming, consistent with the procedures and policies stated in the Fund’s valuation procedures and/or Registration Statement, the value of any portfolio securities or other assets of the Fund for which the Advisor, custodian or recordkeeping agent seeks assistance from the Sub-Advisor or identifies for review by the Sub-Advisor. This assistance includes (but is not limited to): (i) designating an employee of the Sub-Advisor for consultation when the Trustees convene; (ii) notifying the Advisor in the event the Sub-Advisor determines, with respect to a security that is held both by the Fund and by another account managed by the Sub-Advisor, to price the security pursuant to such other account’s policies and procedures for determining the fair value of a security; (iii) obtaining bids and offers or quotes from broker/dealers or market-makers with respect to securities held by the Fund, upon the request of the Advisor; (iv) verifying pricing and providing fair valuations or recommendations for fair valuation in accordance with the Fund’s valuation procedures, as they may be amended from time to time; and (v) maintaining adequate records and written backup information with respect to the securities valuation services provided hereunder, and providing such information to the Advisor upon request. (i) assist the Advisor, the Fund, and any of its or their trustees, directors, officers, and/or employees in complying with the provisions of the Xxxxxxxx-Xxxxx Act of 2002 to the extent such provisions relate to the services to be provided by, and obligations of, the Sub-Advisor hereunder. Specifically, and without limitation to the foregoing, the Sub-Advisor agrees to provide certifications to the principal executive and financial officers of the Fund that correspond to and/or filing of the Fund’s Form N-CSRs. N-Qs, N-SARs, shareholder reports, financial statements, and other disclosure documents or regulatory filings, in such form and content as the Advisor shall reasonably request or as in accordance with procedures adopted by the Trust. (j) assist the Fund, and accordingly, the Trust’s Chief Compliance Officer (“CCO”) in complying with Rule 38a-1 under the 1940 Act. Specifically, the Sub-Advisor represents and warrants that it shall maintain a compliance program in accordance with the requirements of Rule 206(4)-7 under the Advisers Act, and shall provide the CCO with reasonable access to information regarding the Sub-Advisor’s compliance program, which access shall include on-site visits with the Sub-Advisor as may be reasonably requested from time to time. In connection with the periodic review and annual report required to be prepared by the CCO pursuant to Rule 38a-1, the Sub-Advisor agrees to provide certifications as may be reasonably requested by the CCO related to the design and implementation of the Sub-Advisor’s compliance program. (k) provide assistance as may be reasonably requested by the Advisor in connection with compliance by the Fund with any current or future legal and regulatory requirements related to the services provided by the Sub-Advisor hereunder. The Fund is, however, ultimately responsible for legal and regulatory requirements. (l) immediately notify the Advisor and the Fund to the extent required by applicable law in the event that the Sub-adviser Advisor or any of its affiliates: (1) becomes aware that it is subject to a statutory disqualification that prevents the Sub-adviser Advisor from serving as an investment adviser advisor pursuant to this Sub-advisory Agreement; or (2) becomes aware that it is the subject of an administrative proceeding or enforcement action by the SEC Securities and Exchange Commission (“SEC”) or other regulatory authority. The Advisor recognizes that it may not be reasonable in all cases for the Sub-adviser Advisor to be aware of all administrative proceedings or enforcement actions by the SEC or other regulatory authority concerning its affiliates. The Sub-Advisor further agrees to notify the Trust Fund and the Manager promptly if Advisor immediately of any statement regarding material fact known to the Sub-adviser contained in the Trust's Registration Statement with respect Advisor respecting or relating to the Portfolio, Sub-Advisor that would make any written information previously provided to the Advisor materially inaccurate or incomplete or if any amendment or supplement thereto, such written information becomes untrue or incomplete in any material respect. In performing its duties under this Agreement, ; (m) immediately notify the Advisor if the Sub-adviser Advisor suffers a material adverse change in its business that would materially impair its ability to perform its relevant duties for the Fund. For the purposes of this paragraph, a “material adverse change” shall manage include, but is not limited to, a material loss of assets or accounts under management or the departure of senior investment professionals to the extent such professionals are not replaced promptly with professionals of comparable experience and invest the Portfolio's assets in accordance with the Portfolio's investment objectives, policies and restrictions as well as applicable federal and state securities laws, based upon instructions as quality; (n) use no inside information that may be provided in its possession in making investment decisions for the Fund, nor seek to obtain any such information; and (o) use its best judgment and efforts in rendering the Sub-adviser advice and services contemplated by the Manager, the Portfolio's administrator, accountant, custodian or other agent designated by the Manager as responsible for testing compliance of the Portfolio (the "Compliance Agent"). The Sub-adviser further agrees to manage and invest the Portfolio's assets in accordance with instructions as may be provided to the Sub-adviser from time to time by the Manager or the Compliance Agent in an effort to ensure that the Portfolio meets and maintains, so long as required by the Code, the requirements for qualification as a regulated investment company under Subchapter M of the Code and regulations issued thereunder. In fulfilling its obligations under this Agreement, the Sub-adviser shall be entitled to reasonably rely on and act in accordance with instructions provided by the Manager or Compliance Agent.

Investment Advisory Duties. Subject to the supervision of the Board of Trustees Directors of the Trust and the ManagerFund, the Sub-adviser Adviser will, in coordination with the Manager, (a) provide a program of continuous investment management for the Portfolio Portfolios in accordance with the Portfolio's Portfolios' investment objectives, policies and limitations as stated in the each Portfolio's Prospectus and Statement of Additional Information included as part of the TrustFund's Registration Statement on behalf of the Portfolio filed with the Securities and Exchange Commission, as they may be amended from time to time, copies of which shall be provided to the Sub-adviser Adviser by the ManagerFund; (b) make investment decisions for the PortfolioPortfolios; and (c) place orders to purchase and sell securities for the Portfolio. In particular, the Sub-adviser will be responsible for the market timing of purchases and sales and for all yield enhancement strategies used in managing the PortfolioPortfolios. In performing its investment management services to the Portfolio Portfolios hereunder, the Sub-adviser Adviser will provide the Portfolio Portfolios with ongoing investment guidance and policy direction, including oral and written research, analysis, advice, statistical and economic data, and judgments regarding individual investments, general economic conditions and trends and long-range investment policy. The Sub-adviser Adviser will determine the securities, instruments, repurchase agreements, options options, futures and other investments and techniques that the Portfolio Portfolios will purchase, sell, enter into or use, and will provide an ongoing evaluation of the PortfolioPortfolios' investments. The Sub-adviser Adviser will determine what portion of the Portfolio Portfolios' investments shall be invested in securities and other assets, and what portion, if any, should be held uninvested. The SubAdviser shall furnish to the Fund adequate (i) office space, which may be space within the offices of the Adviser or in such other places as may be agreed upon from time to time, and (ii) office furnishings, facilities and equipment as may be reasonably required for managing the corporate affairs and conducting the business of the Fund, including complying with the corporate reporting requirements of the various states in which the Fund does business, and conducting correspondence and other communications with the stockholders of the Fund. The Adviser shall employ or provide and compensate the executive, secretarial and clerical personnel necessary to provide such services. Subject to the approval of the Fund's Board of Directors (including a majority of the Directors who are not "interested persons" of the Fund as defined in the 0000 Xxx) and of the shareholders of the Fund, the Adviser may delegate to a sub-adviser its duties enumerated in Section 2 hereof. The Adviser shall continue to supervise the performance of any such sub-adviser and shall report regularly thereon to the Fund's Board of Directors. The Adviser further agrees that, in performing its duties hereunder, it will: (a) comply with the 1940 Act and all rules and regulations thereunder, the Advisers Act, applicable sections of the Internal Revenue Code of 1986, as amended (the "Code"), and all other applicable federal and state laws and regulations, and with any applicable procedures adopted by the TrusteesDirectors; (b) use reasonable efforts to manage the each Portfolio so that it will qualify, and continue to qualify (except where extraordinary circumstances dictate otherwise)qualify, as a regulated investment company under Subchapter M of the Code and regulations issued thereunder; (c) place orders pursuant to its investment determinations for the each Portfolio directly with the issuer, or with any broker or dealer the Sub-adviser may choosedealer, in accordance with applicable policies expressed in the each Portfolio's Prospectus and/or Statement of Additional Information and in accordance with applicable legal requirements; (d) furnish to the Trust Fund whatever statistical information the Trust Fund may reasonably request in writing with respect to the each Portfolio's assets or contemplated investments. In addition, the Sub-adviser Adviser will keep the Trust Fund and the Trustees Directors informed of developments materially affecting the Portfolio each Portfolio's investments and shall, on the Sub-adviserAdviser's own initiative, furnish to the Trust Fund from time to time whatever information the Sub-adviser Adviser believes appropriate for this purpose; (e) make available to the Manager and the TrustFund, promptly upon their written its request, such copies of its the Adviser's investment records and ledgers with respect to the Portfolio Portfolios as may be required to assist the Manager and the Trust Fund in their its compliance with applicable laws and regulations. The Sub-adviser Adviser will furnish the Trustees Directors with such periodic and special reports regarding the each Portfolio as they may reasonably request in writing;request; and (f) immediately notify the Manager and the Trust Fund in the event that the Sub-adviser Adviser or any of its affiliates: (1) becomes aware that it is subject to a statutory disqualification that prevents the Sub-adviser Adviser from serving as an investment adviser pursuant to this Sub-advisory Agreement; or (2) becomes aware that it is the subject of an administrative proceeding or enforcement action by the SEC Securities and Exchange Commission ("SEC") or other regulatory authority. The Sub-adviser Adviser further agrees to notify the Trust and Fund immediately of any material fact known to the Manager promptly if any statement regarding Adviser respecting or relating to the Sub-adviser Adviser that is not contained in the TrustFund's Registration Statement with respect to the PortfolioStatement, or any amendment or supplement thereto, but that is required to be disclosed therein, and of any statement contained therein that becomes untrue or incomplete in any material respect. In performing its duties under this Agreement, the Sub-adviser shall manage and invest the Portfolio's assets in accordance with the Portfolio's investment objectives, policies and restrictions as well as applicable federal and state securities laws, based upon instructions as may be provided to the Sub-adviser by the Manager, the Portfolio's administrator, accountant, custodian or other agent designated by the Manager as responsible for testing compliance of the Portfolio (the "Compliance Agent"). The Sub-adviser further agrees to manage and invest the Portfolio's assets in accordance with instructions as may be provided to the Sub-adviser from time to time by the Manager or the Compliance Agent in an effort to ensure that the Portfolio meets and maintains, so long as required by the Code, the requirements for qualification as a regulated investment company under Subchapter M of the Code and regulations issued thereunder. In fulfilling its obligations under this Agreement, the Sub-adviser shall be entitled to reasonably rely on and act in accordance with instructions provided by the Manager or Compliance Agent.

Investment Advisory Duties. Subject to the supervision of the Board of Trustees Directors of the Trust and the ManagerFund, the Sub-adviser will, in coordination with Adviser shall manage the Manager, (a) provide a program of continuous investment management for the Portfolio in accordance with the Portfolio's investment objectives, policies and limitations as stated in the Portfolio's Prospectus and Statement of Additional Information included as part operations of the Trust's Registration Statement on behalf of the Portfolio filed with the Securities and Exchange CommissionFund, as they may be amended from time to time, copies of which shall be provided subject to the Sub-adviser by the Manager; (b) make investment decisions for the Portfolio; and (c) place orders to purchase and sell securities for the Portfolio. In particular, the Sub-adviser will be responsible for the market timing of purchases and sales and for all yield enhancement strategies used in managing the Portfolio. In performing its investment management services to the Portfolio hereunder, the Sub-adviser will provide the Portfolio with ongoing investment guidance and policy direction. The Sub-adviser will determine the securities, instruments, repurchase agreements, options and other investments and techniques that the Portfolio will purchase, sell, enter into or use, and will provide an ongoing evaluation of the Portfolio. The Sub-adviser will determine what portion of the Portfolio shall be invested in securities and other assets. The Sub-adviser further agrees that, in performing its duties hereunder, it willfollowing: (a) the Adviser shall provide supervision of the Fund's investments, furnish a continuous investment program for the Fund's portfolio, determine from time to time what securities will be purchased, retained or sold by the Fund, and what portion of the assets will be invested or held uninvested as cash; (b) the Adviser shall use the same skill and care in the management of the Fund's portfolio as it uses in the management of other accounts for which it has investment responsibility; (c) the Adviser, in the performance of its duties and obligations under this Agreement, shall act in conformity with the Articles of Incorporation, By-laws and Prospectus of the Fund and with the instructions and directions of the Board of Directors of the Fund and will conform to and comply with the requirements of the 1940 Act and all rules and regulations thereunder, the Advisers Act, applicable sections of the Internal Revenue Code of 1986, as amended (the "Code"), and all other applicable federal Federal and state laws and regulations, and with any applicable procedures adopted by the Trustees; (bd) manage the Portfolio so that it Adviser shall determine the securities to be purchased or sold by the Fund and will qualify, and continue to qualify (except where extraordinary circumstances dictate otherwise), as a regulated investment company under Subchapter M of the Code and regulations issued thereunder; (c) place orders pursuant to its investment determinations for the Portfolio either directly with the issuer, issuer or with any broker or and/or dealer the Sub-adviser may choose, in accordance with applicable policies expressed who specializes in the Portfolio's Prospectus and/or Statement securities in which the Fund is active, but shall in no event place such orders with any affiliated person of Additional Information and in accordance with applicable legal requirements; (d) furnish to the Trust whatever statistical information the Trust may reasonably request in writing with respect to the Portfolio's assets or contemplated investmentsAdviser. In addition, placing orders with brokers and/or dealers the Sub-adviser will keep Adviser shall attempt to obtain the Trust best price and the Trustees informed most favorable execution of developments materially affecting its orders, subject to such other considerations as may be set forth in the Portfolio and shall, on then most recent prospectus of the Sub-adviser's own initiative, furnish to the Trust from time to time whatever information the Sub-adviser believes appropriate for this purposeFund; (e) make available to the Manager Adviser shall maintain books and the Trust, promptly upon their written request, such copies of its investment records and ledgers with respect to the Portfolio as may be required Fund's securities transactions and shall render to assist the Manager and the Trust in their compliance with applicable laws and regulations. The Sub-adviser will furnish the Trustees with Fund's Board of Directors such periodic and special reports regarding as the Portfolio as they Fund's Board of Directors may reasonably request in writingrequest; (f) immediately notify the Manager investment advisory services of the Adviser to the Fund under this Agreement are not to be deemed exclusive, and the Trust Adviser shall be free to render similar services to others. In addition, it is understood that the persons employed by the Adviser to assist in the event performance of its duties under this Agreement will not necessarily devote their full time to such activity. The Adviser may contract with other entities to assist it in rendering services described herein; provided, however, that the Sub-adviser or any of its affiliates: (1) becomes aware that it is subject Adviser will continue to a statutory disqualification that prevents the Sub-adviser from serving as an investment adviser pursuant to this Sub-advisory Agreement; or (2) becomes aware that it is the subject of an administrative proceeding or enforcement action by the SEC or other regulatory authority. The Sub-adviser further agrees to notify the Trust and the Manager promptly if any statement regarding the Sub-adviser contained in the Trust's Registration Statement be contractually bound with respect to the Portfolio, or any amendment or supplement thereto, becomes untrue or incomplete in any material respect. In performing performance of its duties under this Agreement, the Sub-adviser shall manage and invest the Portfolio's assets in accordance with the Portfolio's investment objectives, policies and restrictions obligations as well as applicable federal and state securities laws, based upon instructions as may be provided to the Sub-adviser by the Manager, the Portfolio's administrator, accountant, custodian or other agent designated by the Manager as responsible for testing compliance of the Portfolio (the "Compliance Agent"). The Sub-adviser further agrees to manage and invest the Portfolio's assets in accordance with instructions as may be provided to the Sub-adviser from time to time by the Manager or the Compliance Agent in an effort to ensure that the Portfolio meets and maintains, so long as required by the Code, the requirements for qualification as a regulated investment company under Subchapter M of the Code and regulations issued thereunder. In fulfilling its obligations under this Agreement, the Sub-adviser shall be entitled to reasonably rely on and act in accordance with instructions provided by the Manager or Compliance Agentset forth herein.

Investment Advisory Duties. Subject to the supervision of the Board of Trustees of the Trust and the ManagerAdvisor, the Sub-adviser Advisor will, in coordination with the Manager, Advisor as described below: (a) provide a program of continuous investment management for the Portfolio in accordance with the Portfolio's investment objectives, policies and limitations as stated in the Portfolio's Prospectus and Statement of Additional Information included as part of the Trust's Registration Statement on behalf of the Portfolio filed with the Securities and Exchange Commission, as they may be amended from time to time, copies of which shall be provided to the Sub-adviser by the ManagerFund; (b) make investment decisions for the PortfolioFund; and (c) place orders to purchase and sell securities for the Portfolio. In particularFund in accordance with the Fund's investment objectives, policies and limitations as stated in the Fund's current Prospectus and Statement of Additional Information as provided to the Sub-adviser will Advisor by the Advisor, as they may be responsible for amended from time to time; provided, that the market timing of purchases and sales and for all yield enhancement strategies used in managing the Portfolio. In performing its investment management services to the Portfolio hereunder, Advisor shall provide the Sub-adviser will provide the Portfolio with ongoing Advisor reasonable advance notice of any change to such investment guidance objectives, policies and policy directionlimitations. The Sub-adviser will determine the securities, instruments, repurchase agreements, options and other investments and techniques that the Portfolio will purchase, sell, enter into or use, and will provide an ongoing evaluation of the Portfolio. The Sub-adviser will determine what portion of the Portfolio shall be invested in securities and other assets. The Sub-adviser Advisor further agrees that, in performing its duties hereunder, it will: (a) with regard to its activities under this Agreement, use reasonable efforts to comply in all material respects with the applicable provisions of the 1940 Act Act, the Advisers Act, and all applicable rules and regulations thereunder, the Advisers Act, applicable sections of the U.S. Internal Revenue Code of 1986, as amended (the "Code"), and all other applicable federal and state laws and regulations, and with any applicable procedures adopted by the Trustees, as they may be amended from time to time, provided that written copies of such procedures and amendments thereto are provided to the Sub-Advisor by the Advisor; (b) use reasonable efforts to manage the Portfolio Fund so that it will qualify, and continue to qualify (except where extraordinary circumstances dictate otherwise)qualify, as a regulated investment company under Subchapter M of the Code and regulations issued thereunder; provided, however, the Sub-Advisor shall not be responsible for the tax effect of any decisions made by or any actions taken by any person other than the Sub-Advisor; (c) place orders pursuant to its investment determinations for the Portfolio directly with the issuer, or with any broker or dealer the Sub-adviser may chooseFund, in accordance with applicable policies expressed in the PortfolioFund's Prospectus and/or Statement of Additional Information or otherwise established through written guidelines established by the Fund and in accordance with applicable legal requirementsprovided to the Sub-Advisor by the Advisor, including without limitation, Section 4 hereof; (d) furnish to the Trust and the Advisor whatever statistical information the Trust or the Advisor may reasonably request in writing with respect to the PortfolioFund's assets or contemplated investments. In addition, the Sub-adviser Advisor will keep the Trust Trust, the Advisor and the Trustees informed of developments that the Sub-Advisor reasonably believes will materially affecting affect the Portfolio Fund's portfolio, and shall, on the Sub-adviserAdvisor's own initiative, furnish to the Trust from time to time whatever information the Sub-adviser Advisor believes appropriate for this purpose; (e) make available to the Manager Fund's administrator (the "Administrator"), the Advisor and the Trust, promptly upon their written request, such copies of its investment records and ledgers with respect to the Portfolio Fund as may reasonably be required to assist the Manager Advisor, the Administrator and the Trust in their compliance with applicable laws and regulations. The Sub-adviser Advisor will furnish the Trustees Trustees, the Administrator, the Advisor and the Trust with such periodic and special reports regarding the Portfolio Fund as they may reasonably request in writingrequest; (f) meet periodically with the Advisor and the Trustees, in person or by teleconference, to explain its investment management activities, and any reports related to the Fund as may reasonably be requested by the Advisor and/or the Trust; (g) immediately notify the Manager Advisor, in writing, of the receipt of any notice of a class action proceeding related to the Fund or any other action or proceeding in which the Advisor or the Fund may be entitled to participate as a result of the Fund's securities holdings. The Sub-Advisor shall have no responsibility for filing claims on behalf of the Advisor or the Trust with respect to any such actions. The Sub-Advisor's responsibility with respect to such matters shall be to comply with the foregoing notification obligations and to cooperate with the Advisor and the Trust in making such filings, which shall include providing any relevant information regarding the Fund's securities holdings to the Advisor; (h) provide assistance to the Advisor, custodian or recordkeeping agent for the Fund in determining or confirming, consistent with the procedures and policies stated in the Fund's valuation procedures and/or Registration Statement, the value of any portfolio securities or other assets of the Fund for which the Advisor, custodian or recordkeeping agent seeks assistance from the Sub-Advisor or identifies for review by the Sub-Advisor. This assistance includes (but is not limited to): (i) designating an employee of the Sub-Advisor for consultation when the Trustees convene; (ii) notifying the Advisor in the event the Sub-Advisor determines, with respect to a security that is held both by the Fund and by another account managed by the Sub-Advisor, to price the security pursuant to such other account's policies and procedures for determining the fair value of a security; (iii) obtaining bids and offers or quotes from broker/dealers or market-makers with respect to securities held by the Fund, upon the request of the Advisor; (iv) verifying pricing and providing fair valuations or recommendations for fair valuation in accordance with the Fund's valuation procedures, as they may be amended from time to time; and (v) maintaining adequate records and written backup information with respect to the securities valuation services provided hereunder, and providing such information to the Advisor upon request; (i) assist the Advisor, the Fund, and any of its or their trustees, directors, officers, and/or employees in complying with the provisions of the Xxxxxxxx-Xxxxx Act of 2002 to the extent such provisions relate to the services to be provided by, and obligations of, the Sub-Advisor hereunder. Specifically, and without limitation to the foregoing, the Sub-Advisor agrees to provide certifications to the principal executive and financial officers of the Fund that correspond to the drafting and/or filing of the Fund's Form N-CSRs. N-Qs, N-SARs, shareholder reports, financial statements, and other disclosure documents or regulatory filings, in such form and content as the Advisor shall reasonably request or as in accordance with procedures adopted by the Trust; (j) assist the Fund, and accordingly, the Trust's Chief Compliance Officer ("CCO") in complying with Rule 38a-1 under the 1940 Act. Specifically, the Sub-Advisor represents and warrants that it shall maintain a compliance program in accordance with the requirements of Rule 206(4)-7 under the Advisers Act, and shall provide the CCO with reasonable access to information regarding the Sub-Advisor's compliance program, which access shall include on-site visits with the Sub-Advisor as may be reasonably requested from time to time. In connection with the periodic review and annual report required to be prepared by the CCO pursuant to Rule 38a-1, the Sub-Advisor agrees to provide certifications as may be reasonably requested by the CCO related to the design and implementation of the Sub-Advisor's compliance program; (k) provide assistance as may be reasonably requested by the Advisor in connection with compliance by the Fund with any current or future legal and regulatory requirements related to the services provided by the Sub-Advisor hereunder; (l) immediately notify the Advisor and the Trust to the extent required by applicable law in the event that the Sub-adviser Advisor or any of its affiliates: (1) becomes aware that it is subject to a statutory disqualification that prevents the Sub-adviser Advisor from serving as an investment adviser advisor pursuant to this Sub-advisory Agreement; or (2) becomes aware that it is the subject of an administrative proceeding or enforcement action by the SEC Securities and Exchange Commission ("SEC") or other regulatory authority. The Sub-adviser Advisor further agrees to notify the Trust and the Manager promptly if Advisor immediately of any statement regarding material fact known to the Sub-adviser contained in the Trust's Registration Statement with respect Advisor respecting or relating to the Portfolio, Sub-Advisor that would make any written information previously provided to the Advisor or the Trust materially inaccurate or incomplete or if any amendment or supplement thereto, such written information becomes untrue or incomplete in any material respect. In performing its duties under this Agreement, ; (m) immediately notify the Advisor and the Trust if the Sub-adviser Advisor suffers a material adverse change in its business that would materially impair its ability to perform its relevant duties for the Fund. For the purposes of this paragraph, a "material adverse change" shall manage include, but is not limited to, a material loss of assets or accounts under management or the departure of senior investment professionals to the extent such professionals are not replaced promptly with professionals of comparable experience and invest the Portfolio's assets in accordance with the Portfolio's investment objectives, policies and restrictions as well as applicable federal and state securities laws, based upon instructions as quality; (n) use no inside information that may be provided in its possession in making investment decisions for the Fund, nor seek to obtain any such information; and (o) use its best judgment and efforts in rendering the Sub-adviser advice and services contemplated by the Manager, the Portfolio's administrator, accountant, custodian or other agent designated by the Manager as responsible for testing compliance of the Portfolio (the "Compliance Agent"). The Sub-adviser further agrees to manage and invest the Portfolio's assets in accordance with instructions as may be provided to the Sub-adviser from time to time by the Manager or the Compliance Agent in an effort to ensure that the Portfolio meets and maintains, so long as required by the Code, the requirements for qualification as a regulated investment company under Subchapter M of the Code and regulations issued thereunder. In fulfilling its obligations under this Agreement, the Sub-adviser shall be entitled to reasonably rely on and act in accordance with instructions provided by the Manager or Compliance Agent.

Investment Advisory Duties. Subject to the supervision of the Board of Trustees of the Trust and the Manager, the Sub-adviser will, in coordination with the Manager, (a) provide a program of continuous investment management for the Portfolio each Fund in accordance with the Portfolio's each such Fund’s investment objectives, policies and limitations as stated in the Portfolio's each such Fund’s Prospectus and Statement of Additional Information included as part of the Trust's ’s Registration Statement on behalf of the Portfolio each Fund filed with the Securities and Exchange Commission, Commission as they may be amended from time to time, copies of which shall be provided to the Sub-adviser Adviser by the ManagerManager prior to the effective date of this Sub-advisory Agreement and in advance of the effective date of any amendment in the event of any amendment to the investment objectives, policies and limitations; (b) make investment decisions for the Portfolioeach Fund; and (c) place orders to purchase and sell securities for the Portfolioeach Fund. In particular, the Sub-adviser will be responsible for the market timing of purchases and sales in the market and for all yield or other return enhancement strategies used in managing the Portfolioeach Fund. In performing its investment management services to the Portfolio each Fund hereunder, the Sub-adviser will provide the Portfolio each Fund with ongoing investment guidance and policy direction. The Sub-adviser will determine the securities, instruments, repurchase agreements, options and other investments and techniques that the Portfolio each Fund will purchase, sell, enter into or use, and will provide an ongoing evaluation of each Fund to the PortfolioManager and the Trust. The Sub-adviser will determine what portion of the Portfolio each Fund shall be invested in securities and other assets. However, if the Manager specifies that the Sub-adviser shall be responsible solely for providing such services as are set forth herein with respect only to a portion of a Fund’s assets, the Sub-adviser shall not provide all such services as described herein with respect to the whole of such Fund, but solely with respect to such portion of such Fund’s assets as directed by the Manager. Subject to the Prospectus and Statement of Additional Information, the Sub-Adviser, acting as agent, will have complete discretion over each Fund (without prior reference to the Manager) to buy, sell, retain, exchange or otherwise deal in investments and other assets. For the avoidance of doubt subject to applicable law, the Sub-Adviser’s discretion shall include authority to employ agents (including affiliates) to perform any administrative, dealing or ancillary services required to enable the Sub-Adviser to perform services envisaged under this Sub-advisory Agreement. The investment objectives, policies and limitations will not be breached as a result of any events or circumstances outside the reasonable control of the Sub-Adviser including, but not limited to, changes in the price or value of assets of the Fund brought about solely through movements in the market although Sub-Adviser shall take such remedial actions as may be set forth in the Prospectus or Statement of Additional Information or otherwise instructed by the Manager. The Sub-adviser further agrees that, in performing its duties hereunder, it will: (a) comply with the 1940 Act and all rules and regulations thereunder, the Advisers Act, applicable sections of the Internal Revenue Code of 1986, as amended (the "“Code"”), and all other applicable federal and state laws and regulations, and with any applicable procedures adopted by the TrusteesTrustees and/or the Manager (collectively, “Applicable Law”). The Manager will identify the Applicable Laws for Sub-Adviser and provide copies or otherwise make the Sub-Adviser aware of the content of the Applicable Laws as well as, in a reasonably timely manner, any amendments thereto; in addition Manager will (or will cause external counsel to) (i) provide Sub-Adviser with written summaries of changes to the Applicable Laws and (ii) provide, upon request, assistance in the interpretation of the Applicable Laws; (b) manage the Portfolio each Fund so that it will qualify, and continue to qualify (except where extraordinary circumstances dictate otherwise)qualify, as a regulated investment company under Subchapter M of the Code and regulations issued thereunder; provided that Manager shall provide (or cause to be provided) advice and guidance as to the requirements of Subchapter M of the Code; (c) place orders pursuant to its investment determinations for the Portfolio each Fund directly with the issuer, or with any broker or dealer the Sub-adviser may choose, in accordance with applicable policies expressed in the Portfolio's each such Fund’s Prospectus and/or Statement of Additional Information and in accordance with applicable legal requirements; (d) furnish to the Trust whatever statistical or other information the Trust may reasonably request in writing with respect to the Portfolio's each such Fund’s assets or contemplated investments. In addition, the Sub-adviser will keep the Trust and the Trustees informed of developments materially affecting the Portfolio each Fund and shall, on the Sub-adviser's ’s own initiative, furnish to the Trust from time to time whatever information the Sub-adviser believes appropriate for this purpose; (e) make available to the Manager and the Trust, promptly upon their written request, such copies of its investment records and ledgers with respect to the Portfolio each Fund as may reasonably be required to assist the Manager and the Trust in their compliance with applicable laws and regulations. The Sub-adviser will furnish the Trustees and/or the Manager with such periodic and special reports regarding the Portfolio each Fund as they may reasonably request in writingrequest; (f) immediately promptly notify the Manager and the Trust in the event that the Sub-adviser or any of its affiliates: (1) becomes aware that it is subject to a statutory disqualification that prevents the Sub-adviser from serving as an investment adviser pursuant to this Sub-advisory Agreement; or (2) becomes aware that it is the subject of an administrative proceeding or enforcement action by the SEC or other regulatory authority; or (3) becomes a party to any litigation material to each Fund or Manager. The Sub-adviser further agrees to notify the Trust and the Manager promptly if any statement regarding each Fund or the Sub-adviser Adviser contained in the Trust's ’s Registration Statement with respect to the PortfolioStatement, or any amendment or supplement thereto, becomes inaccurate, untrue or incomplete in any material respect. ; and (g) provide to the Manager and Trust such information and assurances (including certifications and sub-certifications) as the Manager, the Trust or the Trustees of the Trust may reasonably request from time to time in order to assist the Manager, the Trust or the Trustees in complying with applicable laws, rules and regulations, including requirements in connection with the preparation and/or filing of the Trust’s Form N-CSRs and Form N-Qs In performing its duties under this Sub-advisory Agreement, the Sub-adviser shall manage and invest the Portfolio's each such Fund’s assets in accordance with the Portfolio's each such Fund’s investment objectives, policies and restrictions as well as applicable federal and state securities laws, based upon laws and in accordance with any written instructions as may be provided to the Sub-adviser by the Manager, the Portfolio's administrator, accountant, custodian Manager or other agent designated by the Manager as responsible for testing compliance of the Portfolio (the "Compliance Agent")Manager. The Sub-adviser further agrees to manage and invest the Portfolio's each such Fund’s assets in accordance with instructions as may be provided to the Sub-adviser from time to time by the Manager or the Compliance Agent pursuant to section 18 of this Sub-advisory Agreement in an effort to ensure that the Portfolio each Fund meets and maintains, so long as required by the Code, the requirements for qualification as a regulated investment company under Subchapter M of the Code and regulations issued thereunder. In fulfilling its obligations under this Agreement, The Sub-advisor hereby represents and warrants to the Manager that (i) it is properly registered with the SEC as an investment adviser and (ii) a true correct and complete copy of the Sub-adviser shall be entitled advisor’s current Form ADV is being furnished to reasonably rely on and act in accordance with instructions provided by the Manager or Compliance Agent.with this Sub-advisory Agreement

