Common use of Investment Advisory Duties Clause in Contracts

Investment Advisory Duties. (a) The Management Company shall regularly provide each Series of the Fund with investment research, advice and supervision, continuously furnish an investment program and recommend that securities shall be purchased and sold and what portion of the assets of each Series shall be held uninvested and shall arrange for the purchase of securities and other investments for and the sale of securities and other investments held in the portfolio of each Series. All investment advice furnished by the Management Company to each Series under this Section 2 shall at all times conform to any requirements imposed by the provisions of the Fund's Articles of Incorporation and Bylaws, the Investment Company Act of 1940 and the rules and regulations promulgated thereunder, any other applicable provisions of law, and the terms of the registration statements of the Fund under the Securities Act of 1933 and the Investment Company Act of 1940, all as from time to time amended. The Management Company shall advise and assist the officers or other agents of the Fund in taking such steps as are necessary or appropriate to carry out the decisions of the Fund's Board of Directors (and any duly appointed committee thereof) with regard to the foregoing matters and the general conduct of the Fund's business. (b) Subject to the provisions of the Investment Company Act of 1940 (the "1940 Act") and any applicable exemptions thereto, the Management Company is authorized, but is under no obligation, to enter into sub-advisory agreements (the "Sub-Advisory Agreements") with one or more sub-advisers (each a "Sub-adviser") to provide investment advisory services to any Series of the Fund. Each Sub-adviser shall have investment discretion with respect to the assets of the Series assigned to that Sub-adviser by the Management Company. The Management Company shall not be responsible or liable with respect to any investment decision made by a Sub-adviser, whether such decision be to purchase, sell or hold such investment. Consistent with the provisions of the 1940 Act and any applicable exemption thereto, the Investment Manager may enter into Sub-Advisory Agreements or amend Sub-Advisory Agreements without the approval of the shareholders of the affected Series.

Investment Advisory Duties. (a) The Management Company shall regularly provide each Series of the Fund with investment research, advice and supervision, continuously furnish an investment program and recommend that what securities shall be purchased and sold and what portion of the assets of each Series the Fund shall be held uninvested and shall arrange for the purchase of securities and other investments for the Fund and the sale of securities and other investments held in the portfolio of each Seriesthe Fund. All investment advice furnished by the Management Company to each Series the Fund under this Section 2 shall at all times conform to any requirements imposed by the provisions of the Fund's Articles of Incorporation and Bylaws, the Investment Company Act of 1940, the Investment Advisors Act of 1940 and the rules and regulations promulgated thereunder, any other applicable provisions of law, and the terms of the registration statements of the Fund under the Securities Act of 1933 and the Investment Company Act of 1940, all as from time to time amended. The Management Company shall advise and assist the officers or other agents of the Fund in taking such steps as are necessary or appropriate to carry out the decisions of the Fund's Board board of Directors directors of the Fund (and any duly appointed committee thereof) with in regard to the foregoing matters and the general conduct of the Fund's business. (b) Subject to the provisions of the Investment Company Act of 1940 (the "1940 Act") and any applicable exemptions thereto, the Management Company is authorized, but is under no obligation, to enter into sub-advisory agreements (the "Sub-Advisory Agreements") with one or more sub-advisers subadvisers (each a "Sub-adviserSubadviser") to provide investment advisory services to any Series series of the Fund. Each Sub-adviser Subadviser shall have investment discretion with respect to the assets of the Series series assigned to that Sub-adviser Subadviser by the Management Company. The Management Company shall not be responsible or liable with respect to any investment decision made by a Sub-adviser, whether such decision be to purchase, sell or hold such investment. Consistent with the provisions of the Investment Company Act of 1940 Act and any applicable exemption thereto, the