Investment Advisory Duties. Subject to the supervision of the Board of Trustees of the Trust and the ManagerGroup, the Sub-adviser will, in coordination with the Manager, Adviser will (a) provide a program of continuous investment management for the Portfolio Fund in accordance with the PortfolioFund's investment objectives, policies and limitations as stated in the PortfolioFund's Prospectus prospectus and Statement of Additional Information included as part of the TrustGroup's Registration Statement on behalf of the Portfolio filed with the Securities and Exchange Commission, as they may be amended from time to time, copies of which shall be provided to the Sub-adviser Adviser by the ManagerGroup; (b) make investment decisions for the PortfolioFund; and (c) place orders to purchase and sell securities for the Portfolio. In particular, the Sub-adviser will be responsible for the market timing of purchases and sales and for all yield enhancement strategies used in managing the PortfolioFund. In performing its investment management services to the Portfolio Fund hereunder, the Sub-adviser Adviser will provide the Portfolio Fund with ongoing investment guidance and policy direction, including oral and written research, analysis, advice, statistical and economic data and judgments regarding individual investments, general economic conditions and trends and long-range investment policy. The Sub-adviser Adviser will determine the securities, instruments, repurchase agreements, options and other investments and techniques that the Portfolio Fund will purchase, sell, enter into or use, and will provide an ongoing evaluation of the PortfolioFund's portfolio. The Sub-adviser Adviser will determine what portion of the Portfolio Fund's portfolio shall be invested in securities and other assets, and what portion if any, should be held uninvested. The Sub-adviser Adviser further agrees that, in performing its duties hereunder, it will: (a) comply with the 1940 Act and all rules and regulations thereunder, the Advisers Act, applicable sections of the Internal Revenue Code of 1986, as amended (the "Code"), ) and all other applicable federal and state laws and regulations, and with any applicable procedures adopted by the Trustees; (b) use reasonable efforts to manage the Portfolio Fund so that it will qualify, and continue to qualify (except where extraordinary circumstances dictate otherwise)qualify, as a regulated investment company under Subchapter M of the Code and regulations issued thereunder; (c) place orders pursuant to its investment determinations for the Portfolio Fund directly with the issuer, or with any broker or dealer the Sub-adviser may choosedealer, in accordance with applicable policies expressed in the PortfolioFund's Prospectus prospectus and/or Statement of Additional Information and in accordance with applicable legal requirements; (d) furnish to the Trust Group whatever statistical information the Trust Group may reasonably request in writing with respect to the PortfolioFund's assets or contemplated investments. In addition, the Sub-adviser Adviser will keep the Trust Group and the Trustees informed of developments materially affecting the Portfolio Fund's portfolio and shall, on the Sub-adviserAdviser's own initiative, furnish to the Trust Group from time to time whatever information the Sub-adviser Adviser believes appropriate for this purpose; (e) make available to the Manager Group's administrator (the "Administrator"), and the TrustGroup, promptly upon their written request, such copies of its investment records and ledgers with respect to the Portfolio Fund as may be required to assist the Manager Administrator and the Trust Group in their compliance with applicable laws and regulations. The Sub-adviser Adviser will furnish the Trustees with such periodic and special reports regarding the Portfolio Fund as they may reasonably request in writingrequest; (f) immediately notify the Manager and the Trust Group in the event that the Sub-adviser Adviser or any of its affiliates: (1) becomes aware that it is subject to a statutory disqualification that prevents the Sub-adviser Adviser from serving as an investment adviser pursuant to this Sub-advisory Agreement; or (2) becomes aware that it is the subject of an administrative proceeding or enforcement action by the SEC Securities and Exchange Commission ("SEC") or other regulatory authority. The Sub-adviser Adviser further agrees to notify the Trust and Group immediately of any material fact known to the Manager promptly if any statement regarding Adviser respecting or relating to the Sub-adviser Adviser that is not contained in the TrustGroup's Registration Statement with respect to regarding the PortfolioFund, or any amendment or supplement thereto, but that is required to be disclosed thereon, and of any statement contained therein that becomes untrue or incomplete in any material respect. In performing its duties under this Agreement; (g) in making investment decisions for the Fund, the Sub-adviser shall manage and invest the Portfolio's assets in accordance with the Portfolio's investment objectives, policies and restrictions as well as applicable federal and state securities laws, based upon instructions as use no inside information that may be provided in its possession or in the possession of any of its affiliates, nor will the Adviser seek to the Sub-adviser by the Manager, the Portfolio's administrator, accountant, custodian or other agent designated by the Manager as responsible for testing compliance of the Portfolio (the "Compliance Agent"). The Sub-adviser further agrees to manage and invest the Portfolio's assets in accordance with instructions as may be provided to the Sub-adviser from time to time by the Manager or the Compliance Agent in an effort to ensure that the Portfolio meets and maintains, so long as required by the Code, the requirements for qualification as a regulated investment company under Subchapter M of the Code and regulations issued thereunder. In fulfilling its obligations under this Agreement, the Sub-adviser shall be entitled to reasonably rely on and act in accordance with instructions provided by the Manager or Compliance Agentobtain any such information.

Investment Advisory Duties. Subject to the supervision of the Board of Trustees of the Trust and the Manager, the Sub-adviser will, in coordination with the Manager, (a) provide a program of continuous investment management for the Portfolio in accordance with the Portfolio's investment objectives, policies and limitations as stated in the Portfolio's Prospectus and Statement of Additional Information included as part of the Trust's Registration Statement on behalf of the Portfolio filed with the Securities and Exchange Commission, as they may be amended from time to time, copies of which shall be provided to the Sub-adviser by the Manager; (b) make investment decisions for the Portfolio; and (c) place orders to purchase and sell securities for the Portfolio. In particular, the Sub-adviser will be responsible for the market timing of purchases and sales and for all yield enhancement strategies used in managing the Portfolio. In performing its investment management services to the Portfolio hereunder, the Sub-adviser will provide the Portfolio with ongoing investment guidance and policy direction, including oral and written research, analysis, advice, statistical and economic data and judgments regarding individual investments, general economic conditions and trends and long-range investment policy, with respect, in all cases, to the Portfolio. The Sub-adviser will determine the securities, instruments, repurchase agreements, options and other investments and techniques that the Portfolio will purchase, sell, enter into or use, and will provide an ongoing evaluation of the Portfolio. The Sub-adviser will determine what portion of the Portfolio shall be invested in securities and other assets. The Sub-adviser further agrees that, in performing its duties hereunder, it will: (a) comply with the 1940 Act and all rules and regulations thereunder, the Advisers Act, applicable sections of the Internal Revenue Code of 1986, as amended (the "Code"), and all other applicable federal and state laws and regulations, and with any applicable procedures adopted by the Trustees; (b) manage the Portfolio Portfolio's investments so that it will qualify, and continue to qualify (except where extraordinary circumstances dictate otherwise), as a regulated investment company under Subchapter M of the Code and regulations issued thereunder, and conduct periodically such Subchapter M compliance reviews as the Manager and Sub-adviser determine appropriate; (c) place orders pursuant to its investment determinations for the Portfolio directly with the issuer, or with any broker or dealer the Sub-adviser may choosedealer, in accordance with applicable policies expressed in the Portfolio's Prospectus and/or Statement of Additional Information and in accordance with applicable legal requirements; (d) furnish to the Trust whatever statistical information the Trust may reasonably request in writing with respect to the Portfolio's assets or contemplated investments. In addition, the Sub-adviser will keep the Trust and the Trustees informed of developments materially affecting the Portfolio and shall, on the Sub-adviser's own initiative, furnish to the Trust from time to time whatever information the Sub-adviser believes appropriate for this purpose; (e) make available to the Manager and the Trust, promptly upon their written request, such copies of its investment records and ledgers with respect to the Portfolio as may be required to assist the Manager and the Trust in their compliance with applicable laws and regulations. The Sub-adviser will furnish the Trustees with such periodic and special reports regarding the Portfolio as they may reasonably request in writingrequest; (f) immediately notify the Manager and the Trust in the event that the Sub-adviser or any of its affiliates: (1) becomes aware that it is subject to a statutory disqualification that prevents the Sub-adviser from serving as an investment adviser pursuant to this Sub-advisory Agreement; or (2) becomes aware that it is the subject of an administrative proceeding or enforcement action by the SEC or other regulatory authority. The Although not responsible for preparation of the Trust's Registration Statement with respect to the Portfolio, the Sub-adviser further agrees to notify the Trust and the Manager promptly if immediately of any statement regarding material fact known to the Sub-adviser respecting or relating to the Sub-adviser that is not contained in the Trust's Registration Statement with respect to the Portfolio, or any amendment or supplement thereto, but that is known to Sub-adviser to be required to be disclosed therein, and of any statement contained therein that becomes untrue or incomplete in any material respect. In performing its duties under this Agreement, the Sub-adviser shall manage and invest the Portfolio's assets in accordance with the Portfolio's investment objectives, policies and restrictions as well as applicable federal and state securities laws, based upon instructions as may be provided to the Sub-adviser by the Manager, the Portfolio's administrator, accountant, custodian or other agent designated by the Manager as responsible for testing compliance of the Portfolio (the "Compliance Agent"). The Sub-adviser further agrees to manage and invest the Portfolio's assets in accordance with instructions as may be provided to the Sub-adviser from time to time by the Manager or the Compliance Agent in an effort to ensure that the Portfolio meets and maintains, so long as required by the Code, the requirements for qualification as a regulated investment company under Subchapter M of the Code and regulations issued thereunder. In fulfilling its obligations under this Agreement, the Sub-adviser shall be entitled to reasonably rely on and act in accordance with instructions provided by the Manager or Compliance Agent.

Investment Advisory Duties. Subject to the supervision of the Board of Trustees of the Trust and the ManagerTrust, the Sub-adviser Investment Advisor will, in coordination with the Manager, : (a) provide a program of continuous investment management for the Portfolio Funds with regard to the Funds’ investment of their assets (the “Portfolios”) in accordance with the Portfolio's Funds’ investment objectives, policies and limitations as stated in the Portfolio's Prospectus Funds’ prospectus and Statement statement of Additional Information additional information included as part of the Trust's registration statement (the “Registration Statement on behalf of the Portfolio Statement”) filed with the Securities and Exchange CommissionCommission (the “SEC”), as they may be amended from time to time, copies of which shall be provided to the Sub-adviser Investment Advisor by the ManagerTrust; (b) make investment decisions for the PortfolioFunds with regard to the Portfolios, including, but not limited to, the selection and management of investment sub-advisers for the Funds, in which case any of the duties of the Investment Advisor set forth herein may be delegated to such investment sub-advisers subject to approval by the Board of Trustees; and (c) if investment sub-advisers are appointed with respect to the Funds, monitor and evaluate the performance of the investment sub-advisers under their respective sub-advisory agreements in light of the investment objectives and policies of the respective Fund, and render to the Trustees such periodic and special reports related to such performance monitoring as the Trustees may reasonably request, and analyze and recommend changes in investment sub-advisers as the Investment Advisor may deem appropriate; (d) place orders to purchase and sell securities investments in the Portfolios for the Portfolio. In particularFunds; and (e) provide office space, secretarial and clerical services and wire and telephone services necessary to provide the Sub-adviser will be responsible for the market timing of purchases and sales and for all yield enhancement strategies used investment advisory duties set forth in managing the Portfoliothis Section 2. In performing its investment management services to the Portfolio hereunderFunds under the terms of this Agreement, the Sub-adviser Investment Advisor will provide the Portfolio Funds with ongoing investment guidance and policy direction. The Sub-adviser will determine the securities, instruments, repurchase agreements, options and other investments and techniques that the Portfolio will purchase, sell, enter into or use, and will provide an ongoing evaluation of the Portfolio. The Sub-adviser will determine what portion of the Portfolio shall be invested in securities and other assets. The Sub-adviser Investment Advisor further agrees that, in performing its duties hereunder, it will: (a) comply with the 1940 Act and all rules and regulations thereunder, the Advisers Act, applicable sections of the Internal Revenue Code of 1986, as amended (the "“Code"), ”) and all other applicable federal and state laws and regulations, and with any applicable procedures adopted by the Board of Trustees; (b) use reasonable efforts to manage the Portfolio Portfolios so that it the Funds will qualify, and continue to qualify (except where extraordinary circumstances dictate otherwise)qualify, as a regulated investment company companies under Subchapter M of the Code and regulations issued thereunder; (c) place orders pursuant to its investment determinations for the Portfolio directly with the issuer, or with any broker or dealer the Sub-adviser may choose, Funds in accordance with applicable policies expressed in the Portfolio's Funds’ Prospectus and/or Statement of Additional Information Information, established through written guidelines determined by the Trust and provided to the Investment Advisor, and in accordance with applicable legal requirements; (d) furnish to the Trust whatever statistical information the Trust may reasonably request in writing with respect to the Portfolio's assets or contemplated investmentsPortfolios. In addition, the Sub-adviser Investment Advisor will keep the Trust and the Trustees informed of developments materially affecting the Portfolio Portfolios and shall, on the Sub-adviser's Investment Advisor’s own initiative, furnish to the Trust from time to time whatever information the Sub-adviser Investment Advisor believes appropriate for this purpose; (e) make available to the Manager Trust’s administrator (the “Administrator”), and the Trust, promptly upon their written request, such copies of its investment records and ledgers with respect to the Portfolio Portfolios as may be required to assist the Manager Administrator and the Trust in their compliance with applicable laws and regulations. The Sub-adviser Investment Advisor will furnish the Trustees with such periodic and special reports regarding the Portfolio Funds as they may reasonably request in writingrequest; (f) meet quarterly with the Trust’s Board of Trustees to explain its investment management activities, and any reports related to the Portfolios as may reasonably be requested by the Trust; (g) immediately notify the Manager and the Trust in the event that the Sub-adviser Investment Advisor or any of its affiliates: (1) becomes aware that it is subject to a statutory disqualification that prevents the Sub-adviser Investment Advisor from serving as an investment adviser pursuant to this Sub-advisory Agreement; or (2) becomes aware that it is the subject of an administrative proceeding or enforcement action by the SEC or other regulatory authority. The Sub-adviser Investment Advisor further agrees to notify the Trust and immediately of any material fact known to the Manager promptly if any statement regarding Investment Advisor respecting or relating to the Sub-adviser Investment Advisor that is not contained in the Trust's Registration Statement with respect to regarding the PortfolioFunds, or any amendment or supplement thereto, but that is required to be disclosed therein, and of any statement contained therein that becomes untrue or incomplete in any material respect. In performing its duties under this Agreement; and (h) in making investment decisions for the Portfolios, the Subuse no material non-adviser shall manage and invest the Portfolio's assets in accordance with the Portfolio's investment objectives, policies and restrictions as well as applicable federal and state securities laws, based upon instructions as public information that may be provided in its possession or in the possession of any of its affiliates, nor will the Investment Advisor seek to the Sub-adviser by the Manager, the Portfolio's administrator, accountant, custodian or other agent designated by the Manager as responsible for testing compliance of the Portfolio (the "Compliance Agent"). The Sub-adviser further agrees to manage and invest the Portfolio's assets in accordance with instructions as may be provided to the Sub-adviser from time to time by the Manager or the Compliance Agent in an effort to ensure that the Portfolio meets and maintains, so long as required by the Code, the requirements for qualification as a regulated investment company under Subchapter M of the Code and regulations issued thereunder. In fulfilling its obligations under this Agreement, the Sub-adviser shall be entitled to reasonably rely on and act in accordance with instructions provided by the Manager or Compliance Agentobtain any such information.

Investment Advisory Duties. Subject to the supervision of the Board of Trustees of the Trust and the ManagerTrust, the Sub-adviser Adviser will, in coordination with the Manager, (a) provide a program of continuous investment management for the Portfolio Funds in accordance with the Portfolio's each Fund’s investment objectives, policies and limitations as stated in the Portfolio's Prospectus Funds’ Prospectus(es) and Statement Statement(s) of Additional Information included as part of the Trust's Registration Statement on behalf of the Portfolio filed with the Securities and Exchange Commission, as they may be amended from time to time, copies of which shall be provided to the Sub-adviser by the Manager; (b) make asset allocation and investment decisions for the Portfolioeach Fund; and (c) place orders to purchase and sell securities for the Portfolio. In particular, the Sub-adviser will be responsible for the market timing of purchases and sales and for all yield enhancement strategies used in managing the Portfolioeach Fund. In performing its investment management services to the Portfolio Funds hereunder, the Sub-adviser Adviser will provide the Portfolio each Fund with ongoing investment guidance and policy direction, including oral and written research, analysis, advice, statistical and economic data, and judgments regarding individual investments, general economic conditions and trends and long-range investment policy. The Sub-adviser Adviser will determine the securities, instruments, repurchase agreements, options options, futures and other investments and techniques that the Portfolio each Fund will purchase, sell, enter into or use, and will provide an ongoing evaluation of the Portfolioeach Fund’s investments. The Sub-adviser Adviser will determine what portion of the Portfolio each Fund’s investments shall be invested in securities and other assets, and what portion, if any, should be held uninvested. The SubAdviser shall furnish to the Trust adequate (i) office space, which may be space within the offices of the Adviser or in such other places as may be agreed upon from time to time, and (ii) office furnishings, facilities and equipment as may be reasonably required for managing the corporate affairs and conducting the business of the Trust, including complying with the corporate reporting requirements of the various states in which the Trust does business, and conducting correspondence and other communications with the stockholders of the Trust. Except as otherwise provided in Section 4, the Adviser shall employ or provide and compensate the executive, secretarial and clerical personnel necessary to provide such services. Subject to the approval of the Trust's Board of Trustees (including a majority of the Trustees who are not "interested persons" of the Trust as defined in the 1940 Act), the Adviser may delegate to one or more sub-advisers any of its duties enumerated in Section 2 hereof. The Adviser shall continue to supervise the performance of any such sub-adviser and shall report regularly thereon to the Trust's Board of Trustees. The Adviser further agrees that, in performing its duties hereunder, it will: (a) comply with the 1940 Act and all rules and regulations thereunder, the Advisers Act, applicable sections of the Internal Revenue Code of 1986, as amended (the "Code"), and all other applicable federal and state laws and regulations, and with any applicable procedures adopted by the Trustees; (b) use reasonable efforts to manage the Portfolio each Fund so that it will qualify, and continue to qualify (except where extraordinary circumstances dictate otherwise)qualify, as a regulated investment company under Subchapter M of the Code and regulations issued thereunder; (c) place orders pursuant to its investment determinations for the Portfolio each Fund directly with the issuer, or with any broker or dealer the Sub-adviser may choosedealer, in accordance with applicable policies expressed in the PortfolioFund's Prospectus and/or Statement of Additional Information and in accordance with applicable legal requirements; (d) furnish to the Trust whatever statistical information the Trust may reasonably request in writing with respect to the Portfolio's each Fund’s assets or contemplated investments. In addition, the Sub-adviser Adviser will keep the Trust and the Trustees informed of developments materially affecting the Portfolio each Fund’s investments and shall, on the Sub-adviserAdviser's own initiative, furnish to the Trust from time to time whatever information the Sub-adviser Adviser believes appropriate for this purpose; (e) make available to the Manager and the Trust, promptly upon their written its request, such copies of its the Adviser's investment records and ledgers with respect to the Portfolio each Fund as may be required to assist the Manager and the Trust Fund in their its compliance with applicable laws and regulations. The Sub-adviser Adviser will furnish the Trustees with such periodic and special reports regarding the Portfolio Funds as they may reasonably request in writing;request; and (f) immediately notify the Manager and the Trust in the event that the Sub-adviser Adviser or any of its affiliates: (1) becomes aware that it is subject to a statutory disqualification that prevents the Sub-adviser Adviser from serving as an investment adviser pursuant to this Sub-advisory Agreement; or (2) becomes aware that it is the subject of an administrative proceeding or enforcement action by the SEC Securities and Exchange Commission ("SEC") or other regulatory authority. The Sub-adviser Adviser further agrees to notify the Trust and immediately of any material fact known to the Manager promptly if any statement regarding Adviser respecting or relating to the Sub-adviser Adviser that is not contained in the Trust's Registration Statement with respect to the PortfolioStatement, or any amendment or supplement thereto, but that is required to be disclosed therein, and of any statement contained therein that becomes untrue or incomplete in any material respect. In performing its duties under this Agreement, the Sub-adviser shall manage and invest the Portfolio's assets in accordance with the Portfolio's investment objectives, policies and restrictions as well as applicable federal and state securities laws, based upon instructions as may be provided to the Sub-adviser by the Manager, the Portfolio's administrator, accountant, custodian or other agent designated by the Manager as responsible for testing compliance of the Portfolio (the "Compliance Agent"). The Sub-adviser further agrees to manage and invest the Portfolio's assets in accordance with instructions as may be provided to the Sub-adviser from time to time by the Manager or the Compliance Agent in an effort to ensure that the Portfolio meets and maintains, so long as required by the Code, the requirements for qualification as a regulated investment company under Subchapter M of the Code and regulations issued thereunder. In fulfilling its obligations under this Agreement, the Sub-adviser shall be entitled to reasonably rely on and act in accordance with instructions provided by the Manager or Compliance Agent.

Investment Advisory Duties. Subject to the supervision of the Board of Trustees Directors of the Trust and the ManagerFund, the Sub-adviser will, in coordination with the Manager, Adviser will (a) provide a program of continuous investment management for the Portfolio Fund in accordance with the PortfolioFund's investment objectives, policies and limitations as stated in the PortfolioFund's Prospectus and Statement of Additional Information included as part of the TrustFund's Registration Statement on behalf of the Portfolio filed with the Securities and Exchange Commission, as they may be amended from time to time, copies of which shall be provided to the Sub-adviser Adviser by the ManagerFund; (b) make investment decisions for the PortfolioFund; and (c) place orders to purchase and sell securities for the Portfolio. In particular, the Sub-adviser will be responsible for the market timing of purchases and sales and for all yield enhancement strategies used in managing the PortfolioFund. In performing its investment management services to the Portfolio Fund hereunder, the Sub-adviser Adviser will provide the Portfolio Fund with ongoing investment guidance and policy direction, including oral and written research, analysis, advice, statistical and economic data and judgments regarding individual investments, general economic conditions and trends and long-range investment policy. The Sub-adviser Adviser will determine the securities, instruments, repurchase agreements, options and other investments and techniques that the Portfolio Fund will purchase, sell, enter into or use, and will provide an ongoing evaluation of the PortfolioFund's portfolio. The Sub-adviser Adviser will determine what portion of the Portfolio Fund's portfolio shall be invested in securities and other assets, and what portion if any, should be held uninvested. The Sub-adviser Adviser further agrees that, in performing its duties hereunder, it will: (a) comply with the 1940 Act and all rules and regulations thereunder, the Advisers Act, applicable sections of the Internal Revenue Code of 1986, as amended (the "Code"), ) and all other applicable federal and state laws and regulations, and with any applicable procedures adopted by the TrusteesDirectors; (b) use reasonable efforts to manage the Portfolio Fund so that it will qualify, and continue to qualify (except where extraordinary circumstances dictate otherwise)qualify, as a regulated investment company under Subchapter M of the Code and regulations issued thereunder; (c) place orders pursuant to its investment determinations for the Portfolio Fund directly with the issuer, or with any broker or dealer the Sub-adviser may choosedealer, in accordance with applicable policies expressed in the PortfolioFund's Prospectus and/or Statement of Additional Information and in accordance with applicable legal requirements; (d) furnish to the Trust Fund whatever statistical information the Trust Fund may reasonably request in writing with respect to the PortfolioFund's assets or contemplated investments. In addition, the Sub-adviser Adviser will keep the Trust Fund and the Trustees Directors informed of developments materially affecting the Portfolio Fund's portfolio and shall, on the Sub-adviserAdviser's own initiative, furnish to the Trust Fund from time to time whatever information the Sub-adviser Adviser believes appropriate for this purpose; (e) make available to the Manager Fund's administrator, Fund/Plan Services, Inc. (the "Administrator"), and the TrustFund, promptly upon their written request, such copies of its investment records and ledgers with respect to the Portfolio Fund as may be required to assist the Manager Administrator and the Trust Fund in their compliance with applicable laws and regulations. The Sub-adviser Adviser will furnish the Trustees Directors with such periodic and special reports regarding the Portfolio Fund as they may reasonably request in writingrequest; (f) immediately notify the Manager and the Trust Fund in the event that the Sub-adviser Adviser or any of its affiliates: affiliates (1) becomes aware that it is subject to a statutory disqualification that prevents the Sub-adviser Adviser from serving as an investment adviser pursuant to this Sub-advisory Agreement; or (2) becomes aware that it is the subject of an administrative proceeding or enforcement action by the SEC Securities and Exchange Commission ("SEC") or other regulatory authority. The Sub-adviser Adviser further agrees to notify the Trust and Fund immediately of any material fact known to the Manager promptly if any statement regarding Adviser respecting or relating to the Sub-adviser Adviser that is not contained in the TrustFund's Registration Statement with respect to regarding the PortfolioFund, or any amendment or supplement thereto, but that is required to be disclosed thereon, and of any statement contained therein that becomes untrue or incomplete in any material respect. In performing its duties under this Agreement, the Sub-adviser shall manage and invest the Portfolio's assets in accordance with the Portfolio's investment objectives, policies and restrictions as well as applicable federal and state securities laws, based upon instructions as may be provided to the Sub-adviser by the Manager, the Portfolio's administrator, accountant, custodian or other agent designated by the Manager as responsible for testing compliance of the Portfolio (the "Compliance Agent"). The Sub-adviser further agrees to manage and invest the Portfolio's assets in accordance with instructions as may be provided to the Sub-adviser from time to time by the Manager or the Compliance Agent in an effort to ensure that the Portfolio meets and maintains, so long as required by the Code, the requirements for qualification as a regulated investment company under Subchapter M of the Code and regulations issued thereunder. In fulfilling its obligations under this Agreement, the Sub-adviser shall be entitled to reasonably rely on and act in accordance with instructions provided by the Manager or Compliance Agent.

Investment Advisory Duties. Subject to the supervision of the Board of Trustees of the Trust Fund and the ManagerAdviser, the Sub-adviser Adviser will, in coordination with the ManagerAdviser as described below, (a) provide a program of continuous investment management for the Portfolio in accordance with the Portfolio's investment objectives, policies and limitations as stated in the Portfolio's Prospectus and Statement of Additional Information included as part of the Trust's Registration Statement on behalf of the Portfolio filed with the Securities and Exchange Commission, as they may be amended from time to time, copies of which shall be provided to the Sub-adviser by the ManagerFund; (b) make investment decisions for the PortfolioFund; and (c) place orders to purchase and sell securities for the Portfolio. In particularFund in accordance with the Fund’s investment objectives, policies and limitations as stated in the Fund’s current Prospectus and Statement of Additional Information as provided to the Sub-adviser will Adviser by the Adviser, as they may be responsible for amended from time to time; provided, that the market timing of purchases and sales and for all yield enhancement strategies used in managing the Portfolio. In performing its investment management services to the Portfolio hereunder, Adviser shall provide the Sub-adviser will provide the Portfolio with ongoing Adviser reasonable advance notice of any change to such investment guidance objectives, policies and policy directionlimitations. The Sub-adviser will determine the securities, instruments, repurchase agreements, options and other investments and techniques that the Portfolio will purchase, sell, enter into or use, and will provide an ongoing evaluation of the Portfolio. The Sub-adviser will determine what portion of the Portfolio shall be invested in securities and other assets. The Sub-adviser Adviser further agrees that, in performing its duties hereunder, it will: (a) with regard to its activities under this Agreement, use reasonable efforts to comply in all material respects with the applicable provisions of the 1940 Act Act, the Advisers Act, and all applicable rules and regulations thereunder, the Advisers Act, applicable sections of the U.S. Internal Revenue Code of 1986, as amended (the "“Code"), ”) and all other applicable federal and state laws and regulations, and with any applicable procedures adopted by the Trustees, as they may be amended from time to time, provided that written copies of such procedures and amendments thereto are provided to the Sub-Adviser by the Adviser; (b) use reasonable efforts to manage the Portfolio Fund so that it will qualify, and continue to qualify (except where extraordinary circumstances dictate otherwise)qualify, as a regulated investment company under Subchapter M of the Code and regulations issued thereunder; provided, however, the Sub-Adviser shall not be responsible for the tax effect of any decisions made by or any actions taken by any person other than the Sub-Adviser; (c) place orders pursuant to its investment determinations for the Portfolio directly with the issuer, or with any broker or dealer the Sub-adviser may chooseFund, in accordance with applicable policies expressed in the Portfolio's Fund’s Prospectus and/or Statement of Additional Information or otherwise established through written guidelines established by the Fund and in accordance with applicable legal requirements;provided to the Sub-Adviser by the Adviser, including without limitation, Section 4 hereof (d) furnish to the Trust and the Adviser whatever statistical information the Trust or the Adviser may reasonably request in writing with respect to the Portfolio's Fund’s assets or contemplated investments. In addition, the Sub-adviser Adviser will keep the Trust Trust, the Adviser and the Trustees informed of developments which the Sub-Adviser reasonably believes will materially affecting affect the Portfolio Fund’s portfolio and shall, on the Sub-adviser's Adviser’s own initiative, furnish to the Trust Fund from time to time whatever information the Sub-adviser Adviser believes appropriate for this purpose; (e) make available to the Manager Fund’s administrator (the “Administrator”), the Adviser and the Trust, promptly upon their written request, such copies of its investment records and ledgers with respect to the Portfolio Fund as may reasonably be required to assist the Manager Adviser, the Administrator and the Trust in their compliance with applicable laws and regulations. The Sub-adviser Adviser will furnish the Trustees Trustees, the Administrator, the Adviser and the Trust with such periodic and special reports regarding the Portfolio Funds as they may reasonably request in writingrequest; (f) meet periodically with the Adviser and the Trustees, in person or by teleconference, to explain its investment management activities, and any reports related to the Fund as may reasonably be requested by the Adviser and/or the Trust; (g) immediately notify the Manager Adviser and the Trust Fund to the extent required by applicable law in the event that the Sub-adviser Adviser or any of its affiliates: (1) becomes aware that it is subject to a statutory disqualification that prevents the Sub-adviser Adviser from serving as an investment adviser pursuant to this Sub-advisory Adviser Agreement; or (2) becomes aware that it is the subject of an administrative proceeding or enforcement action by the SEC Securities and Exchange Commission (“SEC”) or other regulatory authority. The Sub-adviser Adviser further agrees to notify the Trust Fund and the Manager promptly if Adviser immediately of any statement regarding material fact known to the Sub-adviser contained in the Trust's Registration Statement with respect Adviser respecting or relating to the Portfolio, Sub-Adviser that would make any written information previously provided to the Adviser materially inaccurate or incomplete or if any amendment or supplement thereto, such written information becomes untrue or incomplete in any material respect. In performing its duties under this Agreement, ; (h) immediately notify the Adviser if the Sub-adviser Adviser suffers a material adverse change in its business that would materially impair its ability to perform its relevant duties for the Funds. For the purposes of this paragraph, a “material adverse change” shall manage include, but is not limited to, a material loss of assets or accounts under management or the departure of senior investment professionals to the extent such professionals are not replaced promptly with professionals of comparable experience and invest the Portfolio's assets in accordance with the Portfolio's investment objectives, policies and restrictions as well as applicable federal and state securities laws, based upon instructions as quality; (i) use no inside information that may be provided in its possession in making investment decisions for the Fund, nor seek to obtain any such information; and (j) use its best judgment and efforts in rendering the Sub-adviser advice and services contemplated by the Manager, the Portfolio's administrator, accountant, custodian or other agent designated by the Manager as responsible for testing compliance of the Portfolio (the "Compliance Agent"). The Sub-adviser further agrees to manage and invest the Portfolio's assets in accordance with instructions as may be provided to the Sub-adviser from time to time by the Manager or the Compliance Agent in an effort to ensure that the Portfolio meets and maintains, so long as required by the Code, the requirements for qualification as a regulated investment company under Subchapter M of the Code and regulations issued thereunder. In fulfilling its obligations under this Agreement, the Sub-adviser shall be entitled to reasonably rely on and act in accordance with instructions provided by the Manager or Compliance Agent.

Investment Advisory Duties. Subject to the supervision of the Board of Trustees of the Trust and the ManagerAdvisor, the Sub-adviser Advisor will, in coordination with the Manager, Advisor as described below: (a) provide a program of continuous investment management for the Portfolio in accordance with the Portfolio's investment objectives, policies and limitations as stated in the Portfolio's Prospectus and Statement of Additional Information included as part of the Trust's Registration Statement on behalf of the Portfolio filed with the Securities and Exchange Commission, as they may be amended from time to time, copies of which shall be provided to the Sub-adviser by the ManagerFund; (b) make investment decisions for the PortfolioFund; and (c) place orders to purchase and sell securities for the Portfolio. In particularFund in accordance with the Fund's investment objectives, policies and limitations as stated in the Fund's current Prospectus and Statement of Additional Information as provided to the Sub-adviser will Advisor by the Advisor, as they may be responsible for amended from time to time; provided, that the market timing of purchases and sales and for all yield enhancement strategies used in managing the Portfolio. In performing its investment management services to the Portfolio hereunder, Advisor shall provide the Sub-adviser will provide the Portfolio with ongoing Advisor reasonable advance notice of any change to such investment guidance objectives, policies and policy directionlimitations. The Sub-adviser will determine the securities, instruments, repurchase agreements, options and other investments and techniques that the Portfolio will purchase, sell, enter into or use, and will provide an ongoing evaluation of the Portfolio. The Sub-adviser will determine what portion of the Portfolio shall be invested in securities and other assets. The Sub-adviser Advisor further agrees that, in performing its duties hereunder, it will: (a) with regard to its activities under this Agreement, use reasonable efforts to comply in all material respects with the applicable provisions of the 1940 Act Act, the Advisers Act, and all applicable rules and regulations thereunder, the Advisers Act, applicable sections of the U.S. Internal Revenue Code of 1986, as amended (the "Code"), and all other applicable federal and state laws and regulations, and with any applicable procedures adopted by the Trustees, as they may be amended from time to time, provided that written copies of such procedures and amendments thereto are provided to the Sub-Advisor by the Advisor; (b) use reasonable efforts to manage the Portfolio Fund so that it will qualify, and continue to qualify (except where extraordinary circumstances dictate otherwise)qualify, as a regulated investment company under Subchapter M of the Code and regulations issued thereunder; provided, however, the Sub-Advisor shall not be responsible for the tax effect of any decisions made by or any actions taken by any person other than the Sub-Advisor; (c) place orders pursuant to its investment determinations for the Portfolio directly with the issuer, or with any broker or dealer the Sub-adviser may chooseFund, in accordance with applicable policies expressed in the PortfolioFund's Prospectus and/or Statement of Additional Information or otherwise established through written guidelines established by the Fund and in accordance with applicable legal requirementsprovided to the Sub-Advisor by the Advisor, including without limitation, Section 4 hereof; (d) furnish to the Trust and the Advisor whatever statistical information the Trust or the Advisor may reasonably request in writing with respect to the PortfolioFund's assets or contemplated investments. In addition, the Sub-adviser Advisor will keep the Trust Trust, the Advisor and the Trustees informed of developments that the Sub-Advisor reasonably believes will materially affecting affect the Portfolio Fund's portfolio, and shall, on the Sub-adviserAdvisor's own initiative, furnish to the Trust from time to time whatever information the Sub-adviser Advisor believes appropriate for this purpose; (e) make available to the Manager Fund's administrator (the "Administrator"), the Advisor and the Trust, promptly upon their written request, such copies of its investment records and ledgers with respect to the Portfolio Fund as may reasonably be required to assist the Manager Advisor, the Administrator and the Trust in their compliance with applicable laws and regulations. The Sub-adviser Advisor will furnish the Trustees Trustees, the Administrator, the Advisor and the Trust with such periodic and special reports regarding the Portfolio Fund as they may reasonably request in writingrequest; (f) meet periodically with the Advisor and the Trustees, in person or by teleconference, to explain its investment management activities, and any reports related to the Fund as may reasonably be requested by the Advisor and/or the Trust; (g) immediately notify the Manager Advisor, in writing, of the receipt of any notice of a class action proceeding related to the Fund or any other action or proceeding in which the Advisor or the Fund may be entitled to participate as a result of the Fund's securities holdings. The Sub-Advisor shall have no responsibility for filing claims on behalf of the Advisor or the Trust with respect to any such actions. The Sub-Advisor's responsibility with respect to such matters shall be to comply with the foregoing notification obligations and to cooperate with the Advisor and the Trust in making such filings, which shall include providing any relevant information regarding the Fund's securities holdings to the Advisor; (h) provide assistance to the Advisor, custodian or recordkeeping agent for the Fund in determining or confirming, consistent with the procedures and policies stated in the Fund's valuation procedures and/or Registration Statement, the value of any portfolio securities or other assets of the Fund for which the Advisor, custodian or recordkeeping agent seeks assistance from the Sub-Advisor or identifies for review by the Sub-Advisor. This assistance includes (but is not limited to): (i) designating an employee of the Sub-Advisor for consultation when the Trustees convene; (ii) notifying the Advisor in the event the Sub-Advisor determines, with respect to a security that is held both by the Fund and by another account managed by the Sub-Advisor, to price the security pursuant to such other account's policies and procedures for determining the fair value of a security; (iii) obtaining bids and offers or quotes from broker/dealers or market-makers with respect to securities held by the Fund, upon the request of the Advisor; (iv) verifying pricing and providing fair valuations or recommendations for fair valuation in accordance with the Fund's valuation procedures, as they may be amended from time to time; and (v) maintaining adequate records and written backup information with respect to the securities valuation services provided hereunder, and providing such information to the Advisor upon request; (i) assist the Advisor, the Fund, and any of its or their trustees, directors, officers, and/or employees in complying with the provisions of the Sarbanes-Oxley Act of 2002 to the extent such provisions relate tx xxx xxxxxxxx to be provided by, and obligations of, the Sub-Advisor hereunder. Specifically, and without limitation to the foregoing, the Sub-Advisor agrees to provide certifications to the principal executive and financial officers of the Fund that correspond to the drafting and/or filing of the Fund's Form N-CSRs. N-Qs, N-SARs, shareholder reports, financial statements, and other disclosure documents or regulatory filings, in such form and content as the Advisor shall reasonably request or as in accordance with procedures adopted by the Trust; (j) assist the Fund, and accordingly, the Trust's Chief Compliance Officer ("CCO") in complying with Rule 38a-1 under the 1940 Act. Specifically, the Sub-Advisor represents and warrants that it shall maintain a compliance program in accordance with the requirements of Rule 206(4)-7 under the Advisers Act, and shall provide the CCO with reasonable access to information regarding the Sub-Advisor's compliance program, which access shall include on-site visits with the Sub-Advisor as may be reasonably requested from time to time. In connection with the periodic review and annual report required to be prepared by the CCO pursuant to Rule 38a-1, the Sub-Advisor agrees to provide certifications as may be reasonably requested by the CCO related to the design and implementation of the Sub-Advisor's compliance program; (k) provide assistance as may be reasonably requested by the Advisor in connection with compliance by the Fund with any current or future legal and regulatory requirements related to the services provided by the Sub-Advisor hereunder; (l) immediately notify the Advisor and the Trust to the extent required by applicable law in the event that the Sub-adviser Advisor or any of its affiliates: (1) becomes aware that it is subject to a statutory disqualification that prevents the Sub-adviser Advisor from serving as an investment adviser advisor pursuant to this Sub-advisory Agreement; or (2) becomes aware that it is the subject of an administrative proceeding or enforcement action by the SEC Securities and Exchange Commission ("SEC") or other regulatory authority. The Sub-adviser Advisor further agrees to notify the Trust and the Manager promptly if Advisor immediately of any statement regarding material fact known to the Sub-adviser contained in the Trust's Registration Statement with respect Advisor respecting or relating to the Portfolio, Sub-Advisor that would make any written information previously provided to the Advisor or the Trust materially inaccurate or incomplete or if any amendment or supplement thereto, such written information becomes untrue or incomplete in any material respect. In performing its duties under this Agreement, ; (m) immediately notify the Advisor and the Trust if the Sub-adviser Advisor suffers a material adverse change in its business that would materially impair its ability to perform its relevant duties for the Fund. For the purposes of this paragraph, a "material adverse change" shall manage include, but is not limited to, a material loss of assets or accounts under management or the departure of senior investment professionals to the extent such professionals are not replaced promptly with professionals of comparable experience and invest the Portfolio's assets in accordance with the Portfolio's investment objectives, policies and restrictions as well as applicable federal and state securities laws, based upon instructions as quality; (n) use no inside information that may be provided in its possession in making investment decisions for the Fund, nor seek to obtain any such information; and (o) use its best judgment and efforts in rendering the Sub-adviser advice and services contemplated by the Manager, the Portfolio's administrator, accountant, custodian or other agent designated by the Manager as responsible for testing compliance of the Portfolio (the "Compliance Agent"). The Sub-adviser further agrees to manage and invest the Portfolio's assets in accordance with instructions as may be provided to the Sub-adviser from time to time by the Manager or the Compliance Agent in an effort to ensure that the Portfolio meets and maintains, so long as required by the Code, the requirements for qualification as a regulated investment company under Subchapter M of the Code and regulations issued thereunder. In fulfilling its obligations under this Agreement, the Sub-adviser shall be entitled to reasonably rely on and act in accordance with instructions provided by the Manager or Compliance Agent.

Investment Advisory Duties. Subject to the supervision of the Board of Trustees of the Trust and the ManagerTrust, the Sub-adviser will, in coordination with the Manager, Adviser will (a) provide a program of continuous investment management for the Portfolio Fund in accordance with the Portfolio's Fund’s investment objectives, policies and limitations as stated in the Portfolio's Prospectus Fund’s prospectus and Statement of Additional Information included as part of the Trust's ’s Registration Statement on behalf of the Portfolio filed with the Securities and Exchange Commission, as they may be amended from time to time, copies of which shall be provided to the Sub-adviser Adviser by the ManagerTrust; (b) make investment decisions for the PortfolioFund; and (c) place orders to purchase and sell securities for the Portfolio. In particular, the Sub-adviser will be responsible for the market timing of purchases and sales and for all yield enhancement strategies used in managing the PortfolioFund. In performing its investment management services to the Portfolio Fund hereunder, the Sub-adviser Adviser will provide the Portfolio Fund with ongoing investment guidance and policy direction, including oral and written research, analysis, advice, statistical and economic data and judgments regarding individual investments, general economic conditions and trends and long-range investment policy. The Sub-adviser Adviser will determine the securities, instruments, repurchase agreements, options and other investments and techniques that the Portfolio Fund will purchase, sell, enter into or use, and will provide an ongoing evaluation of the PortfolioFund’s portfolio. The Sub-adviser Adviser will determine what portion of the Portfolio Fund’s portfolio shall be invested in securities and other assets, and what portion, if any, should be held uninvested. The Sub-adviser Adviser further agrees that, in performing its duties hereunder, it will: (a) comply with the 1940 Act and all rules and regulations thereunder, the Advisers Act, applicable sections of the Internal Revenue Code of 1986, as amended (the "“Code"), ”) and all other applicable federal and state laws and regulations, and with any applicable procedures adopted by the Trustees; (b) use reasonable efforts to manage the Portfolio Fund so that it will qualify, and continue to qualify (except where extraordinary circumstances dictate otherwise)qualify, as a regulated investment company under Subchapter M of the Code and regulations issued thereunder; (c) place orders pursuant to its investment determinations for the Portfolio Fund directly with the issuer, or with any broker or dealer the Sub-adviser may choosedealer, in accordance with applicable policies expressed in the Portfolio's Prospectus Fund’s prospectus and/or Statement of Additional Information and in accordance with applicable legal requirements; (d) furnish to the Trust whatever statistical information the Trust may reasonably request in writing with respect to the Portfolio's Fund’s assets or contemplated investments. In addition, the Sub-adviser Adviser will keep the Trust and the Trustees informed of developments materially affecting the Portfolio Fund’s portfolio and shall, on the Sub-adviser's Adviser’s own initiative, furnish to the Trust from time to time whatever information the Sub-adviser Adviser believes appropriate for this purpose; (e) make available to the Manager and the Trust, promptly upon their written its request, such copies of its investment records and ledgers with respect to the Portfolio Fund as may be required to assist the Manager and the Trust in their its compliance with applicable laws and regulations. The Sub-adviser Adviser will furnish the Trustees with such periodic and special reports regarding the Portfolio Fund as they may reasonably request in writingrequest; (f) immediately notify the Manager and the Trust in the event that the Sub-adviser Adviser or any of its affiliates: (1) becomes aware that it is subject to a statutory disqualification that prevents the Sub-adviser Adviser from serving as an investment adviser pursuant to this Sub-advisory Agreement; or (2) becomes aware that it is the subject of an administrative proceeding or enforcement action by the SEC Securities and Exchange Commission (“SEC”) or other regulatory authority. The Sub-adviser Adviser further agrees to notify the Trust and immediately of any material fact known to the Manager promptly if any statement regarding Adviser respecting or relating to the Sub-adviser Adviser that is not contained in the Trust's ’s Registration Statement with respect to regarding the PortfolioFund, or any amendment or supplement thereto, but that is required to be disclosed thereon, and of any statement contained therein that becomes untrue or incomplete in any material respect. In performing its duties under this Agreement; (g) in making investment decisions for the Fund, the Sub-adviser shall manage and invest the Portfolio's assets in accordance with the Portfolio's investment objectives, policies and restrictions as well as applicable federal and state securities laws, based upon instructions as use no inside information that may be provided in its possession or in the possession of any of its affiliates, nor will the Adviser seek to the Sub-adviser by the Manager, the Portfolio's administrator, accountant, custodian or other agent designated by the Manager as responsible for testing compliance of the Portfolio (the "Compliance Agent"). The Sub-adviser further agrees to manage and invest the Portfolio's assets in accordance with instructions as may be provided to the Sub-adviser from time to time by the Manager or the Compliance Agent in an effort to ensure that the Portfolio meets and maintains, so long as required by the Code, the requirements for qualification as a regulated investment company under Subchapter M of the Code and regulations issued thereunder. In fulfilling its obligations under this Agreement, the Sub-adviser shall be entitled to reasonably rely on and act in accordance with instructions provided by the Manager or Compliance Agentobtain any such information.

Investment Advisory Duties. Subject to the supervision of the Board of Trustees Directors of the Trust Fund and the ManagerAdviser, the Sub-adviser Subadviser will, in coordination with the ManagerAdviser, (a) provide a program of continuous investment management for the Portfolio Fund in accordance with the PortfolioFund's investment objectives, policies and limitations as stated in the PortfolioFund's Prospectus and Statement of Additional Information included as part of the TrustFund's Registration Statement on behalf of the Portfolio filed with the Securities and Exchange Commission, as they may be amended from time to time, copies of which shall be provided to the Sub-adviser Subadviser by the ManagerAdviser; (b) make investment decisions for the PortfolioFund; and (c) place orders to purchase and sell securities for the Portfolio. In particular, the Sub-adviser will be responsible for the market timing of purchases and sales and for all yield enhancement strategies used in managing the PortfolioFund. In performing its investment management services to for the Portfolio hereunderFund under the terms of this Agreement, the Sub-adviser Subadviser will provide the Portfolio Fund with ongoing investment guidance and policy direction. The Sub-adviser will determine the securities, instruments, repurchase agreements, options and other investments and techniques that the Portfolio will purchase, sell, enter into or use, and will provide an ongoing evaluation of the Portfolio. The Sub-adviser will determine what portion of the Portfolio shall be invested in securities and other assets. The Sub-adviser Subadviser further agrees that, in performing its duties hereunder, it will: (a) comply with the 1940 Act and all rules and regulations thereunder, the Advisers Act, applicable sections of the Internal Revenue Code of 1986, as amended (the "Code"), ) and all other applicable federal and state laws and regulations, and with any applicable procedures adopted by the TrusteesDirectors; (b) use reasonable efforts to manage the Portfolio Fund so that it will qualify, and continue to qualify (except where extraordinary circumstances dictate otherwise)qualify, as a regulated investment company under Subchapter M of the Code and regulations issued thereunder; (c) place orders pursuant to its investment determinations for the Portfolio directly with the issuer, or with any broker or dealer the Sub-adviser may chooseFund, in accordance with applicable policies expressed in the PortfolioFund's Prospectus and/or Statement of Additional Information established through written guidelines determined by the Fund and provided to the Subadviser, and in accordance with applicable legal requirements; (d) furnish to the Trust Company and the Adviser whatever statistical information the Trust Company, or the Adviser may reasonably request in writing with respect to the PortfolioFund's assets or contemplated investments. In addition, the Sub-adviser Subadviser will keep the Trust Company, the Adviser and the Trustees Directors informed of developments materially affecting the Portfolio Fund's portfolio and shall, on the Sub-adviserSubadviser's own initiative, furnish to the Trust Fund from time to time whatever information the Sub-adviser Subadviser believes appropriate for this purpose; (e) make available to the Manager Fund's administrator, First Data Investor Services Group, Inc. (the "Administrator"), the Adviser and the TrustCompany, promptly upon their written request, such copies of its investment records and ledgers with respect to the Portfolio Fund as may be required to assist the Manager Adviser, the Administrator and the Trust Company in their compliance with applicable laws and regulations. The Sub-adviser Subadviser will furnish the Trustees Directors, the Administrator, the Adviser and the Company with such periodic and special reports regarding the Portfolio Fund as they may reasonably request in writingrequest; (f) meet quarterly with the Adviser and the Company's Board of Directors to explain its investment management activities, and any reports related to the Fund as may reasonably be requested by the Adviser and/or the Company; (g) immediately notify the Manager Adviser and the Trust Fund in the event that the Sub-adviser Subadviser or any of its affiliates: (1) becomes aware that it is subject to a statutory disqualification that prevents the Sub-adviser Subadviser from serving as an investment adviser pursuant to this Sub-advisory Subadvisory Agreement; or (2) becomes aware that it is the subject of an administrative proceeding or enforcement action by the SEC Securities and Exchange Commission ("SEC") or other regulatory authority. The Sub-adviser Subadviser further agrees to notify the Trust Fund and the Manager promptly if Adviser immediately of any statement regarding material fact known to the Sub-adviser Subadviser respecting or relating to the Subadviser that is not contained in the TrustFund's Registration Statement with respect to the PortfolioStatement, or any amendment or supplement thereto, but that is required to be disclosed therein, and of any statement contained therein that becomes untrue or incomplete in any material respect. In performing its duties under this Agreement; and (h) in making investment decisions for the Fund, the Sub-adviser shall manage and invest the Portfolio's assets in accordance with the Portfolio's investment objectives, policies and restrictions as well as applicable federal and state securities laws, based upon instructions as use no inside information that may be provided in its possession or in the possession of any of its affiliates, nor will the Subadviser seek to the Sub-adviser by the Manager, the Portfolio's administrator, accountant, custodian or other agent designated by the Manager as responsible for testing compliance of the Portfolio (the "Compliance Agent"). The Sub-adviser further agrees to manage and invest the Portfolio's assets in accordance with instructions as may be provided to the Sub-adviser from time to time by the Manager or the Compliance Agent in an effort to ensure that the Portfolio meets and maintains, so long as required by the Code, the requirements for qualification as a regulated investment company under Subchapter M of the Code and regulations issued thereunder. In fulfilling its obligations under this Agreement, the Sub-adviser shall be entitled to reasonably rely on and act in accordance with instructions provided by the Manager or Compliance Agentobtain any such information.

Investment Advisory Duties. Subject to the supervision of the Board of Trustees of the Trust and the ManagerAdvisor, the Sub-adviser Advisor will, in coordination with the Manager, Advisor as described below: (a) provide a program of continuous investment management for the Portfolio in accordance with the Portfolio's investment objectives, policies and limitations as stated in the Portfolio's Prospectus and Statement of Additional Information included as part of the Trust's Registration Statement on behalf of the Portfolio filed with the Securities and Exchange Commission, as they may be amended from time to time, copies of which shall be provided to the Sub-adviser by the ManagerFund; (b) make investment decisions for the PortfolioFund; and (c) place orders to purchase and sell securities for the Portfolio. In particularFund in accordance with the Fund’s investment objectives, policies and limitations as stated in the Fund’s current Prospectus and Statement of Additional Information as provided to the Sub-adviser will Advisor by the Advisor, as they may be responsible for amended from time to time; provided, that the market timing of purchases and sales and for all yield enhancement strategies used in managing the Portfolio. In performing its investment management services to the Portfolio hereunder, Advisor shall provide the Sub-adviser will provide the Portfolio with ongoing Advisor reasonable advance notice of any change to such investment guidance objectives, policies and policy directionlimitations. The Sub-adviser will determine the securities, instruments, repurchase agreements, options and other investments and techniques that the Portfolio will purchase, sell, enter into or use, and will provide an ongoing evaluation of the Portfolio. The Sub-adviser will determine what portion of the Portfolio shall be invested in securities and other assets. The Sub-adviser Advisor further agrees that, in performing its duties hereunder, it will: (a) with regard to its activities under this Agreement, use reasonable efforts to comply in all material respects with the applicable provisions of the 1940 Act Act, the Advisers Act, and all applicable rules and regulations thereunder, the Advisers Act, applicable sections of the U.S. Internal Revenue Code of 1986, as amended (the "“Code"”), and all other applicable federal and state laws and regulations, and with any applicable procedures adopted by the Trustees, as they may be amended from time to time, provided that written copies of such procedures and amendments thereto are provided to the Sub-Advisor by the Advisor; (b) use reasonable efforts to manage the Portfolio Fund so that it will qualify, and continue to qualify (except where extraordinary circumstances dictate otherwise)qualify, as a regulated investment company under Subchapter M of the Code and regulations issued thereunder; provided, however, the Sub-Advisor shall not be responsible for the tax effect of any decisions made by or any actions taken by any person other than the Sub-Advisor; (c) place orders pursuant to its investment determinations for the Portfolio directly with the issuer, or with any broker or dealer the Sub-adviser may chooseFund, in accordance with applicable policies expressed in the Portfolio's Fund’s Prospectus and/or Statement of Additional Information or otherwise established through written guidelines established by the Fund and in accordance with applicable legal requirementsprovided to the Sub-Advisor by the Advisor, including without limitation, Section 4 hereof; (d) furnish to the Trust and the Advisor whatever statistical information the Trust or the Advisor may reasonably request in writing with respect to the Portfolio's Fund’s assets or contemplated investments. In addition, the Sub-adviser Advisor will keep the Trust Trust, the Advisor and the Trustees informed of developments that the Sub-Advisor reasonably believes will materially affecting affect the Portfolio Fund’s portfolio, and shall, on the Sub-adviser's Advisor’s own initiative, furnish to the Trust from time to time whatever information the Sub-adviser Advisor believes appropriate for this purpose; (e) make available to the Manager Fund’s administrator (the “Administrator”), the Advisor and the Trust, promptly upon their written request, such copies of its investment records and ledgers with respect to the Portfolio Fund as may reasonably be required to assist the Manager Advisor, the Administrator and the Trust in their compliance with applicable laws and regulations. The Sub-adviser Advisor will furnish the Trustees Trustees, the Administrator, the Advisor and the Trust with such periodic and special reports regarding the Portfolio Fund as they may reasonably request in writingrequest; (f) immediately meet periodically with the Advisor and the Trustees, in person or by teleconference, to explain its investment management activities, and any reports related to the Fund as may reasonably be requested by the Advisor and/or the Trust; (g) as soon as reasonably practicable notify the Manager Advisor, in writing, of the receipt of any notice of a class action proceeding related to the Fund or any other action or proceeding in which the Advisor or the Fund may be entitled to participate as a result of the Fund’s securities holdings. The Sub-Advisor shall have no responsibility for filing claims on behalf of the Advisor or the Trust with respect to any such actions. The Sub-Advisor’s responsibility with respect to such matters shall be to comply with the foregoing notification obligations and to cooperate with the Advisor and the Trust in making such filings, which shall include providing any relevant information regarding the Fund’s securities holdings to the Advisor; (h) to monitor the assets of the Fund and to use commercially reasonable efforts to notify the Advisor or its designee on any day that the Sub-Advisor determines that a significant event has occurred with respect to one or more securities held in the Fund which would materially affect the value of such securities. As requested by the Advisor or the Trustees, the Sub-Advisor hereby agrees to provide additional reasonable assistance to the Advisor, custodian or recordkeeping agent for the Fund so that the Trust can value the assets of the Fund held in the portfolio. Such assistance may include assistance with the Trust’s fair value pricing of portfolio securities, as requested by the Advisor. The Sub-Advisor agrees that it will act, at all times, in accordance with the Sub-Advisor’s Pricing Policy. Notwithstanding the foregoing, the Advisor acknowledges and agrees that the Sub-Advisor is not a pricing vendor for the Funds and does not have responsibility for determining the market value of any asset in the Funds; (i) provide reasonable assistance to the Advisor, the Fund, and any of its or their trustees, directors, officers, and/or employees in the Fund complying with the provisions of the Xxxxxxxx-Xxxxx Act of 2002 to the extent such provisions relate to the services to be provided by, and obligations of, the Sub-Advisor hereunder. Specifically, and without limitation to the foregoing, the Sub-Advisor agrees to provide reasonable certifications to the principal executive and financial officers of the Fund that correspond to the drafting and/or filing of the Fund’s Form N-CSRs. N-Qs, N-SARs, shareholder reports, financial statements, and other disclosure documents or regulatory filings, in such form and content as the Advisor and the Sub-Advisor shall agree from time to time; (j) provide reasonable assistance to the Fund, and accordingly, the Trust’s Chief Compliance Officer (“CCO”) in the Fund complying with Rule 38a-1 under the 1940 Act. Specifically, the Sub-Advisor represents and warrants that it shall maintain a compliance program in accordance with the requirements of Rule 206(4)-7 under the Advisers Act, and shall provide the CCO with reasonable access to information regarding the Sub-Advisor’s compliance program, which access shall include on-site visits with the Sub-Advisor as may be reasonably requested from time to time. In connection with the periodic review and annual report required to be prepared by the CCO pursuant to Rule 38a-1, the Sub-Advisor agrees to provide reasonable certifications as may be reasonably requested by the CCO related to the design and implementation of the Sub-Advisor’s compliance program; (k) provide assistance as may be reasonably requested by the Advisor in connection with compliance by the Fund with any current or future legal and regulatory requirements applicable to the Fund related to the services provided by the Sub-Advisor hereunder; (l) as soon as reasonably practicable notify the Advisor and the Trust to the extent required by applicable law in the event that the Sub-adviser Advisor or any of its affiliates: (1) becomes aware that it is subject to a statutory disqualification that prevents the Sub-adviser Advisor from serving as an investment adviser advisor pursuant to this Sub-advisory Agreement; or (2) becomes aware that it is the subject of an administrative proceeding or enforcement action by the SEC Securities and Exchange Commission (“SEC”) or other regulatory authority. The Sub-adviser Advisor further agrees to notify the Trust and the Manager promptly if Advisor immediately of any statement regarding material fact known to the Sub-adviser contained in the Trust's Registration Statement with respect Advisor respecting or relating to the Portfolio, Sub-Advisor that would make any written information previously provided to the Advisor or the Trust materially inaccurate or incomplete or if any amendment or supplement thereto, such written information becomes untrue or incomplete in any material respect. In performing ; (m) as soon as reasonably practicable notify the Advisor and the Trust if the Sub-Advisor suffers a material adverse change in its business that would materially impair its ability to perform its relevant duties under for the Fund; (n) use no inside information that may be in its possession in making investment decisions for the Fund consistent with applicable law; (o) use commercially reasonable efforts in rendering the advice and services contemplated by this Agreement; and (p) notwithstanding any other provisions to the contrary, the Sub-adviser Advisor shall manage and invest have no obligation to perform the Portfolio's assets in accordance with the Portfolio's investment objectives, policies and restrictions as well as applicable federal and state securities laws, based upon instructions as may be provided following services or to have employees of the Sub-adviser by Advisor perform the Managerfollowing roles, the Portfolio's administrator, accountant, custodian as applicable: (a) shareholder services or other agent designated by support functions, such as responding to shareholders’ questions about the Manager as responsible for testing compliance Fund or its investments or strategies; (b) providing employees of the Portfolio (the "Compliance Agent"). The Sub-adviser further agrees to manage and invest the Portfolio's assets in accordance with instructions as may be provided to the Sub-adviser from time Advisor to time by the Manager or the Compliance Agent in an effort to ensure that the Portfolio meets and maintains, so long serve as required by the Code, the requirements for qualification as a regulated investment company under Subchapter M officers of the Code and regulations issued thereunder. In fulfilling its obligations under this Agreement, Trust; or (c) providing employees of the Sub-adviser shall be entitled Advisor to reasonably rely on serve as the Trust’s Chief Compliance Officer and act in accordance with instructions provided by the Manager or Compliance Agentassociated staff.

Investment Advisory Duties. Subject to the supervision of the Board of Trustees of the Trust and the Manager, the Sub-adviser will, in coordination with the Manager, (a) provide a program of continuous investment management for the Portfolio in accordance with the Portfolio's ’s investment objectives, policies and limitations as stated in the Portfolio's ’s Prospectus and Statement of Additional Information included as part of the Trust's ’s Registration Statement on behalf of the Portfolio filed with the Securities and Exchange Commission, as they may be amended from time to time, copies of which shall be provided to the Sub-adviser by the Manager; (b) make investment decisions for the Portfolio; and (c) place orders to purchase and sell securities for the Portfolio. In particular, the Sub-adviser will be responsible for the market timing of purchases and sales and for all yield enhancement strategies used in managing the Portfolio. In performing its investment management services to the Portfolio hereunder, the Sub-adviser will provide the Portfolio with ongoing investment guidance and policy direction. The Sub-adviser will determine the securities, instruments, repurchase agreements, options and other investments and techniques that the Portfolio will purchase, sell, enter into or use, and will provide an ongoing evaluation of the Portfolio. The Sub-adviser will determine what portion of the Portfolio shall be invested in securities and other assets. The Sub-adviser further agrees that, in performing its duties hereunder, it will: (a) comply with the 1940 Act and all rules and regulations thereunder, the Advisers Act, applicable sections of the Internal Revenue Code of 1986, as amended (the "“Code"”), and all other applicable federal and state laws and regulations, and with any applicable procedures adopted by the Trustees; (b) manage the Portfolio so that it will qualify, and continue to qualify (except where extraordinary circumstances dictate otherwise), as a regulated investment company under Subchapter M of the Code and regulations issued thereunder; (c) place orders pursuant to its investment determinations for the Portfolio directly with the issuer, or with any broker or dealer the Sub-adviser may choose, in accordance with applicable policies expressed in the Portfolio's ’s Prospectus and/or Statement of Additional Information and in accordance with applicable legal requirements; (d) furnish to the Trust whatever statistical information the Trust may reasonably request in writing with respect to the Portfolio's ’s assets or contemplated investments. In addition, the Sub-adviser will keep the Trust and the Trustees informed of developments materially affecting the Portfolio and shall, on the Sub-adviser's ’s own initiative, furnish to the Trust from time to time whatever information the Sub-adviser believes appropriate for this purpose; (e) make available to the Manager and the Trust, promptly upon their written request, such copies of its investment records and ledgers with respect to the Portfolio as may be required to assist the Manager and the Trust in their compliance with applicable laws and regulations. The Sub-adviser will furnish the Trustees with such periodic and special reports regarding the Portfolio as they may reasonably request in writing; (f) immediately notify the Manager and the Trust in the event that the Sub-adviser or any of its affiliates: (1) becomes aware that it is subject to a statutory disqualification that prevents the Sub-adviser from serving as an investment adviser pursuant to this Sub-advisory Agreement; or (2) becomes aware that it is the subject of an administrative proceeding or enforcement action by the SEC or other regulatory authority. The Sub-adviser further agrees to notify the Trust and the Manager promptly if any statement regarding the Sub-adviser contained in the Trust's ’s Registration Statement with respect to the Portfolio, or any amendment or supplement thereto, becomes untrue or incomplete in any material respect. In performing its duties under this Agreement, the Sub-adviser shall manage and invest the Portfolio's ’s assets in accordance with the Portfolio's ’s investment objectives, policies and restrictions as well as applicable federal and state securities laws, based upon instructions as may be provided to the Sub-adviser by the Manager, the Portfolio's ’s administrator, accountant, custodian or other agent designated by the Manager as responsible for testing compliance of the Portfolio (the "“Compliance Agent"”). The Sub-adviser further agrees to manage and invest the Portfolio's ’s assets in accordance with instructions as may be provided to the Sub-adviser from time to time by the Manager or the Compliance Agent in an effort to ensure that the Portfolio meets and maintains, so long as required by the Code, the requirements for qualification as a regulated investment company under Subchapter M of the Code and regulations issued thereunder. In fulfilling its obligations under this Agreement, the Sub-adviser shall be entitled to reasonably rely on and act in accordance with instructions provided by the Manager or Compliance Agent.

Investment Advisory Duties. Subject to the supervision of the Board of Trustees Directors of the Trust Fund and the ManagerInvestment Advisor, the Sub-adviser Subadvisor will, in coordination with the ManagerInvestment Advisor, (a) provide a program of continuous investment management for the Portfolio Fund in accordance with the PortfolioFund's investment objectives, policies and limitations as stated in the PortfolioFund's Prospectus prospectus and Statement of Additional Information included as part of the TrustFund's Registration Statement on behalf of the Portfolio filed with the Securities and Exchange CommissionCommission ("SEC"), as they may be amended from time to time, copies of which shall be provided to the Sub-adviser Subadvisor by the ManagerInvestment Advisor; (b) make investment decisions for the PortfolioFund; and (c) place orders to purchase and sell securities for the Portfolio. In particular, the Sub-adviser will be responsible for the market timing of purchases and sales and for all yield enhancement strategies used in managing the PortfolioFund. In performing its investment management services to the Portfolio Fund hereunder, the Sub-adviser Subadvisor will provide the Portfolio Fund with ongoing investment guidance and policy direction, including oral and written research, analysis, advice, statistical and economic data and judgments regarding individual investments, general economic conditions and trends and long-range investment policy. The Sub-adviser will determine the securities, instruments, repurchase agreements, options and other investments and techniques that the Portfolio will purchase, sell, enter into or use, and will provide an ongoing evaluation of the Portfolio. The Sub-adviser will determine what portion of the Portfolio shall be invested in securities and other assets. The Sub-adviser Subadvisor further agrees that, in performing its duties hereunder, it will: (a) comply with the 1940 Act and all rules and regulations thereunder, the Advisers Act, applicable sections of the Internal Revenue Code of 1986, as amended (the "Code"), ) and all other applicable federal and state laws and regulations, and with any applicable procedures adopted by the TrusteesDirectors; (b) use reasonable efforts to manage the Portfolio Fund so that it will qualify, and continue to qualify (except where extraordinary circumstances dictate otherwise)qualify, as a regulated investment company under Subchapter M of the Code and regulations issued thereunder; (c) place orders pursuant to its investment determinations for the Portfolio directly with the issuer, or with any broker or dealer the Sub-adviser may choose, Fund in accordance with applicable policies expressed in the PortfolioFund's Prospectus prospectus and/or Statement of Additional Information and in accordance with applicable legal requirements; (d) furnish to the Trust Company, the Investment Advisor and/or the Fund's administrator (the "Administrator") whatever statistical information the Trust Company, the Investment Advisor or the Administrator may reasonably request in writing with respect to the PortfolioFund's assets or contemplated investments. In addition, the Sub-adviser Subadvisor will keep the Trust Company, the Investment Advisor, the Administrator and the Trustees Directors informed of developments materially affecting the Portfolio Fund's portfolio and shall, on the Sub-adviserSubadvisor's own initiative, furnish to the Trust Fund from time to time whatever information the Sub-adviser Subadvisor believes appropriate for this purpose; (e) make available to the Manager Administrator, the Investment Advisor, and the TrustCompany, promptly upon their written request, such copies of its investment records and ledgers with respect to the Portfolio Fund as may be required to assist the Manager Investment Advisor, the Administrator, and the Trust Company in their compliance with applicable laws and regulations. The Sub-adviser Subadvisor will furnish the Trustees Directors, the Administrator, the Investment Advisor, and the Company with such periodic and special reports regarding the Portfolio Fund as they may reasonably request in writingrequest; (f) meet quarterly either in person or by conference call with the Investment Advisor and the Company's Board of Directors to explain its investment management activities, and any reports related to the Fund as may reasonably be requested by the Investment Advisor and/or the Company; (g) immediately notify the Manager Investment Advisor and the Trust Fund in the event that the Sub-adviser Subadvisor or any of its affiliates: (1) becomes aware that it is subject to a statutory disqualification that prevents the Sub-adviser Subadvisor from serving as an investment adviser pursuant to this Sub-advisory Subadvisory Agreement; or (2) becomes aware that it is the subject of an administrative proceeding or enforcement action by the SEC or other regulatory authority. The Sub-adviser Subadvisor further agrees to notify the Trust Fund and the Manager promptly if Investment Advisor immediately of any statement regarding material fact known to the Sub-adviser Subadvisor respecting or relating to the Subadvisor that is not contained in the TrustFund's Registration Statement with respect to the PortfolioStatement, or any amendment or supplement thereto, but that is required to be disclosed therein, and of any statement contained therein that becomes untrue or incomplete in any material respect. In performing its duties under this Agreement, the Sub-adviser shall manage and invest the Portfolio's assets in accordance with the Portfolio's investment objectives, policies and restrictions as well as applicable federal and state securities laws, based upon instructions as may be provided to the Sub-adviser by the Manager, the Portfolio's administrator, accountant, custodian or other agent designated by the Manager as responsible for testing compliance of the Portfolio (the "Compliance Agent"). The Sub-adviser further agrees to manage and invest the Portfolio's assets in accordance with instructions as may be provided to the Sub-adviser from time to time by the Manager or the Compliance Agent in an effort to ensure that the Portfolio meets and maintains, so long as required by the Code, the requirements for qualification as a regulated investment company under Subchapter M of the Code and regulations issued thereunder. In fulfilling its obligations under this Agreement, the Sub-adviser shall be entitled to reasonably rely on and act in accordance with instructions provided by the Manager or Compliance Agent.

Investment Advisory Duties. Subject to the supervision of the Board of Trustees of the Trust and the ManagerTrust, the Sub-adviser will, in coordination with the Manager, Adviser will (a) provide a program of continuous investment management for the Portfolio Funds in accordance with the Portfolio's Funds' investment objectives, policies and limitations as stated in the PortfolioTrust's Prospectus combined prospectus and Statement of Additional Information included as part of the Trust's Registration Statement on behalf of the Portfolio filed with the Securities and Exchange Commission, as they may be amended from time to time, copies of which shall be provided to the Sub-adviser Adviser by the ManagerTrust; (b) make investment decisions for the PortfolioFunds; and (c) place orders to purchase and sell securities for the Portfolio. In particular, the Sub-adviser will be responsible for the market timing of purchases and sales and for all yield enhancement strategies used in managing the PortfolioFunds. In performing its investment management services to the Portfolio Funds hereunder, the Sub-adviser Adviser will provide the Portfolio Funds with ongoing investment guidance and policy direction, including oral and written research, analysis, advice, statistical and economic data and judgments regarding individual investments, general economic conditions and trends and long-range investment policy. The Sub-adviser Adviser will determine the securities, instruments, currencies, repurchase agreements, futures, options and other investments and techniques that the Portfolio Funds will purchase, sell, enter into or use, and will provide an ongoing evaluation of the PortfolioFunds' portfolios. The Sub-adviser Adviser will determine what portion of the Portfolio Funds' portfolios shall be invested in securities and other assetsassets and what portion, if any, should be held uninvested. The Sub-adviser Adviser further agrees that, in performing its duties hereunder, that it will: (a) comply with the 1940 Act and all rules and regulations thereunder, the Advisers Act, applicable sections of the Internal Revenue Code of 1986, as amended (the "Code"), ) and all other applicable federal and state laws and regulations, and with any applicable procedures adopted by the Trustees; (b) use reasonable efforts to manage the Portfolio Funds so that it the Trust will qualify, and continue to qualify (except where extraordinary circumstances dictate otherwise)qualify, as a regulated investment company under Subchapter M of the Code and regulations issued thereunder; (c) place orders pursuant to its investment determinations for the Portfolio Funds directly with the issuer, or with any broker or dealer the Sub-adviser may choosedealer, in accordance with applicable policies expressed in the PortfolioTrust's Prospectus combined prospectus and/or Statement of Additional Information and in accordance with applicable legal requirements; (d) furnish to the Trust Funds whatever statistical information the Trust Funds may reasonably request in writing with respect to the Portfolio's Funds' assets or contemplated investments. In addition, the Sub-adviser Adviser will keep the Trust Funds and the Trustees informed of developments materially affecting the Portfolio Funds' portfolios and shall, on the Sub-adviserAdviser's own initiative, furnish to the Funds and the Trust from time to time whatever information the Sub-adviser Adviser believes appropriate for this purpose; (e) make available to the Manager Funds' administrator, Capstone Asset Management Company (the "Administrator"), and the TrustFunds, promptly upon their written request, such copies of all its investment records and ledgers with respect to the Portfolio as may be required Funds to assist the Manager Administrator and the Trust Funds in their compliance with applicable laws and regulations. The Sub-adviser Adviser will furnish the Trustees with such periodic and special reports regarding the Portfolio Funds as they may reasonably request in writingrequest; (f) immediately notify the Manager and the Trust in the event that the Sub-adviser Adviser or any of its affiliates: (1) becomes aware that it is subject to a statutory disqualification that prevents the Sub-adviser Adviser from serving as an investment adviser pursuant to this Sub-advisory Agreement; or (2) becomes aware that it is has been the subject of an administrative proceeding or enforcement action by the SEC Securities and Exchange Commission ("SEC") or other regulatory authority. The Sub-adviser Adviser further agrees to notify the Trust and immediately of any material fact known to the Manager promptly if any statement regarding Adviser respecting or relating to the Sub-adviser Adviser that is not contained in the Trust's Registration Statement with respect to the PortfolioFunds, or any amendment or supplement thereto, and of any statement contained therein that becomes untrue or incomplete in any material respect. In performing its duties under this Agreement, the Sub-adviser shall manage and invest the Portfolio's assets in accordance with the Portfolio's investment objectives, policies and restrictions as well as applicable federal and state securities laws, based upon instructions as may be provided to the Sub-adviser by the Manager, the Portfolio's administrator, accountant, custodian or other agent designated by the Manager as responsible for testing compliance of the Portfolio (the "Compliance Agent"). The Sub-adviser further agrees to manage and invest the Portfolio's assets in accordance with instructions as may be provided to the Sub-adviser from time to time by the Manager or the Compliance Agent in an effort to ensure that the Portfolio meets and maintains, so long as required by the Code, the requirements for qualification as a regulated investment company under Subchapter M of the Code and regulations issued thereunder. In fulfilling its obligations under this Agreement, the Sub-adviser shall be entitled to reasonably rely on and act in accordance with instructions provided by the Manager or Compliance Agentrequest.

Investment Advisory Duties. (a) Subject to the supervision of the Board of Trustees of the Trust and the ManagerAdviser, the Sub-adviser Subadviser will, in coordination with the Manager, Adviser: (ai) provide a program of continuous investment management for the Portfolio Fund in accordance with the PortfolioFund's investment objectivesobjective, policies and limitations as stated in the PortfolioFund's Prospectus and Statement of Additional Information included as part of the Trust's Registration Statement on behalf of the Portfolio filed with the Securities and Exchange Commission, Commission ("SEC") and as they the Prospectus and Statement of Additional Information may be amended from time to time, copies of which shall be provided to the Sub-adviser Subadviser by the ManagerAdviser; (bii) make investment decisions for the PortfolioFund; and (ciii) place orders to purchase and sell securities and other assets for the Portfolio. In particular, the Sub-adviser will be responsible for the market timing of purchases and sales and for all yield enhancement strategies used in managing the Portfolio. Fund. (b) In performing its investment management services to the Portfolio Fund hereunder, the Sub-adviser Subadviser will provide the Portfolio with ongoing investment guidance Fund, among other things, as received by the index compilation provider, analysis of statistical and policy directioneconomic data and information concerning index compilation, including portfolio composition. The Sub-adviser Subadviser will determine the securities, instruments, repurchase agreements, futures, options and other investments and techniques that the Portfolio Fund will purchase, sell, enter into or use, and will provide an ongoing evaluation of the PortfolioFund's portfolio. The Sub-adviser Subadviser will determine advise as to what portion of the Portfolio Fund's portfolio shall be invested in securities and other assets. , and what portion if any, should be held uninvested. (c) The Sub-adviser Subadviser's duties shall not include and the Subadviser shall have no responsibility for tax reporting or securities lending. (d) The Subadviser further agrees that, in performing its duties hereunder, it will: (ai) comply with the 1940 Act and all rules and regulations thereunder, the Advisers Act, applicable sections of the Internal Revenue Code of 1986, as amended (the "Code"), ) and all other applicable federal and state laws and regulations, and with any applicable procedures adopted by the Trustees; (bii) manage the Portfolio Fund so that it will qualify, and continue to qualify (except where extraordinary circumstances dictate otherwise)qualify, as a regulated investment company under Subchapter M of the Code and regulations issued thereunder; (ciii) place orders pursuant to its investment determinations for the Portfolio Fund directly with the issuer, or with any broker or dealer the Sub-adviser may choosedealer, in accordance with applicable policies expressed in the PortfolioFund's Prospectus and/or Statement of Additional Information and in accordance with applicable legal requirements; (div) furnish to the Trust whatever statistical information the Trust may reasonably request in writing with respect to the PortfolioFund's assets or contemplated investments. In addition, the Sub-adviser Subadviser will keep the Trust Trust, the Trustees and the Trustees Adviser informed of developments materially affecting the Portfolio Fund's portfolio and shall, when requested meet quarterly with the Trustees to explain its activities. Further, on the Sub-adviserSubadviser's own initiative, furnish to the Trust from time to time whatever information the Sub-adviser Subadviser believes appropriate for this purpose; (ev) make available to the Manager Trust's administrator (the "Administrator"), the Adviser and the Trust, promptly upon their written request, such copies of its investment records and ledgers with respect to the Portfolio Fund as may be required to assist the Manager Administrator, the Adviser and the Trust in their compliance with applicable laws and regulations. The Sub-adviser Subadviser will furnish the Trustees with such periodic and special reports regarding the Portfolio Fund and any subadviser as they may reasonably request in writingrequest; (fvi) immediately notify the Manager and the Trust in the event that the Sub-adviser Subadviser or any of its affiliates: (1) becomes aware that it is subject to a statutory disqualification that prevents the Sub-adviser Subadviser from serving as an investment adviser pursuant to this Sub-advisory Agreement; or (2) becomes aware that it is the subject of an administrative proceeding or enforcement action by the SEC or other regulatory authority. The Sub-adviser Subadviser further agrees to notify the Trust and immediately of any material fact known to the Manager promptly if any statement regarding Subadviser respecting or relating to the Sub-adviser Subadviser that is not contained in the Trust's Registration Statement with respect to regarding the PortfolioFund, or any amendment or supplement thereto, but that is required to be disclosed thereon, and of any statement contained therein that becomes untrue or incomplete in any material respect. In performing its duties under this Agreement; and (vii) in providing investment advice to the Fund, the Sub-adviser shall manage and invest the Portfolio's assets in accordance with the Portfolio's investment objectives, policies and restrictions as well as applicable federal and state securities laws, based upon instructions as use no inside information that may be provided in its possession or in the possession of any of its affiliates, nor will the Subadviser seek to the Sub-adviser by the Manager, the Portfolio's administrator, accountant, custodian or other agent designated by the Manager as responsible for testing compliance of the Portfolio (the "Compliance Agent"). The Sub-adviser further agrees to manage and invest the Portfolio's assets in accordance with instructions as may be provided to the Sub-adviser from time to time by the Manager or the Compliance Agent in an effort to ensure that the Portfolio meets and maintains, so long as required by the Code, the requirements for qualification as a regulated investment company under Subchapter M of the Code and regulations issued thereunder. In fulfilling its obligations under this Agreement, the Sub-adviser shall be entitled to reasonably rely on and act in accordance with instructions provided by the Manager or Compliance Agentobtain any such information.

Investment Advisory Duties. Subject to the supervision of the Board of Trustees of the Trust and the ManagerAdvisor, the Sub-adviser Advisor will, in coordination with the Manager, Advisor as described below: (a) provide a program of continuous investment management for the Portfolio in accordance with the Portfolio's investment objectives, policies and limitations as stated in the Portfolio's Prospectus and Statement of Additional Information included as part of the Trust's Registration Statement on behalf of the Portfolio filed with the Securities and Exchange Commission, as they may be amended from time to time, copies of which shall be provided to the Sub-adviser by the ManagerFund; (b) make investment decisions for the PortfolioFund; and (c) place orders to purchase and sell securities for the Portfolio. In particularFund in accordance with the Fund's investment objectives, policies and limitations as stated in the Fund's current Prospectus and Statement of Additional Information as provided to the Sub-adviser will Advisor by the Advisor, as they may be responsible for amended from time to time; provided, that the market timing of purchases and sales and for all yield enhancement strategies used in managing the Portfolio. In performing its investment management services to the Portfolio hereunder, Advisor shall provide the Sub-adviser will provide the Portfolio with ongoing Advisor reasonable advance notice of any change to such investment guidance objectives, policies and policy directionlimitations. The Sub-adviser will determine the securities, instruments, repurchase agreements, options and other investments and techniques that the Portfolio will purchase, sell, enter into or use, and will provide an ongoing evaluation of the Portfolio. The Sub-adviser will determine what portion of the Portfolio shall be invested in securities and other assets. The Sub-adviser Advisor further agrees that, in performing its duties hereunder, it will: (a) with regard to its activities under this Agreement, use reasonable efforts to comply in all material respects with the applicable provisions of the 1940 Act Act, the Advisers Act, and all applicable rules and regulations thereunder, the Advisers Act, applicable sections of the U.S. Internal Revenue Code of 1986, as amended (the "Code"), and all other applicable federal and state laws and regulations, and with any applicable procedures adopted by the Trustees, as they may be amended from time to time, provided that written copies of such procedures and amendments thereto are provided to the Sub-Advisor by the Advisor; (b) use reasonable efforts to manage the Portfolio Fund so that it will qualify, and continue to qualify (except where extraordinary circumstances dictate otherwise)qualify, as a regulated investment company under Subchapter M of the Code and regulations issued thereunder; provided, however, the Sub-Advisor shall not be responsible for the tax effect of any decisions made by or any actions taken by any person other than the Sub-Advisor; (c) place orders pursuant to its investment determinations for the Portfolio directly with the issuer, or with any broker or dealer the Sub-adviser may chooseFund, in accordance with applicable policies expressed in the PortfolioFund's Prospectus and/or Statement of Additional Information or otherwise established through written guidelines established by the Fund and in accordance with applicable legal requirementsprovided to the Sub-Advisor by the Advisor, including without limitation, Section 4 hereof; (d) furnish to the Trust and the Advisor whatever statistical information the Trust or the Advisor may reasonably request in writing with respect to the PortfolioFund's assets or contemplated investments. In addition, the Sub-adviser Advisor will keep the Trust Trust, the Advisor and the Trustees informed of developments that the Sub-Advisor reasonably believes will materially affecting affect the Portfolio Fund's portfolio, and shall, on the Sub-adviserAdvisor's own initiative, furnish to the Trust from time to time whatever information the Sub-adviser Advisor believes appropriate for this purpose; (e) make available to the Manager Fund's administrator (the "Administrator"), the Advisor and the Trust, promptly upon their written request, such copies of its investment records and ledgers with respect to the Portfolio Fund as may reasonably be required to assist the Manager Advisor, the Administrator and the Trust in their compliance with applicable laws and regulations. The Sub-adviser Advisor will furnish the Trustees Trustees, the Administrator, the Advisor and the Trust with such periodic and special reports regarding the Portfolio Fund as they may reasonably request in writingrequest; (f) immediately meet periodically with the Advisor and the Trustees, in person or by teleconference, to explain its investment management activities, and any reports related to the Fund as may reasonably be requested by the Advisor and/or the Trust; (g) as soon as reasonably practicable notify the Manager Advisor, in writing, of the receipt of any notice of a class action proceeding related to the Fund or any other action or proceeding in which the Advisor or the Fund may be entitled to participate as a result of the Fund's securities holdings. The Sub-Advisor shall have no responsibility for filing claims on behalf of the Advisor or the Trust with respect to any such actions. The Sub-Advisor's responsibility with respect to such matters shall be to comply with the foregoing notification obligations and to cooperate with the Advisor and the Trust in making such filings, which shall include providing any relevant information regarding the Fund's securities holdings to the Advisor; (h) to monitor the assets of the Fund and to use commercially reasonable efforts to notify the Advisor or its designee on any day that the Sub-Advisor determines that a significant event has occurred with respect to one or more securities held in the Fund which would materially affect the value of such securities. As requested by the Advisor or the Trustees, the Sub-Advisor hereby agrees to provide additional reasonable assistance to the Advisor, custodian or recordkeeping agent for the Fund so that the Trust can value the assets of the Fund held in the portfolio. Such assistance may include assistance with the Trust's fair value pricing of portfolio securities, as requested by the Advisor. The Sub-Advisor agrees that it will act, at all times, in accordance with the Sub-Advisor's Pricing Policy. Notwithstanding the foregoing, the Advisor acknowledges and agrees that the Sub-Advisor is not a pricing vendor for the Funds and does not have responsibility for determining the market value of any asset in the Funds; (i) provide reasonable assistance to the Advisor, the Fund, and any of its or their trustees, directors, officers, and/or employees in the Fund complying with the provisions of the Xxxxxxxx-Xxxxx Act of 2002 to the extent such provisions relate to the services to be provided by, and obligations of, the Sub-Advisor hereunder. Specifically, and without limitation to the foregoing, the Sub-Advisor agrees to provide reasonable certifications to the principal executive and financial officers of the Fund that correspond to the drafting and/or filing of the Fund's Form N-CSRs. N-Qs, N-SARs, shareholder reports, financial statements, and other disclosure documents or regulatory filings, in such form and content as the Advisor and the Sub-Advisor shall agree from time to time; (j) provide reasonable assistance to the Fund, and accordingly, the Trust's Chief Compliance Officer ("CCO") in the Fund complying with Rule 38a-1 under the 1940 Act. Specifically, the Sub-Advisor represents and warrants that it shall maintain a compliance program in accordance with the requirements of Rule 206(4)-7 under the Advisers Act, and shall provide the CCO with reasonable access to information regarding the Sub-Advisor's compliance program, which access shall include on-site visits with the Sub-Advisor as may be reasonably requested from time to time. In connection with the periodic review and annual report required to be prepared by the CCO pursuant to Rule 38a-1, the Sub-Advisor agrees to provide reasonable certifications as may be reasonably requested by the CCO related to the design and implementation of the Sub-Advisor's compliance program; (k) provide assistance as may be reasonably requested by the Advisor in connection with compliance by the Fund with any current or future legal and regulatory requirements applicable to the Fund related to the services provided by the Sub-Advisor hereunder; (l) as soon as reasonably practicable notify the Advisor and the Trust to the extent required by applicable law in the event that the Sub-adviser Advisor or any of its affiliates: (1) becomes aware that it is subject to a statutory disqualification that prevents the Sub-adviser Advisor from serving as an investment adviser advisor pursuant to this Sub-advisory Agreement; or (2) becomes aware that it is the subject of an administrative proceeding or enforcement action by the SEC Securities and Exchange Commission ("SEC") or other regulatory authority. The Sub-adviser Advisor further agrees to notify the Trust and the Manager promptly if Advisor immediately of any statement regarding material fact known to the Sub-adviser contained in the Trust's Registration Statement with respect Advisor respecting or relating to the Portfolio, Sub-Advisor that would make any written information previously provided to the Advisor or the Trust materially inaccurate or incomplete or if any amendment or supplement thereto, such written information becomes untrue or incomplete in any material respect. In performing ; (m) as soon as reasonably practicable notify the Advisor and the Trust if the Sub-Advisor suffers a material adverse change in its business that would materially impair its ability to perform its relevant duties under for the Fund; (n) use no inside information that may be in its possession in making investment decisions for the Fund consistent with applicable law; (o) use commercially reasonable efforts in rendering the advice and services contemplated by this Agreement; and (p) notwithstanding any other provisions to the contrary, the Sub-adviser Advisor shall manage and invest have no obligation to perform the Portfolio's assets in accordance with the Portfolio's investment objectives, policies and restrictions as well as applicable federal and state securities laws, based upon instructions as may be provided following services or to have employees of the Sub-adviser by Advisor perform the Managerfollowing roles, the Portfolio's administrator, accountant, custodian as applicable: (a) shareholder services or other agent designated by support functions, such as responding to shareholders' questions about the Manager as responsible for testing compliance Fund or its investments or strategies; (b) providing employees of the Portfolio (the "Compliance Agent"). The Sub-adviser further agrees to manage and invest the Portfolio's assets in accordance with instructions as may be provided to the Sub-adviser from time Advisor to time by the Manager or the Compliance Agent in an effort to ensure that the Portfolio meets and maintains, so long serve as required by the Code, the requirements for qualification as a regulated investment company under Subchapter M officers of the Code and regulations issued thereunder. In fulfilling its obligations under this Agreement, Trust; or (c) providing employees of the Sub-adviser shall be entitled Advisor to reasonably rely on serve as the Trust's Chief Compliance Officer and act in accordance with instructions provided by the Manager or Compliance Agentassociated staff.

Investment Advisory Duties. Subject to the supervision of the Board of Trustees of the Trust and the ManagerTrust, the Sub-adviser Adviser will, in coordination with the Manager, : (a) provide a program of continuous investment management for the Portfolio Fund in accordance with the Portfolio's Fund’s investment objectives, policies and limitations as stated in the Portfolio's Prospectus Fund’s prospectus and Statement of Additional Information included as part of the Trust's ’s Registration Statement on behalf of the Portfolio filed with the Securities and Exchange CommissionCommission (“SEC”), as they may be amended from time to time, copies of which shall be provided to the Sub-adviser Adviser by the ManagerTrust; (b) make investment decisions for the PortfolioFund; and (c) place orders to purchase and sell securities for the Portfolio. In particular, the Sub-adviser will be responsible for the market timing of purchases and sales and for all yield enhancement strategies used in managing the PortfolioFund. In performing its investment management services to the Portfolio Fund hereunder, the Sub-adviser Adviser will provide the Portfolio Fund with ongoing investment guidance and policy direction, including oral and written research, analysis, advice, statistical and economic data and judgments regarding individual investments, general economic conditions and trends and long-range investment policy. The Sub-adviser Adviser will determine the securities, instruments, repurchase agreements, options and other investments and techniques that the Portfolio Fund will purchase, sell, enter into or use, and will provide an ongoing evaluation of the PortfolioFund’s portfolio. The Sub-adviser Adviser will determine what portion of the Portfolio Fund’s portfolio shall be invested in securities and other assets, and what portion, if any, should be uninvested. The Sub-adviser Adviser further agrees that, in performing its duties hereunder, it will: (a) comply with the 1940 Act and all rules and regulations thereunder, the Advisers Act, applicable sections of the Internal Revenue Code of 1986, as amended (the "“Code"), ”) and all other applicable federal and state laws and regulations, and with any applicable procedures adopted by the Trustees; (b) use reasonable efforts to manage the Portfolio Fund so that it will qualify, and continue to qualify (except where extraordinary circumstances dictate otherwise)qualify, as a regulated investment company under Subchapter M of the Code and regulations issued thereunder; (c) place orders pursuant to its investment determinations for the Portfolio Fund directly with the issuer, or with any broker or dealer the Sub-adviser may choosedealer, in accordance with applicable policies expressed in the Portfolio's Prospectus Fund’s prospectus and/or Statement of Additional Information and in accordance with applicable legal requirements; (d) furnish to the Trust whatever statistical information the Trust may reasonably request in writing with respect to the Portfolio's Fund’s assets or contemplated investments. In addition, the Sub-adviser Adviser will keep the Trust and the Board of Trustees (the “Board” or “Trustees”) informed of developments materially affecting the Portfolio Fund’s portfolio and shall, on the Sub-adviser's Adviser’s own initiative, furnish to the Trust from time to time whatever information the Sub-adviser Adviser believes appropriate for this purpose; (e) make available to the Manager and the Trust, promptly upon their written its request, such copies of its investment records and ledgers with respect to the Portfolio Fund as may be required to assist the Manager and the Trust in their its compliance with applicable laws and regulations. The Sub-adviser Adviser will furnish the Trustees with such periodic and special reports regarding the Portfolio Fund as they may reasonably request in writingrequest; (f) immediately notify the Manager and the Trust in the event that the Sub-adviser Adviser or any of its affiliates: (1) becomes aware that it is subject to a statutory disqualification that prevents the Sub-adviser Adviser from serving as an investment adviser pursuant to this Sub-advisory Agreement; or (2) becomes aware that it is the subject of an administrative proceeding or enforcement action by the SEC or other regulatory authority. The Sub-adviser Adviser further agrees to notify the Trust and immediately of any material fact known to the Manager promptly if any statement regarding Adviser respecting or relating to the Sub-adviser Adviser that is not contained in the Trust's ’s Registration Statement with respect to regarding the PortfolioFund, or any amendment or supplement thereto, but that is required to be disclosed thereon, and of any statement contained therein that becomes untrue or incomplete in any material respect. In performing its duties under this Agreement; and (g) in making investment decisions for the Fund, the Sub-adviser shall manage and invest the Portfolio's assets in accordance with the Portfolio's investment objectives, policies and restrictions as well as applicable federal and state securities laws, based upon instructions as use no inside information that may be provided in its possession or in the possession of any of its affiliates, nor will the Adviser seek to the Sub-adviser by the Manager, the Portfolio's administrator, accountant, custodian or other agent designated by the Manager as responsible for testing compliance of the Portfolio (the "Compliance Agent"). The Sub-adviser further agrees to manage and invest the Portfolio's assets in accordance with instructions as may be provided to the Sub-adviser from time to time by the Manager or the Compliance Agent in an effort to ensure that the Portfolio meets and maintains, so long as required by the Code, the requirements for qualification as a regulated investment company under Subchapter M of the Code and regulations issued thereunder. In fulfilling its obligations under this Agreement, the Sub-adviser shall be entitled to reasonably rely on and act in accordance with instructions provided by the Manager or Compliance Agentobtain any such information.

Investment Advisory Duties. Subject to the supervision of the Board of Trustees of the Trust and the ManagerTrust, the Sub-adviser will, in coordination with the Manager, Adviser will (a) provide a program of continuous investment management for the Portfolio Fund in accordance with the PortfolioFund's investment objectives, policies and limitations as stated in the PortfolioFund's Prospectus prospectus and Statement of Additional Information included as part of the Trust's Registration Statement on behalf of the Portfolio filed with the Securities and Exchange Commission, as they may be amended from time to time, copies of which shall be provided to the Sub-adviser Adviser by the Manager; Trust: (b) make investment decisions for the Portfolio; Fund: and (c) place orders to purchase and sell securities for the Portfolio. In particular, the Sub-adviser will be responsible for the market timing of purchases and sales and for all yield enhancement strategies used in managing the PortfolioFund. In performing its investment management services to the Portfolio Fund hereunder, the Sub-adviser Adviser will provide the Portfolio Fund with ongoing investment guidance and policy direction, including oral and written research, analysis, advice, statistical and economic data and judgments regarding individual investments, general economic conditions and trends and long-range investment policy. The Sub-adviser Adviser will determine the securities, instruments, repurchase agreements, options and other investments and techniques that the Portfolio Fund will purchase, sell, enter into or use, and will provide an ongoing evaluation of the PortfolioFund's portfolio. The Sub-adviser Adviser will determine what portion of the Portfolio Fund's portfolio shall be invested in securities and other assets, and what portion, if any, should be held uninvested. The Sub-adviser Adviser further agrees that, in performing its duties hereunder, it will: (a) comply with the 1940 Act and all rules and regulations thereunder, the Advisers Act, applicable sections of the Internal Revenue Code of 1986, as amended (the "Code"), ) and all other applicable federal and state laws and regulations, and with any applicable procedures adopted by the Trustees; (b) use reasonable efforts to manage the Portfolio Fund so that it will qualify, and continue to qualify (except where extraordinary circumstances dictate otherwise)qualify, as a regulated investment company under Subchapter M of the Code and regulations issued thereunder; (c) place orders pursuant to its investment determinations for the Portfolio Fund directly with the issuer, or with any broker or dealer the Sub-adviser may choosedealer, in accordance with applicable policies expressed in the PortfolioFund's Prospectus prospectus and/or Statement of Additional Information and in accordance with applicable legal requirements; (d) furnish to the Trust whatever statistical information the Trust may reasonably request in writing with respect to the PortfolioFund's assets or contemplated investments. In addition, the Sub-adviser Adviser will keep the Trust and the Trustees informed of developments materially affecting the Portfolio Fund's portfolio and shall, on the Sub-adviserAdviser's own initiative, furnish to the Trust from time to time whatever information the Sub-adviser Adviser believes appropriate for this purpose; (e) make available to the Manager and the Trust, promptly upon their written its request, such copies of its investment records and ledgers with respect to the Portfolio Fund as may be required to assist the Manager and the Trust in their its compliance with applicable laws and regulations. The Sub-adviser Adviser will furnish the Trustees with such periodic and special reports regarding the Portfolio Fund as they may reasonably request in writingrequest; (f) immediately notify the Manager and the Trust in the event that the Sub-adviser Adviser or any of its affiliates: (1) becomes aware that it is subject to a statutory disqualification that prevents the Sub-adviser Adviser from serving as an investment adviser pursuant to this Sub-advisory Agreement; or (2) becomes aware that it is the subject of an administrative proceeding or enforcement action by the SEC Securities and Exchange Commission ("SEC") or other regulatory authority. The Sub-adviser Adviser further agrees to notify the Trust and immediately of any material fact known to the Manager promptly if any statement regarding Adviser respecting or relating to the Sub-adviser Adviser that is not contained in the Trust's Registration Statement with respect to regarding the PortfolioFund, or any amendment or supplement thereto, but that is required to be disclosed thereon, and of any statement contained therein that becomes untrue or incomplete in any material respect. In performing its duties under this Agreement; (g) in making investment decisions for the Fund, the Sub-adviser shall manage and invest the Portfolio's assets in accordance with the Portfolio's investment objectives, policies and restrictions as well as applicable federal and state securities laws, based upon instructions as use no inside information that may be provided in its possession or in the possession of any of its affiliates, nor will the Adviser seek to the Sub-adviser by the Manager, the Portfolio's administrator, accountant, custodian or other agent designated by the Manager as responsible for testing compliance of the Portfolio (the "Compliance Agent"). The Sub-adviser further agrees to manage and invest the Portfolio's assets in accordance with instructions as may be provided to the Sub-adviser from time to time by the Manager or the Compliance Agent in an effort to ensure that the Portfolio meets and maintains, so long as required by the Code, the requirements for qualification as a regulated investment company under Subchapter M of the Code and regulations issued thereunder. In fulfilling its obligations under this Agreement, the Sub-adviser shall be entitled to reasonably rely on and act in accordance with instructions provided by the Manager or Compliance Agentobtain any such information.

Investment Advisory Duties. Subject to the supervision of the Board of Trustees Directors of the Trust and the ManagerFund, the Sub-adviser will, in coordination with the Manager, Adviser will (a) provide a program of continuous investment management for the Portfolio Fund in accordance with the PortfolioFund's investment objectives, policies and limitations as stated in the PortfolioFund's Prospectus and Statement of Additional Information included as part of the TrustFund's Registration Statement on behalf of the Portfolio filed with the Securities and Exchange CommissionCommission ("SEC"), as they may be amended from time to time, copies of which shall be provided to the Sub-adviser Adviser by the ManagerFund; (b) make investment decisions for the PortfolioFund; and (c) place orders to purchase and sell securities for the Portfolio. In particular, the Sub-adviser will be responsible for the market timing of purchases and sales and for all yield enhancement strategies used in managing the PortfolioFund. In performing its investment management services to the Portfolio Fund hereunder, the Sub-adviser Adviser will provide the Portfolio Fund with ongoing investment guidance and policy direction, including oral and written research, analysis, advice, statistical and economic data and judgments regarding individual investments, general economic conditions and trends and long-range investment policy. The Sub-adviser Adviser will determine the securities, instruments, repurchase agreements, options and other investments and techniques that the Portfolio Fund will purchase, sell, enter into or use, and will provide an ongoing evaluation of the PortfolioFund's portfolio. The Sub-adviser Adviser will determine what portion of the Portfolio Fund's portfolio shall be invested in securities and other assets, and what portion if any, should be held uninvested. The Sub-adviser Adviser further agrees that, in performing its duties hereunder, it will: (a) comply with the 1940 Act and all rules and regulations thereunder, the Advisers Act, applicable sections of the Internal Revenue Code of 1986, as amended (the "Code"), ) and all other applicable federal and state laws and regulations, and with any applicable procedures adopted by the TrusteesDirectors, including, but not limited to, the Fund's Code of Ethics; (b) use reasonable efforts to manage the Portfolio Fund so that it will qualify, and continue to qualify (except where extraordinary circumstances dictate otherwise)qualify, as a regulated investment company under Subchapter M of the Code and regulations issued thereunder; (c) place orders pursuant to its investment determinations for the Portfolio Fund directly with the issuer, or with any broker or dealer the Sub-adviser may choosedealer, in accordance with applicable policies expressed in the PortfolioFund's Prospectus and/or Statement of Additional Information and in accordance with applicable legal requirements; (d) furnish to the Trust Fund whatever statistical information the Trust Fund may reasonably request in writing with respect to the PortfolioFund's assets or contemplated investments. In addition, the Sub-adviser Adviser will keep the Trust Fund and the Trustees Directors informed of developments materially affecting the Portfolio Fund's portfolio and shall, on the Sub-adviserAdviser's own initiative, furnish to the Trust Fund from time to time whatever information the Sub-adviser Adviser believes appropriate for this purpose; (e) make available to the Manager Fund's administrator, Fund/Plan Services, Inc. (the "Administrator"), and the TrustFund, promptly upon their written request, such copies of its investment records and ledgers with respect to the Portfolio Fund as may be required to assist the Manager Administrator and the Trust Fund in their compliance with applicable laws and regulations. The Sub-adviser Adviser will furnish the Trustees Directors with such periodic and special reports regarding the Portfolio Fund as they may reasonably request in writingrequest; (f) immediately notify the Manager and the Trust Fund in the event that the Sub-adviser Adviser or any of its affiliates: affiliates (1) becomes aware that it is subject to a statutory disqualification that prevents the Sub-adviser Adviser from serving as an investment adviser pursuant to this Sub-advisory Agreement; or (2) becomes aware that it is the subject of an administrative proceeding or enforcement action by the SEC or other regulatory authority. The Sub-adviser Adviser further agrees to notify the Trust and Fund immediately of any material fact known to the Manager promptly if any statement regarding Adviser respecting or relating to the Sub-adviser Adviser that is not contained in the TrustFund's Registration Statement with respect to regarding the PortfolioFund, or any amendment or supplement thereto, but that is required to be disclosed thereon, and of any statement contained therein that becomes untrue or incomplete in any material respect. In performing its duties under this Agreement, the Sub-adviser shall manage and invest the Portfolio's assets in accordance with the Portfolio's investment objectives, policies and restrictions as well as applicable federal and state securities laws, based upon instructions as may be provided to the Sub-adviser by the Manager, the Portfolio's administrator, accountant, custodian or other agent designated by the Manager as responsible for testing compliance of the Portfolio (the "Compliance Agent"). The Sub-adviser further agrees to manage and invest the Portfolio's assets in accordance with instructions as may be provided to the Sub-adviser from time to time by the Manager or the Compliance Agent in an effort to ensure that the Portfolio meets and maintains, so long as required by the Code, the requirements for qualification as a regulated investment company under Subchapter M of the Code and regulations issued thereunder. In fulfilling its obligations under this Agreement, the Sub-adviser shall be entitled to reasonably rely on and act in accordance with instructions provided by the Manager or Compliance Agent.

Investment Advisory Duties. Subject to the supervision of the Board of Trustees Directors of the Trust and the ManagerFund, the Sub-adviser Adviser will, in coordination with the Manager, (a) provide a program of continuous investment management for the Portfolio Portfolios in accordance with the Portfolio's Portfolios' investment objectives, policies and limitations as stated in the each Portfolio's Prospectus and Statement of Additional Information included as part of the TrustFund's Registration Statement on behalf of the Portfolio filed with the Securities and Exchange Commission, as they may be amended from time to time, copies of which shall be provided to the Sub-adviser Adviser by the ManagerFund; (b) make investment decisions for the PortfolioFunds; and (c) place orders to purchase and sell securities for the Portfolio. In particular, the Sub-adviser will be responsible for the market timing of purchases and sales and for all yield enhancement strategies used in managing the PortfolioPortfolios. In performing its investment management services to the Portfolio Portfolios hereunder, the Sub-adviser Adviser will provide the Portfolio Portfolios with ongoing investment guidance and policy direction, including oral and written research, analysis, advice, statistical and economic data and judgments regarding individual investments, general economic conditions and trends and long-range investment policy. The Sub-adviser Adviser will determine the securities, instruments, repurchase agreements, options options, futures and other investments and techniques that the Portfolio Portfolios will purchase, sell, enter into or use, and will provide prove an ongoing evaluation of the PortfolioPortfolios' investments. The Sub-adviser Adviser will determine what portion of the Portfolio Portfolios' investments shall be invested in securities and other assets, and what portion, if any, should be held uninvested. The SubAdviser shall furnish to the Fund adequate (i) office space, which may be space within the offices of Adviser or in such other place as may be agreed upon from time to time and (ii) office furnishings, facilities and equipment as may be reasonably required for managing the corporate affairs and conducting the business of the Fund, including complying with the corporate reporting requirements of the various states in which the Fund does business, and conducting correspondence and other communications with the stockholders of the Fund. The Adviser shall employ or provide and compensate the executive, secretarial and clerical personnel necessary to provide such services. Subject to the approval of the Fund's Board of Directors (including a majority of the Directors who are not "interested persons" of the Fund as defined in the 0000 Xxx) and of the shareholders of the Fund, the Adviser may delegate to a sub-adviser some or all of its duties enumerated in Section 2 hereof. The Adviser shall continue to supervise the performance of any such sub-adviser and shall report regularly thereon to the Fund's Board of Directors. The Adviser further agrees that, in performing its duties hereunder, it will: (a) comply with the 1940 Act and all rules and regulations thereunder, the Advisers Act, applicable sections of the Internal Revenue Code of 1986, as amended (the "Code"), and all other applicable federal and state laws and regulations, and with any applicable procedures adopted by the TrusteesDirectors; (b) use reasonable efforts to manage the each Portfolio so that it will qualify, and continue to qualify (except where extraordinary circumstances dictate otherwise)qualify, as a regulated investment company under Subchapter M of the Code and regulations issued thereunder; (c) place orders pursuant to its investment determinations for the each Portfolio directly with the issuer, or with any broker or dealer the Sub-adviser may choosedealer, in accordance with the applicable policies expressed in the each Portfolio's Prospectus and/or Statement of Additional Information and in accordance with applicable legal requirements; (d) furnish to the Trust Fund whatever statistical information the Trust Fund may reasonably request in writing with respect to the each Portfolio's assets or contemplated investments. In addition, the Sub-adviser Adviser will keep the Trust Fund and the Trustees Directors informed of developments materially affecting the Portfolio each Portfolio's investments and shall, on the Sub-adviserAdviser's own initiative, furnish to the Trust Fund from time to time whatever information the Sub-adviser Adviser believes appropriate for this purpose; (e) make available to the Manager and the TrustFund, promptly upon their written its request, such copies of its the Adviser's investment records and ledgers with respect to the Portfolio Portfolios as may be required to assist the Manager and the Trust Fund in their its compliance with applicable laws and regulations. The Sub-adviser Adviser will furnish the Trustees Directors with such periodic and special reports regarding the each Portfolio as they may reasonably request in writing;request; and (f) immediately notify the Manager and the Trust Fund in the event that the Sub-adviser Adviser or any of its affiliates: (1) becomes aware that it is subject to a statutory disqualification that prevents the Sub-adviser Adviser from serving as an investment adviser pursuant to this Sub-advisory Agreement; or (2) becomes aware that it is the subject of an administrative proceeding or enforcement action by the SEC Securities and Exchange Commission ("SEC") or other regulatory authority. The Sub-adviser Adviser further agrees to notify the Trust and Fund immediately of any material fact known to the Manager promptly if any statement regarding Adviser respecting or relating to the Sub-adviser Adviser that is not contained in the TrustFund's Registration Statement with respect to the PortfolioStatement, or any amendment or supplement thereto, but that is required to be disclosed therein, and of any statement contained therein that becomes untrue or incomplete in any material respect. In performing its duties under this Agreement, the Sub-adviser shall manage and invest the Portfolio's assets in accordance with the Portfolio's investment objectives, policies and restrictions as well as applicable federal and state securities laws, based upon instructions as may be provided to the Sub-adviser by the Manager, the Portfolio's administrator, accountant, custodian or other agent designated by the Manager as responsible for testing compliance of the Portfolio (the "Compliance Agent"). The Sub-adviser further agrees to manage and invest the Portfolio's assets in accordance with instructions as may be provided to the Sub-adviser from time to time by the Manager or the Compliance Agent in an effort to ensure that the Portfolio meets and maintains, so long as required by the Code, the requirements for qualification as a regulated investment company under Subchapter M of the Code and regulations issued thereunder. In fulfilling its obligations under this Agreement, the Sub-adviser shall be entitled to reasonably rely on and act in accordance with instructions provided by the Manager or Compliance Agent.

Investment Advisory Duties. (a) Subject to the supervision of the Board of Trustees of the Trust and the ManagerTrust, the Sub-adviser Adviser will, in coordination with the Manager, : (ai) provide a program of continuous investment management for the Portfolio Fund in accordance with the PortfolioFund's investment objectivesobjective, policies and limitations as stated in the PortfolioFund's Prospectus and Statement of Additional Information included as part of the Trust's Registration Statement on behalf of the Portfolio filed with the Securities and Exchange Commission, Commission ("SEC") and as they the Prospectus and Statement of Additional Information may be amended from time to time, copies of which shall be provided to the Sub-adviser Adviser by the ManagerTrust; and (ii) select and manage, subject to approval by the Trustees, investment subadvisers, who may be granted discretionary investment authority for the Fund. (b) make investment decisions for the Portfolio; and (c) place orders to purchase and sell securities for the Portfolio. In particular, the Sub-adviser will be responsible for the market timing of purchases and sales and for all yield enhancement strategies used in managing the Portfolio. In performing its investment management services to the Portfolio Fund hereunder, the Sub-adviser Adviser will provide the Portfolio Fund with ongoing investment guidance and guidance, policy direction. The Sub, including oral and written research, monitoring of all subadvised portions of the Fund, analysis, advice, statistical and economic data and judgments regarding individual investments, general economic conditions and trends and long-adviser range investment policy. (c) To the extent permitted by the Adviser's Form ADV as filed with the SEC and subject to the approval of the Trustees of the Trust, the Adviser shall have the authority to manage cash and money market instruments for cash flow purposes. (d) To the extent permitted by the Adviser's current Form ADV as filed with the SEC, the Adviser will determine advise as to the securities, instruments, repurchase agreements, options and other investments and techniques that the Portfolio Fund will purchase, sell, enter into or use, and will provide an ongoing evaluation of the PortfolioFund's portfolio. The Sub-adviser Adviser will determine advise as to what portion of the Portfolio Fund's portfolio shall be invested in securities and other assets. , and what portion if any, should be held uninvested. (e) The Sub-adviser Adviser may engage and remove one or more subadvisers, subject to the legally required approvals of the Trust and its shareholders, and the Adviser shall monitor the performance of any subadviser and report to the Trust thereon. (f) The Adviser further agrees that, in performing its duties hereunder, it will: (ai) comply with the 1940 Act and all rules and regulations thereunder, the Advisers Act, applicable sections of the Internal Revenue Code of 1986, as amended (the "Code"), ) and all other applicable federal and state laws and regulations, and with any applicable procedures adopted by the Trustees; (bii) use reasonable efforts to manage the Portfolio Fund so that it will qualify, and continue to qualify (except where extraordinary circumstances dictate otherwise)qualify, as a regulated investment company under Subchapter M of the Code and regulations issued thereunder; (ciii) place orders pursuant to its the Fund's investment determinations as approved by the Trustees for the Portfolio Fund directly with the issuer, or with any broker or dealer the Sub-adviser may choosedealer, in accordance with applicable policies expressed in the PortfolioFund's Prospectus and/or Statement of Additional Information and in accordance with applicable legal requirements; (div) furnish to the Trust whatever statistical information the Trust may reasonably request in writing with respect to the PortfolioFund's assets or contemplated investments. In addition, the Sub-adviser Adviser will keep the Trust and the Trustees informed of developments materially affecting the Portfolio Fund's portfolio and shall, on the Sub-adviserAdviser's own initiative, furnish to the Trust from time to time whatever information the Sub-adviser Adviser believes appropriate for this purpose; (ev) make available to the Manager Trust's administrator ("Administrator") and the Trust, promptly upon their written request, such copies of its investment records and ledgers with respect to the Portfolio Fund as may be required to assist the Manager Administrator and the Trust in their compliance with applicable laws and regulations. The Sub-adviser Adviser will furnish the Trustees with such periodic and special reports regarding the Portfolio Fund and any subadviser as they may reasonably request in writingrequest; (fvi) immediately notify the Manager and the Trust in the event that the Sub-adviser Adviser or any of its affiliates: (1) becomes aware that it is subject to a statutory disqualification that prevents the Sub-adviser Adviser from serving as an investment adviser pursuant to this Sub-advisory Agreement; or (2) becomes aware that it is the subject of an administrative proceeding or enforcement action by the SEC or other regulatory authority. The Sub-adviser Adviser further agrees to notify the Trust and immediately of any material fact known to the Manager promptly if any statement regarding Adviser respecting or relating to the Sub-adviser Adviser that is not contained in the Trust's Registration Statement with respect to regarding the PortfolioFund, or any amendment or supplement thereto, but that is required to be disclosed thereon, and of any statement contained therein that becomes untrue or incomplete in any material respect. In performing its duties under this Agreement; and (vii) in providing investment advice to the Fund, the Sub-adviser shall manage and invest the Portfolio's assets in accordance with the Portfolio's investment objectives, policies and restrictions as well as applicable federal and state securities laws, based upon instructions as use no inside information that may be provided in its possession or in the possession of any of its affiliates, nor will the Adviser seek to the Sub-adviser by the Manager, the Portfolio's administrator, accountant, custodian or other agent designated by the Manager as responsible for testing compliance of the Portfolio (the "Compliance Agent"). The Sub-adviser further agrees to manage and invest the Portfolio's assets in accordance with instructions as may be provided to the Sub-adviser from time to time by the Manager or the Compliance Agent in an effort to ensure that the Portfolio meets and maintains, so long as required by the Code, the requirements for qualification as a regulated investment company under Subchapter M of the Code and regulations issued thereunder. In fulfilling its obligations under this Agreement, the Sub-adviser shall be entitled to reasonably rely on and act in accordance with instructions provided by the Manager or Compliance Agentobtain any such information.

Investment Advisory Duties. Subject to the supervision of the Board of Trustees of the Trust and the ManagerAdvisor, the Sub-adviser Advisor will, in coordination with the Manager, Advisor as described below: (a) provide a program of continuous investment management for the Portfolio in accordance with the Portfolio's investment objectives, policies and limitations as stated in the Portfolio's Prospectus and Statement of Additional Information included as part of the Trust's Registration Statement on behalf of the Portfolio filed with the Securities and Exchange Commission, as they may be amended from time to time, copies of which shall be provided to the Sub-adviser by the ManagerFund; (b) make investment decisions for the PortfolioFund; and (c) place orders to purchase and sell securities for the Portfolio. In particularFund in accordance with the Fund’s investment objectives, policies and limitations as stated in the Fund’s current Prospectus and Statement of Additional Information as provided to the Sub-adviser will Advisor by the Advisor, as they may be responsible for amended from time to time; provided, that the market timing of purchases and sales and for all yield enhancement strategies used in managing the Portfolio. In performing its investment management services to the Portfolio hereunder, Advisor shall provide the Sub-adviser will provide the Portfolio with ongoing Advisor reasonable advance notice of any change to such investment guidance objectives, policies and policy directionlimitations. The Sub-adviser will determine the securities, instruments, repurchase agreements, options and other investments and techniques that the Portfolio will purchase, sell, enter into or use, and will provide an ongoing evaluation of the Portfolio. The Sub-adviser will determine what portion of the Portfolio shall be invested in securities and other assets. The Sub-adviser Advisor further agrees that, in performing its duties hereunder, it will: (a) with regard to its activities under this Agreement, use reasonable efforts to comply in all material respects with the applicable provisions of the 1940 Act Act, the Advisers Act, and all applicable rules and regulations thereunder, the Advisers Act, applicable sections of the U.S. Internal Revenue Code of 1986, as amended (the "“Code"”), and all other applicable federal and state laws and regulations, and with any applicable procedures adopted by the Trustees, as they may be amended from time to time, provided that written copies of such procedures and amendments thereto are provided to the Sub-Advisor by the Advisor; (b) use reasonable efforts to manage the Portfolio Fund so that it will qualify, and continue to qualify (except where extraordinary circumstances dictate otherwise)qualify, as a regulated investment company under Subchapter M of the Code and regulations issued thereunder; provided, however, the Sub-Advisor shall not be responsible for the tax effect of any decisions made by or any actions taken by any person other than the Sub-Advisor; (c) place orders pursuant to its investment determinations for the Portfolio directly with the issuer, or with any broker or dealer the Sub-adviser may chooseFund, in accordance with applicable policies expressed in the Portfolio's Fund’s Prospectus and/or Statement of Additional Information or otherwise established through written guidelines established by the Fund and in accordance with applicable legal requirementsprovided to the Sub-Advisor by the Advisor, including without limitation, Section 4 hereof; (d) furnish to the Trust and the Advisor whatever statistical or other information the Trust or the Advisor may reasonably request in writing with respect to the Portfolio's Fund’s assets or contemplated investments. In addition, the Sub-adviser Advisor will keep the Trust Trust, the Advisor and the Trustees informed of developments that the Sub-Advisor reasonably believes will materially affecting affect the Portfolio Fund’s portfolio, and shall, on the Sub-adviser's Advisor’s own initiative, furnish to the Trust from time to time whatever information the Sub-adviser Advisor believes appropriate for this purpose; (e) make available to the Manager Fund’s administrator (the “Administrator”), the Advisor and the Trust, promptly upon their written request, such copies of its investment records and ledgers with respect to the Portfolio Fund as may reasonably be required to assist the Manager Advisor, the Administrator and the Trust in their compliance with applicable laws and regulations. The Sub-adviser Advisor will furnish the Trustees Trustees, the Administrator, the Advisor and the Trust with such periodic and special reports regarding the Portfolio Fund as they may reasonably request in writingrequest; (f) immediately meet periodically with the Advisor and the Trustees, in person or by teleconference, to explain its investment management activities, and any reports related to the Fund as may reasonably be requested by the Advisor and/or the Trust; (g) promptly notify the Manager Advisor, in writing, of a class action proceeding related to the Fund of which the Sub-Advisor is reasonably aware and in which the Advisor or the Fund may be entitled to participate as a result of the Fund’s securities holdings managed by the Sub-Advisor. The Sub-Advisor shall have no responsibility for filing claims on behalf of the Advisor or the Trust with respect to any such actions. The Sub-Advisor’s responsibility with respect to such matters shall be to comply with the foregoing notification obligations and to cooperate with the Advisor and the Trust in making such filings, which shall include providing any relevant information in its possession regarding the Fund’s securities holdings to the Advisor; (h) provide assistance to the Advisor, custodian or recordkeeping agent for the Fund in determining or confirming, consistent with the procedures and policies stated in the Fund’s valuation procedures and/or Registration Statement, the value of any portfolio securities or other assets of the Fund for which the Advisor, custodian or recordkeeping agent seeks assistance from the Sub-Advisor or identifies for review by the Sub-Advisor. This assistance includes (but is not limited to): (i) designating an employee of the Sub-Advisor for consultation when the Trustees convene; (ii) notifying the Advisor in the event the Sub-Advisor determines, with respect to a security that is held both by the Fund and by another account managed by the Sub-Advisor, to price the security pursuant to such other account’s policies and procedures for determining the fair value of a security; (iii) obtaining bids and offers or quotes from broker/dealers or market-makers with respect to securities held by the Fund, upon the request of the Advisor; (iv) verifying pricing and providing fair valuations or recommendations for fair valuation in accordance with the Fund’s valuation procedures, as they may be amended from time to time; and (v) maintaining adequate records and written backup information with respect to the securities valuation services provided hereunder, and providing such information to the Advisor upon request; (i) assist the Advisor, the Fund, and any of its or their trustees, directors, officers, and/or employees in complying with the provisions of the Xxxxxxxx-Xxxxx Act of 2002 to the extent such provisions relate to the services to be provided by, and obligations of, the Sub-Advisor hereunder. Specifically, and without limitation to the foregoing, the Sub-Advisor agrees to provide certifications to the principal executive and financial officers of the Fund that correspond to the drafting and/or filing of the Fund’s Form N-CSRs, N-Qs, N-SARs, shareholder reports, financial statements, and other disclosure documents or regulatory filings, in such form and content as the Advisor shall reasonably request or as in accordance with procedures adopted by the Trust; (j) assist the Fund, and accordingly, the Trust’s Chief Compliance Officer (“CCO”) in complying with Rule 38a-1 under the 1940 Act. Specifically, the Sub-Advisor represents and warrants that it shall maintain a compliance program in accordance with the requirements of Rule 206(4)-7 under the Advisers Act, and shall provide the CCO with reasonable access to information regarding the Sub-Advisor’s compliance program, which access shall include on-site visits with the Sub-Advisor as may be reasonably requested from time to time. In connection with the periodic review and annual report required to be prepared by the CCO pursuant to Rule 38a-1, the Sub-Advisor agrees to provide certifications as may be reasonably requested by the CCO related to the design and implementation of the Sub-Advisor’s compliance program; (k) provide assistance as may be reasonably requested by the Advisor in connection with compliance by the Fund with any current or future legal and regulatory requirements related to the services provided by the Sub-Advisor hereunder; (l) promptly notify the Advisor and the Trust to the extent required by applicable law in the event that the Sub-adviser Advisor or any of its affiliates: (1) becomes aware that it is subject to a statutory disqualification that prevents the Sub-adviser Advisor from serving as an investment adviser advisor pursuant to this Sub-advisory Agreement; or (2) becomes aware that it is the subject of an administrative proceeding or enforcement action by the SEC Securities and Exchange Commission (“SEC”) or other regulatory authority. The Sub-adviser Advisor further agrees to notify the Trust and the Manager Advisor promptly if of any statement regarding material fact known to the Sub-adviser contained in the Trust's Registration Statement with respect Advisor respecting or relating to the Portfolio, Sub-Advisor that would make any written information previously provided to the Advisor or the Trust materially inaccurate or incomplete or if any amendment or supplement thereto, such written information becomes untrue or incomplete in any material respect. In performing its duties under this Agreement, ; (m) promptly notify the Advisor and the Trust if the Sub-adviser Advisor suffers a material adverse change in its business that would materially impair its ability to perform its relevant duties for the Fund. For the purposes of this paragraph, a “material adverse change” shall manage include, but is not limited to, a material loss of assets or accounts under management or the departure of senior investment professionals to the extent such professionals are not replaced promptly with professionals of comparable experience and invest quality; (n) use no material non-public information that may be in its possession in making investment decisions for the Portfolio's assets Fund, nor seek to obtain any such information for such use; and (o) use its best judgment and efforts in accordance rendering the advice and services contemplated by this Agreement. (p) not consult with any other sub-advisor to the Fund or to any other series of the Trust, or with any sub-advisor to any other registered investment company or portfolio or series thereof under common control with the Portfolio's investment objectivesFund, policies and restrictions as well as applicable federal and state concerning transactions for the Fund in securities laws, based upon instructions as may be provided to the Sub-adviser by the Manager, the Portfolio's administrator, accountant, custodian or other agent designated by the Manager as responsible for testing compliance of the Portfolio (the "Compliance Agent"). The Sub-adviser further agrees to manage and invest the Portfolio's assets in accordance with instructions as may be provided to the Sub-adviser from time to time by the Manager or the Compliance Agent in an effort to ensure that the Portfolio meets and maintains, so long as required by the Code, the requirements for qualification as a regulated investment company under Subchapter M of the Code and regulations issued thereunder. In fulfilling its obligations under this Agreement, the Sub-adviser shall be entitled to reasonably rely on and act in accordance with instructions provided by the Manager or Compliance Agentassets.

Investment Advisory Duties. Subject to the supervision of the Board of Trustees Directors of the Trust Fund and the ManagerAdviser, the Sub-adviser Adviser will, in coordination with the Manager, Adviser as (a) provide a program of continuous investment management for the Portfolio in accordance with the Portfolio's investment objectives, policies and limitations as stated in the Portfolio's Prospectus and Statement of Additional Information included as part of the Trust's Registration Statement on behalf of the Portfolio filed with the Securities and Exchange Commission, as they may be amended from time to time, copies of which shall be provided to the Sub-adviser by the ManagerFund; (b) make investment decisions for the PortfolioFund; and (c) place orders to purchase and sell securities for the Portfolio. In particularFund in accordance with the Fund's investment objectives, policies and limitations as stated in the Fund's current Prospectus and Statement of Additional Information as provided to the Sub-adviser will Adviser by the Adviser, as they may be responsible for amended from time to time; provided, that the market timing of purchases and sales and for all yield enhancement strategies used in managing the Portfolio. In performing its investment management services to the Portfolio hereunder, Adviser shall provide the Sub-adviser will provide the Portfolio with ongoing Adviser reasonable advance notice of any change to such investment guidance objectives, policies and policy directionlimitations. The Sub-adviser will determine the securities, instruments, repurchase agreements, options and other investments and techniques that the Portfolio will purchase, sell, enter into or use, and will provide an ongoing evaluation of the Portfolio. The Sub-adviser will determine what portion of the Portfolio shall be invested in securities and other assets. The Sub-adviser Adviser further agrees that, in performing its duties hereunder, it will: (a) with regard to its activities under this Agreement, use reasonable efforts to comply in all material respects with the applicable provisions of the 1940 Act Act, the Advisers Act, and all applicable rules and regulations thereunder, the Advisers Act, applicable sections of the U.S. Internal Revenue Code of 1986, as amended (the "Code"), ) and all other applicable federal and state laws and regulations, and with any applicable procedures adopted by the TrusteesDirectors, as they may be amended from time to time, provided that written copies of such procedures and amendments thereto are provided to the Sub-Adviser by the Adviser; (b) use reasonable efforts to manage the Portfolio Fund so that it will qualify, and continue to qualify (except where extraordinary circumstances dictate otherwise)qualify, as a regulated investment company under Subchapter M of the Code and regulations issued thereunder; provided, however, the Sub-Adviser shall not be responsible for the tax effect of any decisions made by or any actions taken by any person other than the Sub-Adviser; (c) place orders pursuant to its investment determinations for the Portfolio directly with the issuer, or with any broker or dealer the Sub-adviser may chooseFund, in accordance with applicable policies expressed in the PortfolioFund's Prospectus and/or Statement of Additional Information or otherwise established through written guidelines established by the Fund and in accordance with applicable legal requirements; provided to the Sub-Adviser by the Adviser, including without limitation, Section 4 hereof (d) furnish to the Trust Company and the Adviser whatever statistical information the Trust Company or the Adviser may reasonably request in writing with respect to the PortfolioFund's assets or contemplated investments. In addition, the Sub-adviser Adviser will keep the Trust Company, the Adviser and the Trustees Directors informed of developments which the Sub-Adviser reasonably believes will materially affecting affect the Portfolio Fund's portfolio and shall, on the Sub-adviserAdviser's own initiative, furnish to the Trust Fund from time to time whatever information the Sub-adviser Adviser believes appropriate for this purpose; (e) make available to the Manager Fund's administrator, PFPC Inc. (the "Administrator"), the Adviser and the TrustCompany, promptly upon their written request, such copies of its investment records and ledgers with respect to the Portfolio Fund as may reasonably be required to assist the Manager Adviser, the Administrator and the Trust Company in their compliance with applicable laws and regulations. The Sub-adviser Adviser will furnish the Trustees Directors, the Administrator, the Adviser and the Company with such periodic and special reports regarding the Portfolio Funds as they may reasonably request in writingrequest; (f) meet periodically with the Adviser and the Directors, in person or by teleconference, to explain its investment management activities, and any reports related to the Fund as may reasonably be requested by the Adviser and/or the Company; (g) immediately notify the Manager Adviser and the Trust Fund to the extent required by applicable law in the event that the Sub-adviser Adviser or any of its affiliates: (1) becomes aware that it is subject to a statutory disqualification that prevents the Sub-adviser Adviser from serving as an investment adviser pursuant to this Sub-advisory Adviser Agreement; or (2) becomes aware that it is the subject of an administrative proceeding or enforcement action by the SEC Securities and Exchange Commission ("SEC") or other regulatory authority. The Sub-adviser Adviser further agrees to notify the Trust Fund and the Manager promptly if Adviser immediately of any statement regarding material fact known to the Sub-adviser contained in the Trust's Registration Statement with respect Adviser respecting or relating to the Portfolio, Sub-Adviser that would make any written information previously provided to the Adviser materially inaccurate or incomplete or if any amendment or supplement thereto, such written information becomes untrue or incomplete in any material respect. In performing its duties under this Agreement, ; (h) immediately notify the Adviser if the Sub-adviser Adviser suffers a material adverse change in its business that would materially impair its ability to perform its relevant duties for the Funds. For the purposes of this paragraph, a "material adverse change" shall manage include, but is not limited to, a material loss of assets or accounts under management or the departure of senior investment professionals to the extent such professionals are not replaced promptly with professionals of comparable experience and invest the Portfolio's assets in accordance with the Portfolio's investment objectives, policies and restrictions as well as applicable federal and state securities laws, based upon instructions as quality; (i) use no inside information that may be provided in its possession in making investment decisions for the Fund, nor seek to obtain any such information; and (j) use its best judgment and efforts in rendering the Sub-adviser advice and services contemplated by the Manager, the Portfolio's administrator, accountant, custodian or other agent designated by the Manager as responsible for testing compliance of the Portfolio (the "Compliance Agent"). The Sub-adviser further agrees to manage and invest the Portfolio's assets in accordance with instructions as may be provided to the Sub-adviser from time to time by the Manager or the Compliance Agent in an effort to ensure that the Portfolio meets and maintains, so long as required by the Code, the requirements for qualification as a regulated investment company under Subchapter M of the Code and regulations issued thereunder. In fulfilling its obligations under this Agreement, the Sub-adviser shall be entitled to reasonably rely on and act in accordance with instructions provided by the Manager or Compliance Agent.

Investment Advisory Duties. (a) Subject to the supervision of the Board of Trustees of the Trust and the ManagerAdviser, the Sub-adviser Subadviser will, in coordination with the Manager, Adviser: (ai) provide a program of continuous investment management for the Portfolio Fund in accordance with the PortfolioFund's investment objectivesobjective, policies and limitations as stated in the PortfolioFund's Prospectus and Statement of Additional Information included as part of the Trust's Registration Statement on behalf of the Portfolio filed with the Securities and Exchange Commission, Commission ("SEC") and as they the Prospectus and Statement of Additional Information may be amended from time to time, copies of which shall be provided to the Sub-adviser Subadviser by the ManagerAdviser; (bii) make investment decisions for the PortfolioFund; and (ciii) place orders to purchase and sell securities and other assets for the Portfolio. In particular, the Sub-adviser will be responsible for the market timing of purchases and sales and for all yield enhancement strategies used in managing the Portfolio. Fund. (b) In performing its investment management services to the Portfolio Fund hereunder, the Sub-adviser Subadviser will provide the Portfolio with ongoing investment guidance Fund, among other things, as received by the index compilation provider, analysis of statistical and policy directioneconomic data and information concerning index compilation, including portfolio composition. The Sub-adviser Subadviser will determine the securities, instruments, repurchase agreements, futures, options and other investments and techniques that the Portfolio Fund will purchase, sell, enter into or use, and will provide an ongoing evaluation of the PortfolioFund's portfolio. The Sub-adviser Subadviser will determine advise as to what portion of the Portfolio Fund's portfolio shall be invested in securities and other assets. , and what portion if any, should be held uninvested. (c) The Sub-adviser Subadviser's duties shall not include and the Subadviser shall have no responsibility for tax reporting or securities lending. (d) The Subadviser further agrees that, in performing its duties hereunder, it will: (ai) comply with the 1940 Act and all rules and regulations thereunder, the Advisers Act, applicable sections of the Internal Revenue Code of 1986, as amended (the "Code"), ) and all other applicable federal and state laws and regulations, and with any applicable procedures adopted by the Trustees; (bii) manage the Portfolio Fund so that it will qualify, and continue to qualify (except where extraordinary circumstances dictate otherwise)qualify, as a regulated investment company under Subchapter M of the Code and regulations issued thereunder; (ciii) place orders pursuant to its investment determinations for the Portfolio Fund directly with the issuer, or with any broker or dealer the Sub-adviser may choosedealer, in accordance with applicable policies expressed in the PortfolioFund's Prospectus and/or Statement of Additional Information and in accordance with applicable legal requirements; (div) furnish to the Trust whatever statistical information the Trust may reasonably request in writing with respect to the PortfolioFund's assets or contemplated investments. In addition, the Sub-adviser Subadviser will keep the Trust Trust, the Trustees and the Trustees Adviser informed of developments materially affecting the Portfolio Fund's portfolio and shall, when requested meet quarterly with the Trustees to explain its activities. Further, on the Sub-adviserSubadviser's own initiative, furnish to the Trust from time to time whatever information the Sub-adviser Subadviser believes appropriate for this purpose; (ev) make available to the Manager Trust's administrator (the "Administrator"), the Adviser and the Trust, promptly upon their written request, such copies of its investment records and ledgers with respect to the Portfolio Fund as may be required to assist the Manager Administrator, the Adviser and the Trust in their compliance with applicable laws and regulations. The Sub-adviser Subadviser will furnish the Trustees with such periodic and special reports regarding the Portfolio Fund and any subadviser as they may reasonably request in writingrequest; (fvi) immediately notify the Manager and the Trust in the event that the Sub-adviser Subadviser or any of its affiliates: (1) becomes aware that it is subject to a statutory disqualification that prevents the Sub-adviser Subadviser from serving as an investment adviser pursuant to this Sub-advisory Subadvisory Agreement; or (2) becomes aware that it is the subject of an administrative proceeding or enforcement action by the SEC or other regulatory authority. The Sub-adviser Subadviser further agrees to notify the Trust and immediately of any material fact known to the Manager promptly if any statement regarding Subadviser respecting or relating to the Sub-adviser Subadviser that is not contained in the Trust's Registration Statement with respect to regarding the PortfolioFund, or any amendment or supplement thereto, but that is required to be disclosed thereon, and of any statement contained therein that becomes untrue or incomplete in any material respect. In performing its duties under this Agreement; and (vii) in providing investment advice to the Fund, the Sub-adviser shall manage and invest the Portfolio's assets in accordance with the Portfolio's investment objectives, policies and restrictions as well as applicable federal and state securities laws, based upon instructions as use no inside information that may be provided in its possession or in the possession of any of its affiliates, nor will the Subadviser seek to the Sub-adviser by the Manager, the Portfolio's administrator, accountant, custodian or other agent designated by the Manager as responsible for testing compliance of the Portfolio (the "Compliance Agent"). The Sub-adviser further agrees to manage and invest the Portfolio's assets in accordance with instructions as may be provided to the Sub-adviser from time to time by the Manager or the Compliance Agent in an effort to ensure that the Portfolio meets and maintains, so long as required by the Code, the requirements for qualification as a regulated investment company under Subchapter M of the Code and regulations issued thereunder. In fulfilling its obligations under this Agreement, the Sub-adviser shall be entitled to reasonably rely on and act in accordance with instructions provided by the Manager or Compliance Agentobtain any such information.

Investment Advisory Duties. Subject to the supervision of the Board of Trustees of the Trust and the ManagerTrust, the Sub-adviser will, in coordination with the Manager, Adviser will (a) provide a program of continuous investment management for the Portfolio Fund in accordance with the Portfolio's Fund’s investment objectives, policies and limitations as stated in the Portfolio's Prospectus Fund’s prospectus and Statement of Additional Information included as part of the Trust's ’s Registration Statement on behalf of the Portfolio filed with the Securities and Exchange Commission, as they may be amended from time to time, copies of which shall be provided to the Sub-adviser Adviser by the Manager; Trust: (b) make investment decisions for the Portfolio; Fund: and (c) place orders to purchase and sell securities for the Portfolio. In particular, the Sub-adviser will be responsible for the market timing of purchases and sales and for all yield enhancement strategies used in managing the PortfolioFund. In performing its investment management services to the Portfolio Fund hereunder, the Sub-adviser Adviser will provide the Portfolio Fund with ongoing investment guidance and policy direction, including oral and written research, analysis, advice, statistical and economic data and judgments regarding individual investments, general economic conditions and trends and long-range investment policy. The Sub-adviser Adviser will determine the securities, instruments, repurchase agreements, options and other investments and techniques that the Portfolio Fund will purchase, sell, enter into or use, and will provide an ongoing evaluation of the PortfolioFund’s portfolio. The Sub-adviser Adviser will determine what portion of the Portfolio Fund’s portfolio shall be invested in securities and other assets, and what portion, if any, should be held uninvested. The Sub-adviser Adviser further agrees that, in performing its duties hereunder, it will: (a) comply with the 1940 Act and all rules and regulations thereunder, the Advisers Act, applicable sections of the Internal Revenue Code of 1986, as amended (the "“Code"), ”) and all other applicable federal and state laws and regulations, and with any applicable procedures adopted by the Trustees; (b) use reasonable efforts to manage the Portfolio Fund so that it will qualify, and continue to qualify (except where extraordinary circumstances dictate otherwise)qualify, as a regulated investment company under Subchapter M of the Code and regulations issued thereunder; (c) place orders pursuant to its investment determinations for the Portfolio Fund directly with the issuer, or with any broker or dealer the Sub-adviser may choosedealer, in accordance with applicable policies expressed in the Portfolio's Prospectus Fund’s prospectus and/or Statement of Additional Information and in accordance with applicable legal requirements; (d) furnish to the Trust whatever statistical information the Trust may reasonably request in writing with respect to the Portfolio's Fund’s assets or contemplated investments. In addition, the Sub-adviser Adviser will keep the Trust and the Trustees informed of developments materially affecting the Portfolio Fund’s portfolio and shall, on the Sub-adviser's Adviser’s own initiative, furnish to the Trust from time to time whatever information the Sub-adviser Adviser believes appropriate for this purpose; (e) make available to the Manager and the Trust, promptly upon their written its request, such copies of its investment records and ledgers with respect to the Portfolio Fund as may be required to assist the Manager and the Trust in their its compliance with applicable laws and regulations. The Sub-adviser Adviser will furnish the Trustees with such periodic and special reports regarding the Portfolio Fund as they may reasonably request in writingrequest; (f) immediately notify the Manager and the Trust in the event that the Sub-adviser Adviser or any of its affiliates: (1) becomes aware that it is subject to a statutory disqualification that prevents the Sub-adviser Adviser from serving as an investment adviser pursuant to this Sub-advisory Agreement; or (2) becomes aware that it is the subject of an administrative proceeding or enforcement action by the SEC Securities and Exchange Commission (“SEC”) or other regulatory authority. The Sub-adviser Adviser further agrees to notify the Trust and immediately of any material fact known to the Manager promptly if any statement regarding Adviser respecting or relating to the Sub-adviser Adviser that is not contained in the Trust's ’s Registration Statement with respect to regarding the PortfolioFund, or any amendment or supplement thereto, but that is required to be disclosed thereon, and of any statement contained therein that becomes untrue or incomplete in any material respect. In performing its duties under this Agreement; (g) in making investment decisions for the Fund, the Sub-adviser shall manage and invest the Portfolio's assets in accordance with the Portfolio's investment objectives, policies and restrictions as well as applicable federal and state securities laws, based upon instructions as use no inside information that may be provided in its possession or in the possession of any of its affiliates, nor will the Adviser seek to the Sub-adviser by the Manager, the Portfolio's administrator, accountant, custodian or other agent designated by the Manager as responsible for testing compliance of the Portfolio (the "Compliance Agent"). The Sub-adviser further agrees to manage and invest the Portfolio's assets in accordance with instructions as may be provided to the Sub-adviser from time to time by the Manager or the Compliance Agent in an effort to ensure that the Portfolio meets and maintains, so long as required by the Code, the requirements for qualification as a regulated investment company under Subchapter M of the Code and regulations issued thereunder. In fulfilling its obligations under this Agreement, the Sub-adviser shall be entitled to reasonably rely on and act in accordance with instructions provided by the Manager or Compliance Agentobtain any such information.

Investment Advisory Duties. Subject to the supervision of the Board of Trustees of the Trust and the ManagerAdviser, the Sub-adviser Adviser will, in coordination with the ManagerAdviser, (a) provide a program of continuous investment management for the Portfolio Fund in accordance with the Portfolio's Fund’s investment objectives, policies and limitations as stated in the Portfolio's Prospectus Fund’s prospectus and Statement of Additional Information included as part of the Trust's Fund’s Registration Statement on behalf of the Portfolio filed with the Securities and Exchange Commission, as they may be amended from time to time, copies of which shall be provided to the Sub-adviser Adviser by the ManagerAdviser; (b) make investment decisions for the PortfolioFund; and (c) place orders to purchase and sell securities for the Portfolio. In particular, the Sub-adviser will be responsible for the market timing of purchases and sales and for all yield enhancement strategies used in managing the PortfolioFund. In performing its investment management services to the Portfolio Fund hereunder, the Sub-adviser Adviser will provide the Portfolio Fund with ongoing investment guidance and policy direction, including oral and written research, analysis, advice, statistical and economic data and judgments regarding individual investments, general economic conditions and trends and long-range investment policy. The Sub-adviser will determine the securities, instruments, repurchase agreements, options and other investments and techniques that the Portfolio will purchase, sell, enter into or use, and will provide an ongoing evaluation of the Portfolio. The Sub-adviser will determine what portion of the Portfolio shall be invested in securities and other assets. The Sub-adviser Adviser further agrees that, in performing its duties hereunder, it will: (a) comply with the 1940 Act and all rules and regulations thereunder, the Advisers Act, applicable sections of the Internal Revenue Code of 1986, as amended (the "“Code"), ”) and all other applicable federal and state laws and regulations, and with any applicable procedures adopted by the Trustees; (b) use reasonable efforts to manage the Portfolio Fund so that it will qualify, and continue to qualify (except where extraordinary circumstances dictate otherwise)qualify, as a regulated investment company under Subchapter M of the Code and regulations issued thereunder; (c) place orders pursuant to its investment determinations for the Portfolio directly with the issuer, or with any broker or dealer the Sub-adviser may choose, Fund in accordance with applicable policies expressed in the Portfolio's Prospectus Fund’s prospectus and/or Statement of Additional Information and in accordance with applicable legal requirements; (d) furnish to the Trust Trust, the Adviser and/or the Fund’s administrator (the “Administrator”) whatever statistical information the Trust Trust, the Adviser or the Administrator may reasonably request in writing with respect to the Portfolio's Fund’s assets or contemplated investments. In addition, the Sub-adviser Adviser will keep the Trust Trust, the Adviser, the Administrator and the Trustees informed of developments materially affecting the Portfolio Fund’s portfolio and shall, on the Sub-adviser's Adviser’s own initiative, furnish to the Trust Fund from time to time whatever information the Sub-adviser Adviser believes appropriate for this purpose; (e) make available to the Manager Administrator, the Adviser, and the Trust, promptly upon their written request, such copies of its investment records and ledgers with respect to the Portfolio Fund as may be required to assist the Manager Adviser, the Administrator, and the Trust in their compliance with applicable laws and regulations. The Sub-adviser Adviser will furnish the Trustees Trustees, the Administrator, the Adviser, and the Trust with such periodic and special reports regarding the Portfolio Fund as they may reasonably request in writingrequest; (f) meet quarterly either in person or by conference call with the Adviser and the Trust’s Board of Trustees to explain its investment management activities, and any reports related to the Fund as may reasonably be requested by the Adviser and/or the Trust; (g) immediately notify the Manager Adviser and the Trust Fund in the event that the Sub-adviser Adviser or any of its affiliates: (1) becomes aware that it is subject to a statutory disqualification that prevents the Sub-adviser Adviser from serving as an investment adviser pursuant to this Sub-advisory Advisory Agreement; or (2) becomes aware that it is the subject of an administrative proceeding or enforcement action by the SEC Securities and Exchange Commission (“SEC”) or other regulatory authority. The Sub-adviser Adviser further agrees to notify the Trust Fund and the Manager promptly if Adviser immediately of any statement regarding material fact known to the Sub-adviser Adviser respecting or relating to the Sub-Adviser that is not contained in the Trust's Fund’s Registration Statement with respect to the PortfolioStatement, or any amendment or supplement thereto, but that is required to be disclosed therein, and of any statement contained therein that becomes untrue or incomplete in any material respect. In performing its duties under this Agreement, the Sub-adviser shall manage and invest the Portfolio's assets in accordance with the Portfolio's investment objectives, policies and restrictions as well as applicable federal and state securities laws, based upon instructions as may be provided to the Sub-adviser by the Manager, the Portfolio's administrator, accountant, custodian or other agent designated by the Manager as responsible for testing compliance of the Portfolio (the "Compliance Agent"). The Sub-adviser further agrees to manage and invest the Portfolio's assets in accordance with instructions as may be provided to the Sub-adviser from time to time by the Manager or the Compliance Agent in an effort to ensure that the Portfolio meets and maintains, so long as required by the Code, the requirements for qualification as a regulated investment company under Subchapter M of the Code and regulations issued thereunder. In fulfilling its obligations under this Agreement, the Sub-adviser shall be entitled to reasonably rely on and act in accordance with instructions provided by the Manager or Compliance Agent.

Investment Advisory Duties. Subject to the supervision of the Board of Trustees Directors of the Trust Fund and the ManagerAdviser, the Sub-adviser Adviser will, in coordination with the ManagerAdviser, (a) provide a program of continuous investment management for the Portfolio Fund in accordance with the PortfolioFund's investment objectives, policies and limitations as stated in the PortfolioFund's Prospectus and Statement of Additional Information included as part of the TrustFund's Registration Statement on behalf of the Portfolio filed with the Securities and Exchange Commission, as they may be amended from time to time, copies of which shall be provided to the Sub-adviser Adviser by the ManagerAdviser; (b) make investment decisions for the PortfolioFund; and (c) place orders to purchase and sell securities for the Portfolio. In particular, the Sub-adviser will be responsible for the market timing of purchases and sales and for all yield enhancement strategies used in managing the PortfolioFund. In performing its investment management services to the Portfolio hereunderFund under the terms of this Agreement, the Sub-adviser Adviser will provide the Portfolio Fund with ongoing investment guidance and policy direction. The Sub-adviser will determine Adviser's duties shall not include and the securitiesSub-Adviser shall have no responsibility for the following: tax reporting; securities lending and cash collateral; allocation, instrumentsdiversification, repurchase agreementsmanagement and investment of the overall assets of the Fund; management and investment of the liquidity account; and management, options and other investments and techniques that the Portfolio will purchase, sell, enter into or useinvestment, and will provide an ongoing evaluation compliance with respect to any assets of the Portfoliofund not allocated by the Board of Directors to the Sub-Adviser. The Sub-adviser will determine what portion of the Portfolio shall be invested in securities and other assets. The Sub-adviser Adviser further agrees that, in performing its duties hereunder, it will: (a) comply with the 1940 Act and all rules and regulations thereunder, the Advisers Act, applicable sections of the U.S. Internal Revenue Code of 1986, as amended (the "Code"), ) and all other applicable federal and state laws and regulations, and with any applicable procedures adopted by the TrusteesDirectors, as they may be amended from time to time, copies of which shall be provided to the Sub-Adviser by the Adviser; (b) use reasonable efforts to manage the Portfolio Fund so that it will qualify, and continue to qualify (except where extraordinary circumstances dictate otherwise)qualify, as a regulated investment company under Subchapter M of the Code and regulations issued thereunder; provided, however, the Sub-Adviser shall not be responsible for the tax effect or decisions made by any other person; (c) place orders pursuant to its investment determinations for the Portfolio directly with the issuer, or with any broker or dealer the Sub-adviser may chooseFund, in accordance with applicable policies expressed in the PortfolioFund's Prospectus and/or Statement of Additional Information established through written guidelines determined by the Fund and provided to the Sub-Adviser, and in accordance with applicable legal requirements; (d) furnish to the Trust Company, the Adviser whatever statistical information the Trust Company or the Adviser may reasonably request in writing with respect to the PortfolioFund's assets or contemplated investments. In addition, the Sub-adviser Adviser will keep the Trust Company, the Adviser and the Trustees Directors informed of developments materially affecting the Portfolio Fund's portfolio and shall, on the Sub-adviserAdviser's own initiative, furnish to the Trust Fund from time to time whatever information the Sub-adviser Adviser believes appropriate for this purpose; (e) make available to the Manager Fund's administrator, PFPC Inc. (the "Administrator"), the Adviser and the TrustCompany, promptly upon their written request, such copies of its investment records and ledgers with respect to the Portfolio Fund as may be required to assist the Manager Adviser, the Administrator and the Trust Company in their compliance with applicable laws and regulations. The Sub-adviser Adviser will furnish the Trustees Directors, the Administrator, the Adviser and the Company with such periodic and special reports regarding the Portfolio Fund as they may reasonably request in writingrequest; (f) meet quarterly with the Adviser and the Company's Board of Directors to explain its investment management activities, and any reports related to the Fund as may reasonably be requested by the Adviser and/or the Company; (g) immediately notify the Manager Adviser and the Trust Fund in the event that the Sub-adviser Adviser or any of its affiliates: (1) becomes aware that it is subject to a statutory disqualification that prevents the Sub-adviser Adviser from serving as an investment adviser pursuant to this Sub-advisory Advisory Agreement; or (2) becomes aware that it is the subject of an administrative proceeding or enforcement action by the SEC Securities and Exchange Commission ("SEC") or other regulatory authority. The Sub-adviser Adviser further agrees to notify the Trust Fund and the Manager promptly if Adviser immediately of any statement regarding material fact known to the Sub-adviser Adviser respecting or relating to the Sub-Adviser that is not contained in the TrustFund's Registration Statement with respect to the PortfolioStatement, or any amendment or supplement thereto, but that is required to be disclosed therein, and of any statement contained therein that becomes untrue or incomplete in any material respect. In performing ; and (h) in making investment decisions for the Fund, use no inside information that may be in its duties under this Agreementpossession or in the possession of any of its affiliates, nor will the Sub-adviser shall manage and invest the Portfolio's assets in accordance with the Portfolio's investment objectives, policies and restrictions as well as applicable federal and state securities laws, based upon instructions as may be provided Adviser seek to the Sub-adviser by the Manager, the Portfolio's administrator, accountant, custodian or other agent designated by the Manager as responsible for testing compliance of the Portfolio (the "Compliance Agent"). The Sub-adviser further agrees to manage and invest the Portfolio's assets in accordance with instructions as may be provided to the Sub-adviser from time to time by the Manager or the Compliance Agent in an effort to ensure that the Portfolio meets and maintains, so long as required by the Code, the requirements for qualification as a regulated investment company under Subchapter M of the Code and regulations issued thereunder. In fulfilling its obligations under this Agreement, the Sub-adviser shall be entitled to reasonably rely on and act in accordance with instructions provided by the Manager or Compliance Agentobtain any such information.

Investment Advisory Duties. Subject to the supervision of the Board of Trustees of the Trust and the ManagerAdvisor, the Sub-adviser Advisor will, in coordination with the Manager, Advisor as described below: (a) provide a program of continuous investment management for the Portfolio in accordance with the Portfolio's investment objectives, policies and limitations as stated in the Portfolio's Prospectus and Statement of Additional Information included as part of the Trust's Registration Statement on behalf of the Portfolio filed with the Securities and Exchange Commission, as they may be amended from time to time, copies of which shall be provided to the Sub-adviser by the ManagerFund; (b) make investment decisions for the PortfolioFund; and (c) place orders to purchase and sell securities for the Portfolio. In particularFund in accordance with the Fund’s investment objectives, policies and limitations as stated in the Fund’s current Prospectus and Statement of Additional Information as provided to the Sub-adviser will Advisor by the Advisor, as they may be responsible for amended from time to time; provided, that the market timing of purchases and sales and for all yield enhancement strategies used in managing the Portfolio. In performing its investment management services to the Portfolio hereunder, Advisor shall provide the Sub-adviser will provide the Portfolio with ongoing Advisor reasonable advance notice of any change to such investment guidance objectives, policies and policy directionlimitations. The Sub-adviser will determine the securities, instruments, repurchase agreements, options and other investments and techniques that the Portfolio will purchase, sell, enter into or use, and will provide an ongoing evaluation of the Portfolio. The Sub-adviser will determine what portion of the Portfolio shall be invested in securities and other assets. The Sub-adviser Advisor further agrees that, in performing its duties hereunder, it will: (a) with regard to its activities under this Agreement, use reasonable efforts to comply in all material respects with the applicable provisions of the 1940 Act Act, the Advisers Act, and all applicable rules and regulations thereunder, the Advisers Act, applicable sections of the U.S. Internal Revenue Code of 1986, as amended (the "“Code"”), and all other applicable federal and state laws and regulations, and with any applicable procedures adopted by the Trustees, as they may be amended from time to time, provided that written copies of such procedures and amendments thereto are provided to the Sub-Advisor by the Advisor; (b) use reasonable efforts to manage the Portfolio Fund so that it will qualify, and continue to qualify (except where extraordinary circumstances dictate otherwise)qualify, as a regulated investment company under Subchapter M of the Code and regulations issued thereunder; provided, however, the Sub-Advisor shall not be responsible for the tax effect of any decisions made by or any actions taken by any person other than the Sub-Advisor; (c) place orders pursuant to its investment determinations for the Portfolio directly with the issuer, or with any broker or dealer the Sub-adviser may chooseFund, in accordance with applicable policies expressed in the Portfolio's Fund’s Prospectus and/or Statement of Additional Information or otherwise established through written guidelines established by the Fund and in accordance with applicable legal requirementsprovided to the Sub-Advisor by the Advisor, including without limitation, Section 4 hereof; (d) furnish to the Trust and the Advisor whatever statistical information the Trust or the Advisor may reasonably request in writing with respect to the Portfolio's Fund’s assets or contemplated investments. In addition, the Sub-adviser Advisor will keep the Trust Trust, the Advisor and the Trustees informed of developments that the Sub-Advisor reasonably believes will materially affecting affect the Portfolio Fund’s portfolio, and shall, on the Sub-adviser's Advisor’s own initiative, furnish to the Trust from time to time whatever information the Sub-adviser Advisor believes appropriate for this purpose; (e) make available to the Manager Fund’s administrator (the “Administrator”), the Advisor and the Trust, promptly upon their written request, such copies of its investment records and ledgers with respect to the Portfolio Fund as may reasonably be required to assist the Manager Advisor, the Administrator and the Trust in their compliance with applicable laws and regulations. The Sub-adviser Advisor will furnish the Trustees Trustees, the Administrator, the Advisor and the Trust with such periodic and special reports regarding the Portfolio Fund as they may reasonably request in writingrequest; (f) immediately meet periodically with the Advisor and the Trustees, in person or by teleconference, to explain its investment management activities, and any reports related to the Fund as may reasonably be requested by the Advisor and/or the Trust; (g) promptly notify the Manager Advisor, in writing, of the receipt of any notice of a class action proceeding related to the Fund or any other action or proceeding in which the Advisor or the Fund may be entitled to participate as a result of the Fund’s securities holdings. The Sub-Advisor shall have no responsibility for filing claims on behalf of the Advisor or the Trust with respect to any such actions. The Sub-Advisor’s responsibility with respect to such matters shall be to comply with the foregoing notification obligations and to cooperate with the Advisor and the Trust in making such filings, which shall include providing any relevant information regarding the Fund’s securities holdings to the Advisor; (h) provide reasonable assistance to the Advisor, custodian or recordkeeping agent for the Fund in determining or confirming, consistent with the procedures and policies stated in the Fund’s valuation procedures and/or Registration Statement, the value of any portfolio securities or other assets of the Fund for which the Advisor, custodian or recordkeeping agent seeks assistance from the Sub-Advisor or identifies for review by the Sub-Advisor; (i) assist the Advisor, the Fund, and any of its or their trustees, directors, officers, and/or employees in complying with the provisions of the Xxxxxxxx-Xxxxx Act of 2002 to the extent such provisions relate to the services to be provided by, and obligations of, the Sub-Advisor hereunder. Specifically, and without limitation to the foregoing, the Sub-Advisor agrees to provide certifications to the principal executive and financial officers of the Fund that correspond to the drafting and/or filing of the Fund’s Form N-CSRs. N-Qs, N-SARs, shareholder reports, financial statements, and other disclosure documents or regulatory filings, in such form and content as the Advisor shall reasonably request or as in accordance with procedures adopted by the Trust; (j) assist the Fund, and accordingly, the Trust’s Chief Compliance Officer (“CCO”) in complying with Rule 38a-1 under the 1940 Act. Specifically, the Sub-Advisor represents and warrants that it shall maintain a compliance program in accordance with the requirements of Rule 206(4)-7 under the Advisers Act, and shall provide the CCO with reasonable access to information regarding the Sub-Advisor’s compliance program, which access shall include on-site visits with the Sub-Advisor as may be reasonably requested from time to time. In connection with the periodic review and annual report required to be prepared by the CCO pursuant to Rule 38a-1, the Sub-Advisor agrees to provide certifications as may be reasonably requested by the CCO related to the design and implementation of the Sub-Advisor’s compliance program; (k) provide assistance as may be reasonably requested by the Advisor in connection with compliance by the Fund with any current or future legal and regulatory requirements related to the services provided by the Sub-Advisor hereunder; (l) promptly notify the Advisor and the Trust to the extent required by applicable law in the event that the Sub-adviser Advisor or any of its affiliates: (1) becomes aware that it is subject to a statutory disqualification that prevents the Sub-adviser Advisor from serving as an investment adviser advisor pursuant to this Sub-advisory Agreement; or (2) becomes aware that it is the subject of an administrative proceeding or enforcement action by the SEC Securities and Exchange Commission (“SEC”) or other regulatory authority. The Sub-adviser Advisor further agrees to notify the Trust and the Manager promptly if Advisor immediately of any statement regarding material fact known to the Sub-adviser contained in the Trust's Registration Statement with respect Advisor respecting or relating to the Portfolio, Sub-Advisor that would make any written information previously provided to the Advisor or the Trust materially inaccurate or incomplete or if any amendment or supplement thereto, such written information becomes untrue or incomplete in any material respect. In performing its duties under this Agreement, ; (m) immediately notify the Advisor and the Trust if the Sub-adviser Advisor suffers a material adverse change in its business that would materially impair its ability to perform its relevant duties for the Fund. For the purposes of this paragraph, a “material adverse change” shall manage include, but is not limited to, a material loss of assets or accounts under management or the departure of senior investment professionals to the extent such professionals are not replaced promptly with professionals of comparable experience and invest quality solely as it relates to the Portfolio's assets in accordance with the Portfolio's specific investment objectives, policies and restrictions as well as applicable federal and state securities laws, based upon instructions as strategy covered by this Agreement,; (n) use no inside information that may be provided in its possession in making investment decisions for the Fund, nor seek to obtain any such information; and (o) use its best judgment and efforts in rendering the Sub-adviser advice and services contemplated by the Manager, the Portfolio's administrator, accountant, custodian or other agent designated by the Manager as responsible for testing compliance of the Portfolio (the "Compliance Agent"). The Sub-adviser further agrees to manage and invest the Portfolio's assets in accordance with instructions as may be provided to the Sub-adviser from time to time by the Manager or the Compliance Agent in an effort to ensure that the Portfolio meets and maintains, so long as required by the Code, the requirements for qualification as a regulated investment company under Subchapter M of the Code and regulations issued thereunder. In fulfilling its obligations under this Agreement, the Sub-adviser shall be entitled to reasonably rely on and act in accordance with instructions provided by the Manager or Compliance Agent.

Investment Advisory Duties. Subject to the supervision of the Board of Trustees Directors of the Trust Fund and the ManagerInvestment Advisor, the Sub-adviser Subadviser will, in coordination with the ManagerInvestment Advisor, (a) provide a program of continuous investment management for the Portfolio Fund in accordance with the PortfolioFund's investment objectives, policies and limitations as stated in the PortfolioFund's Prospectus prospectus and Statement of Additional Information included as part of the TrustFund's Registration Statement on behalf of the Portfolio filed with the Securities and Exchange CommissionCommission ("SEC"), as they may be amended from time to time, copies of which shall be provided to the Sub-adviser Subadviser by the ManagerInvestment Advisor; (b) make investment decisions for the PortfolioFund; and (c) place orders to purchase and sell securities for the Portfolio. In particular, the Sub-adviser will be responsible for the market timing of purchases and sales and for all yield enhancement strategies used in managing the PortfolioFund. In performing its investment management services to the Portfolio Fund hereunder, the Sub-adviser Subadviser will provide the Portfolio Fund with ongoing investment guidance and policy direction, including oral and written research, analysis, advice, statistical and economic data and judgments regarding individual investments, general economic conditions and trends and long-range investment policy. The Sub-adviser will determine the securities, instruments, repurchase agreements, options and other investments and techniques that the Portfolio will purchase, sell, enter into or use, and will provide an ongoing evaluation of the Portfolio. The Sub-adviser will determine what portion of the Portfolio shall be invested in securities and other assets. The Sub-adviser Subadviser further agrees that, in performing its duties hereunder, it will: (a) comply with the 1940 Act and all rules and regulations thereunder, the Advisers Act, applicable sections of the Internal Revenue Code of 1986, as amended (the "Code"), ) and all other applicable federal and state laws and regulations, and with any applicable procedures adopted by the TrusteesDirectors; (b) use reasonable efforts to manage the Portfolio Fund so that it will qualify, and continue to qualify (except where extraordinary circumstances dictate otherwise)qualify, as a regulated investment company under Subchapter M of the Code and regulations issued thereunder; (c) place orders pursuant to its investment determinations for the Portfolio directly with the issuer, or with any broker or dealer the Sub-adviser may choose, Fund in accordance with applicable policies expressed in the PortfolioFund's Prospectus prospectus and/or Statement of Additional Information and in accordance with applicable legal requirements; (d) furnish to the Trust Company, the Investment Advisor and/or PFPC, Inc. (the "Administrator") whatever statistical information the Trust Company, the Investment Advisor or the Administrator may reasonably request in writing with respect to the PortfolioFund's assets or contemplated investments. In addition, the Sub-adviser Subadviser will keep the Trust Company, the Investment Advisor, the Administrator and the Trustees Directors informed of developments materially affecting the Portfolio Fund's portfolio and shall, on the Sub-adviserSubadviser's own initiative, furnish to the Trust Fund from time to time whatever information the Sub-adviser Subadviser believes appropriate for this purpose; (e) make available to the Manager Administrator, the Investment Advisor, and the TrustCompany, promptly upon their written request, such copies of its investment records and ledgers with respect to the Portfolio Fund as may be required to assist the Manager Investment Advisor, the Administrator, and the Trust Company in their compliance with applicable laws and regulations. The Sub-adviser Subadviser will furnish the Trustees Directors, the Administrator, the Investment Advisor, and the Company with such periodic and special reports regarding the Portfolio Fund as they may reasonably request in writingrequest; (f) meet quarterly either in person or by conference call with the Investment Advisor and the Company's Board of Directors to explain its investment management activities, and any reports related to the Fund as may reasonably be requested by the Investment Advisor and/or the Company; (g) immediately notify the Manager Investment Advisor and the Trust Fund in the event that the Sub-adviser Subadviser or any of its affiliates: (1) becomes aware that it is subject to a statutory disqualification that prevents the Sub-adviser Subadviser from serving as an investment adviser pursuant to this Sub-advisory Subadvisory Agreement; or (2) becomes aware that it is the subject of an administrative proceeding or enforcement action by the SEC or other regulatory authority. The Sub-adviser Subadviser further agrees to notify the Trust Fund and the Manager promptly if Investment Advisor immediately of any statement regarding material fact known to the Sub-adviser Subadviser respecting or relating to the Subadviser that is not contained in the TrustFund's Registration Statement with respect to the PortfolioStatement, or any amendment or supplement thereto, but that is required to be disclosed therein, and of any statement contained therein that becomes untrue or incomplete in any material respect. In performing its duties under this Agreement, the Sub-adviser shall manage and invest the Portfolio's assets in accordance with the Portfolio's investment objectives, policies and restrictions as well as applicable federal and state securities laws, based upon instructions as may be provided to the Sub-adviser by the Manager, the Portfolio's administrator, accountant, custodian or other agent designated by the Manager as responsible for testing compliance of the Portfolio (the "Compliance Agent"). The Sub-adviser further agrees to manage and invest the Portfolio's assets in accordance with instructions as may be provided to the Sub-adviser from time to time by the Manager or the Compliance Agent in an effort to ensure that the Portfolio meets and maintains, so long as required by the Code, the requirements for qualification as a regulated investment company under Subchapter M of the Code and regulations issued thereunder. In fulfilling its obligations under this Agreement, the Sub-adviser shall be entitled to reasonably rely on and act in accordance with instructions provided by the Manager or Compliance Agent.

Investment Advisory Duties. Subject to the supervision of the Board of Trustees of the Trust and the ManagerFund, the Sub-adviser will, in coordination with the Manager, Adviser will (a) provide a program of continuous investment management for the each Portfolio in accordance with the that Portfolio's investment objectives, policies and limitations as stated in the PortfolioFund's Prospectus and Statement of Additional Information included as part of the TrustFund's Registration Statement on behalf of the Portfolio filed with the Securities and Exchange Commission, as they may be amended from time to time, copies of which shall be provided to the Sub-adviser Adviser by the ManagerFund; (b) make investment decisions for the PortfolioFund; and (c) place orders to purchase and sell securities for the Portfolio. In particular, the Sub-adviser will be responsible for the market timing of purchases and sales and for all yield enhancement strategies used in managing the PortfolioFund. In performing its investment management services to the Portfolio Fund hereunder, the Sub-adviser Adviser will provide the Portfolio Fund with ongoing investment guidance and policy direction, including oral and written research, analysis, advice, statistical and economic data and judgments regarding individual investments, general economic conditions and trends and long-range investment policy. The Sub-adviser Adviser will determine the securities, instruments, repurchase agreements, options and other investments and techniques that the each Portfolio will purchase, sell, enter into or use, and will provide an ongoing evaluation of the portfolio assets and liabilities of each Portfolio. The Sub-adviser Adviser will determine what portion of the portfolio of each Portfolio shall be invested in securities and other assets, and what portion if any, should be held uninvested. The Sub-adviser Adviser further agrees that, in performing its duties hereunder, it will: (a) comply with the 1940 Act and all rules and regulations thereunder, the Advisers Act, applicable sections of the Internal Revenue Code of 1986, as amended (the "Code"), ) and all other applicable federal and state laws and regulations, and with any applicable procedures adopted by the Trustees; (b) use reasonable efforts to manage the each Portfolio so that it will qualify, and continue to qualify (except where extraordinary circumstances dictate otherwise)qualify, as a regulated investment company under Subchapter M of the Code and regulations issued thereunder, as well as to manage each Portfolio in a manner that complies with the requirements of Section 817(h) of the Code; (c) place orders pursuant to its investment determinations for the each Portfolio directly with the issuer, or with any broker or dealer the Sub-adviser may choosedealer, in accordance with applicable policies expressed in the PortfolioFund's Prospectus and/or Statement of Additional Information and in accordance with applicable legal requirements; (d) furnish to the Trust Fund whatever statistical information the Trust Fund may reasonably request in writing with respect to the each Portfolio's assets or contemplated investments. In addition, the Sub-adviser Adviser will keep the Trust Fund and the Trustees informed of developments materially affecting the portfolio assets and liabilities of each Portfolio and shall, on the Sub-adviserAdviser's own initiative, furnish to the Trust Fund from time to time whatever information the Sub-adviser Adviser believes appropriate for this purpose; (e) make available to the Manager Fund's administrator, U.S. Bancorp Fund Services, LLC (the "Administrator"), and the TrustFund, promptly upon their written request, such copies of its investment records and ledgers with respect to the Portfolio Fund as may be required to assist the Manager Administrator and the Trust Fund in their compliance with applicable laws and regulations. The Sub-adviser Adviser will furnish the Trustees with such periodic and special reports regarding the Portfolio Fund as they may reasonably request in writingrequest; (f) immediately notify the Manager and the Trust Fund in the event that the Sub-adviser Adviser or any of its affiliates: affiliates (1) becomes aware that it is subject to a statutory disqualification that prevents the Sub-adviser Adviser from serving as an investment adviser pursuant to this Sub-advisory Agreement; or (2) becomes aware that it is the subject of an administrative proceeding or enforcement action by the SEC Securities and Exchange Commission ("SEC") or other regulatory authority; or (3) has a reasonable basis for believing that any Portfolio has ceased to qualify under Subchapter M of the Code or fails to comply with the requirements of Section 817(h) of the Code or that such Portfolio might not so qualify or comply in the future. The Sub-adviser Adviser further agrees to notify the Trust and Fund immediately of any material fact known to the Manager promptly if any statement regarding Adviser respecting or relating to the Sub-adviser Adviser that is not contained in the TrustFund's Registration Statement with respect to regarding the PortfolioFund, or any amendment or supplement thereto, but that is required to be disclosed thereon, and of any statement contained therein that becomes untrue or incomplete in any material respect. In performing ; and (g) vote proxies relating to the portfolio securities of each Portfolio in the best interest of that Portfolio and its duties under this Agreementshareholders, and make available to the Sub-adviser shall manage and invest Fund free of charge the PortfolioAdviser's assets in accordance with the Portfolio's investment objectives, proxy voting policies and restrictions as well as applicable federal procedures, and state securities lawsa record of all votes cast, based upon instructions as may be provided with respect to such proxy voting on the Sub-adviser by the Manager, the PortfolioFund's administrator, accountant, custodian or other agent designated by the Manager as responsible for testing compliance of the Portfolio (the "Compliance Agent"). The Sub-adviser further agrees to manage and invest the Portfolio's assets in accordance with instructions as may be provided to the Sub-adviser from time to time by the Manager or the Compliance Agent in an effort to ensure that the Portfolio meets and maintains, so long as required by the Code, the requirements for qualification as a regulated investment company under Subchapter M of the Code and regulations issued thereunder. In fulfilling its obligations under this Agreement, the Sub-adviser shall be entitled to reasonably rely on and act in accordance with instructions provided by the Manager or Compliance Agentbehalf.

Investment Advisory Duties. Subject to the supervision of the Board of Trustees of the Trust and the Manager, the Sub-adviser will, in coordination with the Manager, (a) provide a program of continuous investment management for the Portfolio Fund in accordance with the Portfolio's Fund’s investment objectives, policies and limitations as stated in the Portfolio's Fund’s Prospectus and Statement of Additional Information included as part of the Trust's ’s Registration Statement on behalf of the Portfolio Fund filed with the Securities and Exchange Commission, as they may be amended from time to time, copies of which shall be provided to the Sub-adviser by the Manager; (b) make investment decisions for the PortfolioFund; and (c) place orders to purchase and sell securities for the PortfolioFund; (d) place cash in and withdraw cash from deposit with banks and financial institutions for the Fund; (e) enter into foreign exchange contracts with banks and financial institutions for the Fund, (f) make decisions on the voting of proxies for securities held by the Fund; and (g) be authorized to open deposit, FX and trading accounts on behalf of the Fund. In particular, the Sub-adviser will be responsible for the market timing of purchases and sales in the market and for all yield or other return enhancement strategies used in managing the PortfolioFund. In performing its investment management services to the Portfolio Fund hereunder, the Sub-adviser will provide the Portfolio Fund with ongoing investment guidance and policy direction. The Sub-adviser will determine the securities, instruments, repurchase agreements, options and other investments and techniques that the Portfolio Fund will purchase, sell, enter into or use, and will provide an ongoing evaluation of the PortfolioFund to the Manager and the Trust. The Sub-adviser will determine what portion of the Portfolio Fund shall be invested in securities and other assets. However, if the Manager specifies that the Sub-adviser shall be responsible solely for providing such services as are set forth herein with respect only to a portion of the Fund’s assets, the Sub-adviser shall provide all such services as described herein with respect to the whole Fund, but solely with respect to such portion of the Fund’s assets as directed by the Manager. The Sub-adviser further agrees that, in performing its duties hereunder, it will: (a) comply with the 1940 Act and all rules and regulations thereunder, the Advisers Act, applicable sections of the Internal Revenue Code of 1986, as amended (the "“Code"”), and all other applicable federal and state laws and regulations, and with any applicable procedures adopted by the TrusteesTrustees and/or the Manager and such procedures have been communicated to the Sub-adviser by the Manager; (b) manage the Portfolio Fund so that it will qualify, and continue to qualify (except where extraordinary circumstances dictate otherwise)qualify, as a regulated investment company under Subchapter M of the Code and regulations issued thereunder, and the Manager shall inform the Sub-adviser of any changes to Subchapter M of the Code and regulations issued thereunder which may affect the Sub-adviser in performing its obligations hereunder; (c) place orders pursuant to its investment determinations for the Portfolio Fund directly with the issuer, or with any broker or dealer the Sub-adviser may choose, in accordance with applicable policies expressed in the Portfolio's Fund’s Prospectus and/or Statement of Additional Information and in accordance with applicable legal requirements; (d) furnish to the Trust whatever statistical or other information the Trust may reasonably request in writing with respect to the Portfolio's Fund’s assets or contemplated investments. In addition, the Sub-adviser will keep the Trust and the Trustees informed of developments materially affecting the Portfolio Fund and shall, on the Sub-adviser's ’s own initiative, furnish to the Trust from time to time whatever information the Sub-adviser believes appropriate for this purpose; (e) make available to the Manager and the Trust, promptly upon their written request, such copies of its investment records and ledgers with respect to the Portfolio Fund as may be required to assist the Manager and the Trust in their compliance with applicable laws and regulations. The Sub-adviser will furnish the Trustees and/or the Manager with such periodic and special reports regarding the Portfolio Fund as they may reasonably request in writingrequest; (f) provided that it is not prohibited by the applicable laws and regulations, courts or authorities, immediately notify the Manager and the Trust in the event that the Sub-adviser or any of its affiliates: (1) becomes aware that it is subject to a statutory disqualification that prevents the Sub-adviser from serving as an investment adviser pursuant to this Sub-advisory Agreement; or (2) becomes aware that it is the subject of an administrative proceeding or enforcement action by the SEC or other regulatory authority; or (3) becomes a party to any litigation material to the Fund or Manager. The Sub-adviser further agrees to notify the Trust and the Manager promptly if any statement regarding the Fund (to the Sub-adviser’s knowledge) or the Sub-adviser contained in the Trust's ’s Registration Statement with respect to the PortfolioStatement, or any amendment or supplement thereto, becomes inaccurate, untrue or incomplete in any material respect; and (g) provide to the Manager and Trust such information and assurances (including certifications and sub-certifications) as the Manager, the Trust or the Trustees of the Trust may reasonably request in writing from time to time in order to assist the Manager, the Trust or the Trustees in complying with applicable laws, rules and regulations, including requirements in connection with the preparation and/or filing of the Trust’s Form N-CSRs and Form N-Qs. In performing its duties under this Agreement, the Sub-adviser shall manage and invest the Portfolio's Fund’s assets in accordance with the Portfolio's Fund’s investment objectives, policies and restrictions as well as applicable federal and state securities laws, based upon and in accordance with any instructions as may be provided to the Sub-adviser by the Manager, the Portfolio's administrator, accountant, custodian Manager or other agent designated by the Manager; provided that Manager as responsible for testing compliance shall use its best efforts to advise Sub-adviser of any changes to applicable law that could reasonably be expected to impact the Portfolio (the "Compliance Agent")Fund. The Sub-adviser further agrees to manage and invest the Portfolio's Fund’s assets in accordance with instructions as may be provided to the Sub-adviser from time to time by the Manager or the Compliance Agent in an effort to ensure that the Portfolio Fund meets and maintains, so long as required by the Code, the requirements for qualification as a regulated investment company under Subchapter M of the Code and regulations issued thereunder. The Sub-advisor hereby represents and warrants to the Manager that (i) it is properly registered with the SEC as an investment adviser and (ii) a true correct and complete copy of the Sub-advisor’s current Form ADV is being furnished to the Manager with this Agreement. In fulfilling its obligations under this Agreement, the Sub-adviser shall be entitled to reasonably rely on and act in accordance with instructions provided by the Manager. If the Sub-adviser has any questions regarding the 1940 Act and all rules and regulations thereunder, the Advisers Act, the Code including Subchapter M and regulations issued thereunder, as amended, and all other applicable federal and state laws and regulations, and any matters relating to the Fund, the Manager or Compliance Agentshall use reasonable efforts to assist Sub-adviser is addressing such questions.

Investment Advisory Duties. (a) Subject to the supervision of the Board of Trustees of the Trust and the ManagerTrust, the Sub-adviser Adviser will, in coordination with the Manager, : (ai) provide a program of continuous investment management for the Portfolio Fund in accordance with the PortfolioFund's investment objectivesobjective, policies and limitations as stated in the PortfolioFund's Prospectus and Statement of Additional Information included as part of the Trust's Registration Statement on behalf of the Portfolio filed with the Securities and Exchange Commission, Commission ("SEC") and as they the Prospectus and Statement of Additional Information may be amended from time to time, copies of which shall be provided to the Sub-adviser Adviser by the ManagerTrust; (ii) select and manage, subject to approval by the Trustees, investment subadvisers, who may be granted discretionary investment authority for the Fund; and (iii) select, subject to approval by the Trustees, master funds in which to invest. (b) make investment decisions for the Portfolio; and (c) place orders to purchase and sell securities for the Portfolio. In particular, the Sub-adviser will be responsible for the market timing of purchases and sales and for all yield enhancement strategies used in managing the Portfolio. In performing its investment management services to the Portfolio Fund hereunder, the Sub-adviser Adviser will provide the Portfolio Fund with ongoing investment guidance and guidance, policy direction. The Sub, including oral and written research, monitoring of all subadvised portions of the Fund, analysis, advice, statistical and economic data and judgments regarding individual investments, general economic conditions and trends and long-adviser range investment policy. (c) To the extent permitted by the Adviser's Form ADV as filed with the SEC and subject to the approval of the Trustees of the Trust, the Adviser shall have the authority to manage cash and money market instruments for cash flow purposes even though the Fund may function as a feeder fund. (d) To the extent permitted by the Adviser's current Form ADV as filed with the SEC, the Adviser will determine advise and manage on a discretionary basis with regard to the securities, instruments, repurchase agreements, options and other investments and techniques that the Portfolio Fund will purchase, sell, enter into or use, and will provide an ongoing evaluation of the PortfolioFund's portfolio. The Sub-adviser Adviser will determine advise as to what portion of the Portfolio Fund's portfolio shall be invested in securities and other assets. , and what portion if any, should be held uninvested. (e) The Sub-adviser Adviser may engage and remove one or more subadvisers, subject to the legally required approvals of the Trust and its shareholders, and the Adviser shall monitor the performance of any subadviser and report to the Trust thereon. (f) The Adviser further agrees that, in performing its duties hereunder, it will: (ai) comply with the 1940 Act and all rules and regulations thereunder, the Advisers Act, applicable sections of the Internal Revenue Code of 1986, as amended (the "Code"), ) and all other applicable federal and state laws and regulations, and with any applicable procedures adopted by the Trustees; (bii) use reasonable efforts to manage the Portfolio Fund so that it will qualify, and continue to qualify (except where extraordinary circumstances dictate otherwise)qualify, as a regulated investment company under Subchapter M of the Code and regulations issued thereunder; (ciii) place orders pursuant to its the Fund's investment determinations as approved by the Trustees for the Portfolio Fund directly with the issuer, or with any broker or dealer the Sub-adviser may choosedealer, in accordance with applicable policies expressed in the PortfolioFund's Prospectus and/or Statement of Additional Information and in accordance with applicable legal requirements; (div) furnish to the Trust whatever statistical information the Trust may reasonably request in writing with respect to the PortfolioFund's assets or contemplated investments. In addition, the Sub-adviser Adviser will keep the Trust and the Trustees informed of developments materially affecting the Portfolio Fund's portfolio and shall, on the Sub-adviserAdviser's own initiative, furnish to the Trust from time to time whatever information the Sub-adviser Adviser believes appropriate for this purpose; (ev) make available to the Manager Trust's administrator (the "Administrator") and the Trust, promptly upon their written request, such copies of its investment records and ledgers with respect to the Portfolio Fund as may be required to assist the Manager Administrator and the Trust in their compliance with applicable laws and regulations. The Sub-adviser Adviser will furnish the Trustees with such periodic and special reports regarding the Portfolio Fund and any subadviser as they may reasonably request in writingrequest; (fvi) immediately notify the Manager and the Trust in the event that the Sub-adviser Adviser or any of its affiliates: (1) becomes aware that it is subject to a statutory disqualification that prevents the Sub-adviser Adviser from serving as an investment adviser pursuant to this Sub-advisory Agreement; or (2) becomes aware that it is the subject of an administrative proceeding or enforcement action by the SEC or other regulatory authority. The Sub-adviser Adviser further agrees to notify the Trust and immediately of any material fact known to the Manager promptly if any statement regarding Adviser respecting or relating to the Sub-adviser Adviser that is not contained in the Trust's Registration Statement with respect to regarding the PortfolioFund, or any amendment or supplement thereto, but that is required to be disclosed thereon, and of any statement contained therein that becomes untrue or incomplete in any material respect. In performing its duties under this Agreement; and (vii) in providing investment advice to the Fund, the Sub-adviser shall manage and invest the Portfolio's assets in accordance with the Portfolio's investment objectives, policies and restrictions as well as applicable federal and state securities laws, based upon instructions as use no inside information that may be provided in its possession or in the possession of any of its affiliates, nor will the Adviser seek to the Sub-adviser by the Manager, the Portfolio's administrator, accountant, custodian or other agent designated by the Manager as responsible for testing compliance of the Portfolio (the "Compliance Agent"). The Sub-adviser further agrees to manage and invest the Portfolio's assets in accordance with instructions as may be provided to the Sub-adviser from time to time by the Manager or the Compliance Agent in an effort to ensure that the Portfolio meets and maintains, so long as required by the Code, the requirements for qualification as a regulated investment company under Subchapter M of the Code and regulations issued thereunder. In fulfilling its obligations under this Agreement, the Sub-adviser shall be entitled to reasonably rely on and act in accordance with instructions provided by the Manager or Compliance Agentobtain any such information.

Investment Advisory Duties. Subject to the supervision of the Board of Trustees of the Trust and the ManagerTrust, the Sub-adviser Adviser will, in coordination with the Manager, (a) provide a program of continuous investment management for the Portfolio Fund in accordance with the Portfolio's Fund’s investment objectives, policies and limitations as stated in the Portfolio's Prospectus Fund’s Prospectus(es) and Statement of Additional Information included as part of the Trust's ’s Registration Statement on behalf of the Portfolio filed with the Securities and Exchange Commission, as they may be amended from time to time, copies of which shall be provided to the Sub-adviser Adviser by the ManagerTrust; (b) make asset allocation and investment decisions for the PortfolioFund; and (c) place orders to purchase and sell securities for the Portfolio. In particular, the Sub-adviser will be responsible for the market timing of purchases and sales and for all yield enhancement strategies used in managing the PortfolioFund. In performing its investment management services to the Portfolio Fund hereunder, the Sub-adviser Adviser will provide the Portfolio Fund with ongoing investment guidance and policy direction, including oral and written research, analysis, advice, statistical and economic data, and judgments regarding individual investments, general economic conditions and trends and long-range investment policy. The Sub-adviser Adviser will determine the securities, instruments, repurchase agreements, options options, futures and other investments and techniques that the Portfolio Fund will purchase, sell, enter into or use, and will provide an ongoing evaluation of the PortfolioFund’s investments. The Sub-adviser Adviser will determine what portion of the Portfolio Fund’s investments shall be invested in securities and other assets, and what portion, if any, should be held uninvested. The SubAdviser shall furnish to the Trust adequate (i) office space, which may be space within the offices of the Adviser or in such other places as may be agreed upon from time to time, and (ii) office furnishings, facilities and equipment as may be reasonably required for managing the corporate affairs and conducting the business of the Trust, including complying with the corporate reporting requirements of the various states in which the Trust does business, and conducting correspondence and other communications with the stockholders of the Trust. Except as otherwise provided in Section 4, the Adviser shall employ or provide and compensate the executive, secretarial and clerical personnel necessary to provide such services. Subject to the approval of the Trust’s Board of Trustees (including a majority of the Trustees who are not “interested persons” of the Trust as defined in the 1940 Act), the Adviser may delegate to one or more sub-advisers any of its duties enumerated in Section 2 hereof. The Adviser shall continue to supervise the performance of any such sub-adviser and shall report regularly thereon to the Trust’s Board of Trustees. The Adviser further agrees that, in performing its duties hereunder, it will: (a) comply with the 1940 Act and all rules and regulations thereunder, the Advisers Act, applicable sections of the Internal Revenue Code of 1986, as amended (the "“Code"”), and all other applicable federal and state laws and regulations, and with any applicable procedures adopted by the Trustees; (b) use reasonable efforts to manage the Portfolio Fund so that it will qualify, and continue to qualify (except where extraordinary circumstances dictate otherwise)qualify, as a regulated investment company under Subchapter M of the Code and regulations issued thereunder; (c) place orders pursuant to its investment determinations for the Portfolio Fund directly with the issuer, or with any broker or dealer the Sub-adviser may choosedealer, in accordance with applicable policies expressed in the Portfolio's Prospectus Fund’s Prospectus(es) and/or Statement Statement(s) of Additional Information and in accordance with applicable legal requirements; (d) furnish to the Trust whatever statistical information the Trust may reasonably request in writing with respect to the Portfolio's Fund’s assets or contemplated investments. In addition, the Sub-adviser Adviser will keep the Trust and the Trustees informed of developments materially affecting the Portfolio Fund’s investments and shall, on the Sub-adviser's Adviser’s own initiative, furnish to the Trust from time to time whatever information the Sub-adviser Adviser believes appropriate for this purpose; (e) make available to the Manager and the Trust, promptly upon their written its request, such copies of its the Adviser’s investment records and ledgers with respect to the Portfolio Fund as may be required to assist the Manager and the Trust Fund in their its compliance with applicable laws and regulations. The Sub-adviser Adviser will furnish the Trustees with such periodic and special reports regarding the Portfolio Fund as they may reasonably request in writing;request; and (f) immediately notify the Manager and the Trust in the event that the Sub-adviser Adviser or any of its affiliates: (1) becomes aware that it is subject to a statutory disqualification that prevents the Sub-adviser Adviser from serving as an investment adviser pursuant to this Sub-advisory Agreement; or (2) becomes aware that it is the subject of an administrative proceeding or enforcement action by the SEC Securities and Exchange Commission (“SEC”) or other regulatory authority. The Sub-adviser Adviser further agrees to notify the Trust and immediately of any material fact known to the Manager promptly if any statement regarding Adviser respecting or relating to the Sub-adviser Adviser that is not contained in the Trust's ’s Registration Statement with respect to the PortfolioStatement, or any amendment or supplement thereto, but that is required to be disclosed therein, and of any statement contained therein that becomes untrue or incomplete in any material respect. In performing its duties under this Agreement, the Sub-adviser shall manage and invest the Portfolio's assets in accordance with the Portfolio's investment objectives, policies and restrictions as well as applicable federal and state securities laws, based upon instructions as may be provided to the Sub-adviser by the Manager, the Portfolio's administrator, accountant, custodian or other agent designated by the Manager as responsible for testing compliance of the Portfolio (the "Compliance Agent"). The Sub-adviser further agrees to manage and invest the Portfolio's assets in accordance with instructions as may be provided to the Sub-adviser from time to time by the Manager or the Compliance Agent in an effort to ensure that the Portfolio meets and maintains, so long as required by the Code, the requirements for qualification as a regulated investment company under Subchapter M of the Code and regulations issued thereunder. In fulfilling its obligations under this Agreement, the Sub-adviser shall be entitled to reasonably rely on and act in accordance with instructions provided by the Manager or Compliance Agent.

Investment Advisory Duties. Subject to the supervision of the Board of Trustees of the Trust and the ManagerTrust, the Sub-adviser Adviser will, in coordination with the Manager, (a) provide a program of continuous investment management for the Portfolio Funds in accordance with the Portfolio's each Fund’s investment objectives, policies and limitations as stated in the Portfolio's Funds’ Prospectus and Statement of Additional Information included as part of the Trust's Registration Statement on behalf of the Portfolio filed with the Securities and Exchange Commission, as they may be amended from time to time, copies of which shall be provided to the Sub-adviser Adviser by the ManagerTrust; (b) make investment decisions for the Portfolioeach Fund; and (c) place orders to purchase and sell securities for the Portfolio. In particular, the Sub-adviser will be responsible for the market timing of purchases and sales and for all yield enhancement strategies used in managing the Portfolioeach Fund. In performing its investment management services to the Portfolio Funds hereunder, the Sub-adviser Adviser will provide the Portfolio each Fund with ongoing investment guidance and policy direction, including oral and written research, analysis, advice, statistical and economic data, and judgments regarding individual investments, general economic conditions and trends and long-range investment policy. The Sub-adviser Adviser will determine the securities, instruments, repurchase agreements, options options, futures and other investments and techniques that the Portfolio each Fund will purchase, sell, enter into or use, and will provide an ongoing evaluation of the Portfolioeach Fund’s investments. The Sub-adviser Adviser will determine what portion of the Portfolio each Fund’s investments shall be invested in securities and other assets, and what portion, if any, should be held uninvested. The SubAdviser shall furnish to the Trust adequate (i) office space, which may be space within the offices of the Adviser or in such other places as may be agreed upon from time to time, and (ii) office furnishings, facilities and equipment as may be reasonably required for managing the corporate affairs and conducting the business of the Trust, including complying with the corporate reporting requirements of the various states in which the Trust does business, and conducting correspondence and other communications with the stockholders of the Trust. Except as otherwise provided in Section 4, the Adviser shall employ or provide and compensate the executive, secretarial and clerical personnel necessary to provide such services. Subject to the approval of the Trust's Board of Trustees (including a majority of the Trustees who are not "interested persons" of the Trust as defined in the 1940 Act), the Adviser may delegate to one or more sub-advisers any of its duties enumerated in Section 2 hereof. The Adviser shall continue to supervise the performance of any such sub-adviser and shall report regularly thereon to the Trust's Board of Trustees. The Adviser further agrees that, in performing its duties hereunder, it will: (a) comply with the 1940 Act and all rules and regulations thereunder, the Advisers Act, applicable sections of the Internal Revenue Code of 1986, as amended (the "Code"), and all other applicable federal and state laws and regulations, and with any applicable procedures adopted by the Trustees; (b) use reasonable efforts to manage the Portfolio each Fund so that it will qualify, and continue to qualify (except where extraordinary circumstances dictate otherwise)qualify, as a regulated investment company under Subchapter M of the Code and regulations issued thereunder; (c) place orders pursuant to its investment determinations for the Portfolio each Fund directly with the issuer, or with any broker or dealer the Sub-adviser may choosedealer, in accordance with applicable policies expressed in the PortfolioFund's Prospectus and/or Statement of Additional Information and in accordance with applicable legal requirements; (d) furnish to the Trust whatever statistical information the Trust may reasonably request in writing with respect to the Portfolio's each Fund’s assets or contemplated investments. In addition, the Sub-adviser Adviser will keep the Trust and the Trustees informed of developments materially affecting the Portfolio each Fund’s investments and shall, on the Sub-adviserAdviser's own initiative, furnish to the Trust from time to time whatever information the Sub-adviser Adviser believes appropriate for this purpose; (e) make available to the Manager and the Trust, promptly upon their written its request, such copies of its the Adviser's investment records and ledgers with respect to the Portfolio each Fund as may be required to assist the Manager and the Trust Fund in their its compliance with applicable laws and regulations. The Sub-adviser Adviser will furnish the Trustees with such periodic and special reports regarding the Portfolio Funds as they may reasonably request in writing;request; and (f) immediately notify the Manager and the Trust in the event that the Sub-adviser Adviser or any of its affiliates: (1) becomes aware that it is subject to a statutory disqualification that prevents the Sub-adviser Adviser from serving as an investment adviser pursuant to this Sub-advisory Agreement; or (2) becomes aware that it is the subject of an administrative proceeding or enforcement action by the SEC Securities and Exchange Commission ("SEC") or other regulatory authority. The Sub-adviser Adviser further agrees to notify the Trust and immediately of any material fact known to the Manager promptly if any statement regarding Adviser respecting or relating to the Sub-adviser Adviser that is not contained in the Trust's Registration Statement with respect to the PortfolioStatement, or any amendment or supplement thereto, but that is required to be disclosed therein, and of any statement contained therein that becomes untrue or incomplete in any material respect. In performing its duties under this Agreement, the Sub-adviser shall manage and invest the Portfolio's assets in accordance with the Portfolio's investment objectives, policies and restrictions as well as applicable federal and state securities laws, based upon instructions as may be provided to the Sub-adviser by the Manager, the Portfolio's administrator, accountant, custodian or other agent designated by the Manager as responsible for testing compliance of the Portfolio (the "Compliance Agent"). The Sub-adviser further agrees to manage and invest the Portfolio's assets in accordance with instructions as may be provided to the Sub-adviser from time to time by the Manager or the Compliance Agent in an effort to ensure that the Portfolio meets and maintains, so long as required by the Code, the requirements for qualification as a regulated investment company under Subchapter M of the Code and regulations issued thereunder. In fulfilling its obligations under this Agreement, the Sub-adviser shall be entitled to reasonably rely on and act in accordance with instructions provided by the Manager or Compliance Agent.

Investment Advisory Duties. Subject to the supervision of the Board of Trustees Directors of the Trust Fund and the ManagerAdviser, the Sub-adviser Adviser will, in coordination with the ManagerAdviser as described below, (a) provide a program of continuous investment management for the Portfolio in accordance with the Portfolio's investment objectives, policies and limitations as stated in the Portfolio's Prospectus and Statement of Additional Information included as part of the Trust's Registration Statement on behalf of the Portfolio filed with the Securities and Exchange Commission, as they may be amended from time to time, copies of which shall be provided to the Sub-adviser by the ManagerFund; (b) make investment decisions for the PortfolioFund; and (c) place orders to purchase and sell securities for the Portfolio. In particularFund in accordance with the Fund's investment objectives, policies and limitations as stated in the Fund's current Prospectus and Statement of Additional Information as provided to the Sub-adviser will Adviser by the Adviser, as they may be responsible for amended from time to time; provided, that the market timing of purchases and sales and for all yield enhancement strategies used in managing the Portfolio. In performing its investment management services to the Portfolio hereunder, Adviser shall provide the Sub-adviser will provide the Portfolio with ongoing Adviser reasonable advance notice of any change to such investment guidance objectives, policies and policy directionlimitations. The Sub-adviser will determine the securities, instruments, repurchase agreements, options and other investments and techniques that the Portfolio will purchase, sell, enter into or use, and will provide an ongoing evaluation of the Portfolio. The Sub-adviser will determine what portion of the Portfolio shall be invested in securities and other assets. The Sub-adviser Adviser further agrees that, in performing its duties hereunder, it will: (a) with regard to its activities under this Agreement, use reasonable efforts to comply in all material respects with the applicable provisions of the 1940 Act Act, the Advisers Act, and all applicable rules and regulations thereunder, the Advisers Act, applicable sections of the U.S. Internal Revenue Code of 1986, as amended (the "Code"), ) and all other applicable federal and state laws and regulations, and with any applicable procedures adopted by the TrusteesDirectors, as they may be amended from time to time, provided that written copies of such procedures and amendments thereto are provided to the Sub-Adviser by the Adviser; (b) use reasonable efforts to manage the Portfolio Fund so that it will qualify, and continue to qualify (except where extraordinary circumstances dictate otherwise)qualify, as a regulated investment company under Subchapter M of the Code and regulations issued thereunder; provided, however, the Sub-Adviser shall not be responsible for the tax effect of any decisions made by or any actions taken by any person other than the Sub-Adviser; (c) place orders pursuant to its investment determinations for the Portfolio directly with the issuer, or with any broker or dealer the Sub-adviser may chooseFund, in accordance with applicable policies expressed in the PortfolioFund's Prospectus and/or Statement of Additional Information or otherwise established through written guidelines established by the Fund and in accordance with applicable legal requirements; provided to the Sub-Adviser by the Adviser, including without limitation, Section 4 hereof (d) furnish to the Trust Company and the Adviser whatever statistical information the Trust Company or the Adviser may reasonably request in writing with respect to the PortfolioFund's assets or contemplated investments. In addition, the Sub-adviser Adviser will keep the Trust Company, the Adviser and the Trustees Directors informed of developments which the Sub-Adviser reasonably believes will materially affecting affect the Portfolio Fund's portfolio and shall, on the Sub-adviserAdviser's own initiative, furnish to the Trust Fund from time to time whatever information the Sub-adviser Adviser believes appropriate for this purpose; (e) make available to the Manager Fund's administrator, PFPC Inc. (the "Administrator"), the Adviser and the TrustCompany, promptly upon their written request, such copies of its investment records and ledgers with respect to the Portfolio Fund as may reasonably be required to assist the Manager Adviser, the Administrator and the Trust Company in their compliance with applicable laws and regulations. The Sub-adviser Adviser will furnish the Trustees Directors, the Administrator, the Adviser and the Company with such periodic and special reports regarding the Portfolio Funds as they may reasonably request in writingrequest; (f) meet periodically with the Adviser and the Directors, in person or by teleconference, to explain its investment management activities, and any reports related to the Fund as may reasonably be requested by the Adviser and/or the Company; (g) immediately notify the Manager Adviser and the Trust Fund to the extent required by applicable law in the event that the Sub-adviser Adviser or any of its affiliates: (1) becomes aware that it is subject to a statutory disqualification that prevents the Sub-adviser Adviser from serving as an investment adviser pursuant to this Sub-advisory Adviser Agreement; or (2) becomes aware that it is the subject of an administrative proceeding or enforcement action by the SEC Securities and Exchange Commission ("SEC") or other regulatory authority. The Sub-adviser Adviser further agrees to notify the Trust Fund and the Manager promptly if Adviser immediately of any statement regarding material fact known to the Sub-adviser contained in the Trust's Registration Statement with respect Adviser respecting or relating to the Portfolio, Sub-Adviser that would make any written information previously provided to the Adviser materially inaccurate or incomplete or if any amendment or supplement thereto, such written information becomes untrue or incomplete in any material respect. In performing its duties under this Agreement, ; (h) immediately notify the Adviser if the Sub-adviser Adviser suffers a material adverse change in its business that would materially impair its ability to perform its relevant duties for the Funds. For the purposes of this paragraph, a "material adverse change" shall manage include, but is not limited to, a material loss of assets or accounts under management or the departure of senior investment professionals to the extent such professionals are not replaced promptly with professionals of comparable experience and invest the Portfolio's assets in accordance with the Portfolio's investment objectives, policies and restrictions as well as applicable federal and state securities laws, based upon instructions as quality; (i) use no inside information that may be provided in its possession in making investment decisions for the Fund, nor seek to obtain any such information; and (j) use its best judgment and efforts in rendering the Sub-adviser advice and services contemplated by the Manager, the Portfolio's administrator, accountant, custodian or other agent designated by the Manager as responsible for testing compliance of the Portfolio (the "Compliance Agent"). The Sub-adviser further agrees to manage and invest the Portfolio's assets in accordance with instructions as may be provided to the Sub-adviser from time to time by the Manager or the Compliance Agent in an effort to ensure that the Portfolio meets and maintains, so long as required by the Code, the requirements for qualification as a regulated investment company under Subchapter M of the Code and regulations issued thereunder. In fulfilling its obligations under this Agreement, the Sub-adviser shall be entitled to reasonably rely on and act in accordance with instructions provided by the Manager or Compliance Agent.

Investment Advisory Duties. Subject to the supervision of the Board of Trustees of the Trust and the Manager, the Sub-adviser will, in coordination with the Manager, : (ai) provide on a discretionary or non-binding basis, a program of continuous investment management for the Portfolio Allocated Assets in accordance with the Portfolio's relevant Fund’s investment objectives, policies and limitations as stated in the Portfolio's each such Fund’s Prospectus and Statement of Additional Information included as part of the Trust's ’s Registration Statement filed with the U.S. Securities and Exchange Commission (“SEC”) on behalf of the Portfolio filed with the Securities and Exchange Commissioneach Fund, as they may be amended from time to time, copies of which shall be provided to the Sub-adviser by the ManagerManager prior to the Effective Date (as defined below) and in advance of the effective date of any amendment in the event of any amendment to the investment objectives, policies and limitations; (bii) make or recommend investment decisions for the PortfolioAllocated Assets; and and/or (ciii) place recommend orders to purchase and sell securities for the PortfolioAllocated Assets. In particular, when the Sub-adviser provides management services on a discretionary basis, the Sub-adviser will be responsible for the market timing of purchases and sales in the market and for all yield or other return enhancement strategies used in managing the PortfolioAllocated Assets of each Fund. In performing its investment management advisory services to the Portfolio each Fund hereunder, the Sub-adviser will provide the Portfolio each Fund with ongoing investment guidance and policy direction. The Sub-adviser will determine or recommend the securities, instruments, repurchase agreements, options and other investments and techniques that each Fund, with regard to the Portfolio Allocated Assets, will purchase, sell, enter into or use, and will provide an ongoing evaluation of the PortfolioAllocated Assets to the Manager and the Trust. The Sub-adviser will determine or recommend what portion of the Portfolio Allocated Assets shall be invested in securities and other assets. The parties hereby agree that the Sub-adviser shall be responsible solely for providing such services as are set forth herein with respect to the Allocated Assets. Subject to the Prospectus and Statement of Additional Information and the instructions of the Manager, the Sub-adviser, acting as agent, will have, if providing management services on a discretionary basis, complete discretion over the Allocated Assets of each Fund to buy, sell, retain, exchange or otherwise deal in investments and other assets. For the avoidance of doubt, subject to applicable law, the Sub-adviser's discretion, if providing management services on a discretionary basis, shall include authority to employ agents (including affiliates) to perform any administrative, dealing or ancillary services required to enable the Sub-adviser to perform discretionary services envisaged under this Sub-advisory Agreement. The investment objectives, policies and limitations will not be breached as a result of any events or circumstances outside the reasonable control of the Sub-adviser including, but not limited to, changes in the price or value of assets of the Fund brought about solely through movements in the market, although Sub-adviser shall take, if providing management services on a discretionary basis, such remedial actions as may be set forth in the Prospectus or Statement of Additional Information or otherwise instructed by the Manager. The Sub-adviser further agrees that, in performing its duties hereunder, it will: (a) comply with (or, if applicable, make recommendations that comply with) the 1940 Act and all rules and regulations thereunder, the Advisers Act, applicable sections of the Internal Revenue Code of 1986, as amended (the "Code"), and all other applicable federal and state laws and regulations, and with any applicable procedures adopted by the TrusteesTrustees and/or the Manager (collectively, "Applicable Law"). The Manager will identify the Applicable Laws for Sub-adviser and provide copies or otherwise make the Sub-adviser aware of the content of the Applicable Laws as well as, in a reasonably timely manner, any amendments thereto. In addition, the Manager will (or will cause external counsel to): (i) provide Sub-adviser with written summaries of changes to the Applicable Laws and (ii) provide, upon request, assistance in the interpretation of the Applicable Laws; (b) manage each Fund (if providing management services on a discretionary basis) or provide advice with regard to the Portfolio Allocated Assets so that it will qualify, and continue to qualify (except where extraordinary circumstances dictate otherwise)qualify, as a regulated investment company under Subchapter M of the Code and regulations issued thereunder; provided that Manager shall provide (or cause to be provided) advice and guidance as to the requirements of Subchapter M of the Code; (c) place (if providing management services on a discretionary basis) or recommend orders pursuant to its investment determinations for the Portfolio each Fund directly with the issuer, or with any broker or dealer the Sub-adviser may choosechoose (if providing management services on a discretionary basis), in accordance with applicable policies expressed in the Portfolioeach such Fund's Prospectus and/or Statement of Additional Information and in accordance with applicable legal requirements; (d) furnish to the Trust whatever statistical or other information the Trust may reasonably request in writing with respect to the Portfolio's assets Allocated Assets or contemplated investments. In addition, the Sub-adviser will keep the Trust and the Trustees informed of developments materially affecting the Portfolio each Fund and shall, on the Sub-adviser's own initiative, furnish to the Trust from time to time whatever information the Sub-adviser believes appropriate for this purpose; (e) make available to the Manager and the Trust, promptly upon their written request, such copies of its investment records records, and ledgers (if providing management services on a discretionary basis), with respect to the Portfolio Allocated Assets as may reasonably be required to assist assists the Manager and the Trust in their compliance with applicable laws and regulations. The Sub-adviser will furnish the Trustees and/or Manager with such periodic and special reports regarding the Portfolio each Fund as they may reasonably request in writingrequest; (f) immediately promptly notify the Manager and the Trust in the event that the Sub-adviser or any of its affiliates: (1i) becomes aware that it is subject to a statutory disqualification that prevents the Sub-adviser from serving as an investment adviser pursuant to this Sub-advisory Agreement; or (2ii) becomes aware that it is the subject of an administrative proceeding or enforcement action by the SEC or other regulatory authority; or (iii) becomes a party to any litigation material to each Fund or Manager. The Sub-adviser further agrees to notify the Trust and the Manager promptly if any statement regarding each Fund or the Sub-adviser contained in the Trust's Registration Statement with respect to the PortfolioStatement, or any amendment or supplement thereto, becomes inaccurate, untrue or incomplete in any material respect; and g) provide to the Manager and Trust such information and assurances (including certifications and sub-certifications) as the Manager, the Trust or the Trustees of the Trust may reasonably request from time to time in order to assist the Manager, the Trust or the Trustees in complying with applicable laws, rules and regulations, including requirements in connection with the preparation and/or filing of the Trust's Form N-CSRs, Form N-Qs and Form N-PXs. In performing its duties under this Sub-advisory Agreement, the Sub-adviser shall manage and invest (if providing management services on a discretionary basis) or recommend the Portfolio's assets investment of the Allocated Assets of each Fund in accordance with the Portfolioeach such Fund's investment objectives, policies and restrictions as well as applicable federal and state securities laws, based upon laws and in accordance with any written instructions as may be provided to the Sub-adviser by the Manager, the Portfolio's administrator, accountant, custodian Manager or other agent designated by the Manager as responsible for testing compliance of the Portfolio (the "Compliance Agent")Manager. The Sub-adviser further agrees to manage and invest (if providing management services on a discretionary basis) or recommend the Portfolio's assets investment of the Allocated Assets of each such Fund in accordance with instructions as may be provided to the Sub-adviser from time to time by the Manager or the Compliance Agent pursuant to Section 16 of this Sub-advisory Agreement in an effort to ensure that the Portfolio each Fund meets and maintains, so long as required by the Code, the requirements for qualification as a regulated investment company under Subchapter M of the Code and regulations issued thereunder. In fulfilling its obligations under this Agreement, The Sub-adviser hereby represents and warrants to the Manager that (i) it is properly registered with the SEC as an investment adviser and (ii) a true correct and complete copy of the Sub-adviser shall be entitled advisor's current Form ADV is being furnished to reasonably rely on and act in accordance with instructions provided by the Manager or Compliance Agentwith this Sub-advisory Agreement.

Investment Advisory Duties. Subject to the supervision of the Board of Trustees of the Trust and the ManagerTrust, the Sub-adviser Adviser will, in coordination with the Manager, (a) provide a program of continuous investment management for the Portfolio Funds in accordance with the Portfolioeach Fund's investment objectives, policies and limitations as stated in the Portfolio's Prospectus Funds' Prospectus(es) and Statement Statement(s) of Additional Information included as part of the Trust's Registration Statement on behalf of the Portfolio filed with the Securities and Exchange Commission, as they may be amended from time to time, copies of which shall be provided to the Sub-adviser by the Manager; (b) make asset allocation and investment decisions for the Portfolioeach Fund; and (c) place orders to purchase and sell securities for the Portfolio. In particular, the Sub-adviser will be responsible for the market timing of purchases and sales and for all yield enhancement strategies used in managing the Portfolioeach Fund. In performing its investment management services to the Portfolio Funds hereunder, the Sub-adviser Adviser will provide the Portfolio each Fund with ongoing investment guidance and policy direction, including oral and written research, analysis, advice, statistical and economic data, and judgments regarding individual investments, general economic conditions and trends and long-range investment policy. The Sub-adviser Adviser will determine the securities, instruments, repurchase agreements, options options, futures and other investments and techniques that the Portfolio each Fund will purchase, sell, enter into or use, and will provide an ongoing evaluation of the Portfolioeach Fund's investments. The Sub-adviser Adviser will determine what portion of the Portfolio each Fund's investments shall be invested in securities and other assets, and what portion, if any, should be held uninvested. The SubAdviser shall furnish to the Trust adequate (i) office space, which may be space within the offices of the Adviser or in such other places as may be agreed upon from time to time, and (ii) office furnishings, facilities and equipment as may be reasonably required for managing the corporate affairs and conducting the business of the Trust, including complying with the corporate reporting requirements of the various states in which the Trust does business, and conducting correspondence and other communications with the stockholders of the Trust. Except as otherwise provided in Section 4, the Adviser shall employ or provide and compensate the executive, secretarial and clerical personnel necessary to provide such services. Subject to the approval of the Trust's Board of Trustees (including a majority of the Trustees who are not "interested persons" of the Trust as defined in the 1940 Act), the Adviser may delegate to one or more sub-advisers any of its duties enumerated in Section 2 hereof. The Adviser shall continue to supervise the performance of any such sub-adviser and shall report regularly thereon to the Trust's Board of Trustees. The Adviser further agrees that, in performing its duties hereunder, it will: (a) comply with the 1940 Act and all rules and regulations thereunder, the Advisers Act, applicable sections of the Internal Revenue Code of 1986, as amended (the "Code"), and all other applicable federal and state laws and regulations, and with any applicable procedures adopted by the Trustees; (b) use reasonable efforts to manage the Portfolio each Fund so that it will qualify, and continue to qualify (except where extraordinary circumstances dictate otherwise)qualify, as a regulated investment company under Subchapter M of the Code and regulations issued thereunder; (c) place orders pursuant to its investment determinations for the Portfolio each Fund directly with the issuer, or with any broker or dealer the Sub-adviser may choosedealer, in accordance with applicable policies expressed in the PortfolioFund's Prospectus and/or Statement of Additional Information and in accordance with applicable legal requirements; (d) furnish to the Trust whatever statistical information the Trust may reasonably request in writing with respect to the Portfolioeach Fund's assets or contemplated investments. In addition, the Sub-adviser Adviser will keep the Trust and the Trustees informed of developments materially affecting the Portfolio each Fund's investments and shall, on the Sub-adviserAdviser's own initiative, furnish to the Trust from time to time whatever information the Sub-adviser Adviser believes appropriate for this purpose; (e) make available to the Manager and the Trust, promptly upon their written its request, such copies of its the Adviser's investment records and ledgers with respect to the Portfolio each Fund as may be required to assist the Manager and the Trust Fund in their its compliance with applicable laws and regulations. The Sub-adviser Adviser will furnish the Trustees with such periodic and special reports regarding the Portfolio Funds as they may reasonably request in writing;request; and (f) immediately notify the Manager and the Trust in the event that the Sub-adviser Adviser or any of its affiliates: (1) becomes aware that it is subject to a statutory disqualification that prevents the Sub-adviser Adviser from serving as an investment adviser pursuant to this Sub-advisory Agreement; or (2) becomes aware that it is the subject of an administrative proceeding or enforcement action by the SEC Securities and Exchange Commission ("SEC") or other regulatory authority. The Sub-adviser Adviser further agrees to notify the Trust and immediately of any material fact known to the Manager promptly if any statement regarding Adviser respecting or relating to the Sub-adviser Adviser that is not contained in the Trust's Registration Statement with respect to the PortfolioStatement, or any amendment or supplement thereto, but that is required to be disclosed therein, and of any statement contained therein that becomes untrue or incomplete in any material respect. In performing its duties under this Agreement, the Sub-adviser shall manage and invest the Portfolio's assets in accordance with the Portfolio's investment objectives, policies and restrictions as well as applicable federal and state securities laws, based upon instructions as may be provided to the Sub-adviser by the Manager, the Portfolio's administrator, accountant, custodian or other agent designated by the Manager as responsible for testing compliance of the Portfolio (the "Compliance Agent"). The Sub-adviser further agrees to manage and invest the Portfolio's assets in accordance with instructions as may be provided to the Sub-adviser from time to time by the Manager or the Compliance Agent in an effort to ensure that the Portfolio meets and maintains, so long as required by the Code, the requirements for qualification as a regulated investment company under Subchapter M of the Code and regulations issued thereunder. In fulfilling its obligations under this Agreement, the Sub-adviser shall be entitled to reasonably rely on and act in accordance with instructions provided by the Manager or Compliance Agent.

Investment Advisory Duties. Subject to the supervision of the Board of Trustees Directors of the Trust and the ManagerFund, the Sub-adviser will, in coordination with the Manager, Adviser will (a) provide a program of continuous investment management for the Portfolio each Series in accordance with the Portfolio's investment objectives, policies and limitations of that Series as stated in the PortfolioFund's Prospectus prospectus and Statement of Additional Information included as part of the TrustFund's Registration Statement on behalf of the Portfolio filed with the Securities and Exchange Commission, as they may be amended from time to time, copies of which shall be provided to the Sub-adviser Adviser by the ManagerFund; (b) make investment decisions for the PortfolioSeries; and (c) place orders to purchase and sell securities for the Portfolio. In particular, the Sub-adviser will be responsible for the market timing of purchases and sales and for all yield enhancement strategies used in managing the PortfolioSeries. In performing its investment management services to the Portfolio Series hereunder, the Sub-adviser Adviser will provide the Portfolio Series with ongoing investment guidance and policy direction, including oral and written research, analysis, advice, statistical and economic data and judgments regarding individual investments, general economic conditions and trends and long-range investment policy. The Sub-adviser Adviser will determine the securities, instruments, currencies, repurchase agreements, futures, options and other investments and techniques that the Portfolio each Series will purchase, sell, enter into or use, and will provide an ongoing evaluation of the Portfolioportfolio of each Series. The Sub-adviser Adviser will determine what portion of the Portfolio portfolio of each Series shall be invested in securities and other assetsassets and what portion, if any, should be held uninvested. The Sub-adviser Adviser further agrees that, in performing its duties hereunder, that it will: (a) comply with the 1940 Act and all rules and regulations thereunder, the Advisers Act, applicable sections of the Internal Revenue Code of 1986, as amended (the "Code"), ) and all other applicable federal and state laws and regulations, and with any applicable procedures adopted by the TrusteesDirectors; (b) use reasonable efforts to manage the Portfolio each Series so that it will qualify, and continue to qualify (except where extraordinary circumstances dictate otherwise)qualify, as a regulated investment company under Subchapter M of the Code and regulations issued thereunder; (c) place orders pursuant to its investment determinations for the Portfolio each Series directly with the issuer, or with any broker or dealer the Sub-adviser may choosedealer, in accordance with applicable policies expressed in the PortfolioFund's Prospectus prospectus and/or Statement of Additional Information with respect to that Series and in accordance with applicable legal requirements; (d) furnish to the Trust each Series whatever statistical information the Trust Series may reasonably request in writing with respect to the Portfolio's Series' assets or contemplated investments. In addition, the Sub-adviser Adviser will keep the Trust each Series and the Trustees Directors informed of developments materially affecting the Portfolio Series' portfolio and shall, on the Sub-adviserAdviser's own initiative, furnish to the Trust Series and the Fund from time to time whatever information the Sub-adviser Adviser believes appropriate for this purpose; (e) make available to the Manager Series' administrator, Capstone Asset Management Company (the "Administrator"), and the TrustSeries, promptly upon their written request, such copies of all its investment records and ledgers with respect to the Portfolio as may be required Series to assist the Manager Administrator and the Trust Series in their compliance with applicable laws and regulations. The Sub-adviser Adviser will furnish the Trustees Directors with such periodic and special reports regarding the Portfolio Series as they may reasonably request in writingrequest; (f) immediately notify the Manager and the Trust Fund in the event that the Sub-adviser Adviser or any of its affiliates: (1) becomes aware that it is subject to a statutory disqualification that prevents the Sub-adviser Adviser from serving as an investment adviser pursuant to this Sub-advisory Agreement; or (2) becomes aware that it is has been the subject of an administrative proceeding or enforcement action by the SEC Securities and Exchange Commission ("SEC") or other regulatory authority. The Sub-adviser Adviser further agrees to notify the Trust and Fund immediately of any material fact known to the Manager promptly if any statement regarding Adviser respecting or relating to the Sub-adviser Adviser that is not contained in the TrustFund's Registration Statement with respect to the Portfolioa Series, or any amendment or supplement thereto, and of any statement contained therein that becomes untrue or incomplete in any material respect. In performing its duties under this Agreement, the Sub-adviser shall manage and invest the Portfolio's assets in accordance with the Portfolio's investment objectives, policies and restrictions as well as applicable federal and state securities laws, based upon instructions as may be provided to the Sub-adviser by the Manager, the Portfolio's administrator, accountant, custodian or other agent designated by the Manager as responsible for testing compliance of the Portfolio (the "Compliance Agent"). The Sub-adviser further agrees to manage and invest the Portfolio's assets in accordance with instructions as may be provided to the Sub-adviser from time to time by the Manager or the Compliance Agent in an effort to ensure that the Portfolio meets and maintains, so long as required by the Code, the requirements for qualification as a regulated investment company under Subchapter M of the Code and regulations issued thereunder. In fulfilling its obligations under this Agreement, the Sub-adviser shall be entitled to reasonably rely on and act in accordance with instructions provided by the Manager or Compliance Agentrequest.

Investment Advisory Duties. Subject to the supervision of the Board of Trustees of the Trust and the Manager, the Sub-adviser will, in coordination with the Manager, (a) provide a program of continuous investment management for the Portfolio Fund in accordance with the PortfolioFund's investment objectives, policies and limitations as stated in the PortfolioFund's Prospectus and Statement of Additional Information included as part of the Trust's Registration Statement on behalf of the Portfolio Fund filed with the Securities and Exchange Commission, as they may be amended from time to time, copies of which shall be provided to the Sub-adviser by the Manager; (b) make investment decisions for the PortfolioFund; and (c) place orders to purchase and sell securities for the PortfolioFund. In particular, the Sub-adviser will be responsible for the market timing purchase and sale of purchases and sales securities and for all yield enhancement strategies used in managing the PortfolioFund. In performing its investment management services to the Portfolio Fund hereunder, the Sub-adviser will provide the Portfolio Fund with ongoing investment guidance and policy direction. The Sub-adviser will determine the securities, instruments, repurchase agreements, options and other investments and techniques that the Portfolio Fund will purchase, sell, enter into or use, and will provide an ongoing evaluation of the PortfolioFund. The Sub-adviser will determine what portion of the Portfolio Fund shall be invested in securities and other assets. The Sub-adviser further agrees that, in performing its duties hereunder, it will: (a) : a comply with the 1940 Act and all rules and regulations thereunder, the Advisers Act, applicable sections of the Internal Revenue Code of 1986, as amended (the "Code"), and all other applicable federal and state laws and regulations, and with any applicable procedures adopted by the Trustees; (b) ; b manage the Portfolio Fund so that it the Fund will qualify, and continue to qualify (except where extraordinary circumstances dictate otherwise), as a regulated investment company under Subchapter M of the Code and regulations issued thereunder; (c) ; c place orders pursuant to its investment determinations for the Portfolio Fund directly with the issuer, or with any broker or dealer the Sub-adviser may choose, in accordance with applicable policies expressed in the PortfolioFund's Prospectus and/or Statement of Additional Information and in accordance with applicable legal requirements; (d) ; d furnish to the Trust whatever statistical information the Trust may reasonably request in writing with respect to the PortfolioFund's assets or contemplated investments. In addition, the Sub-adviser will keep the Trust and the Trustees informed of developments materially affecting the Portfolio Fund and shall, on the Sub-adviser's own initiative, furnish to the Trust from time to time whatever information the Sub-adviser believes appropriate for this purpose; (e) ; e make available to the Manager and the Trust, promptly upon their written request, such copies of its investment records and ledgers with respect to the Portfolio Fund as may be required to assist the Manager and the Trust in their compliance with applicable laws and regulations. The Sub-adviser will furnish the Trustees with such periodic and special reports available data regarding the Portfolio Fund, as they may reasonably request in writing; (f) immediately be mutually agreed upon from time to time; f promptly notify the Manager and the Trust in the event that the Sub-adviser or any of its affiliates: (1) becomes aware that it is subject to a statutory disqualification that prevents the Sub-adviser from serving as an investment adviser pursuant to this Sub-advisory Agreement; or (2) becomes aware that it is the subject of an administrative proceeding or enforcement action by the SEC or other regulatory authority. The Sub-adviser further agrees to notify the Trust and the Manager promptly if any statement regarding the Sub-adviser contained in the Trust's Registration Statement with respect to the PortfolioFund, or any amendment or supplement thereto, becomes untrue or incomplete in any material respect. In performing its duties under this Agreement, the Sub-adviser shall manage and invest the PortfolioFund's assets in accordance with the PortfolioFund's investment objectives, policies and restrictions as well as applicable federal and state securities laws, based upon instructions as may be provided to the Sub-adviser by the Manager, the PortfolioFund's administrator, accountant, custodian or other agent designated by the Manager as responsible for testing compliance of the Portfolio Fund (the "Compliance Agent"). The Sub-adviser further agrees to manage and invest the PortfolioFund's assets in accordance with instructions as may be provided to the Sub-adviser from time to time by the Manager or the Compliance Agent in an effort to ensure that the Portfolio Fund meets and maintains, so long as required by the Code, the requirements for qualification as a regulated investment company under Subchapter M of the Code and regulations issued thereunder. In fulfilling its obligations under this Agreement, the Sub-adviser shall be entitled to reasonably rely on and act in accordance with instructions provided by the Manager or Compliance Agent.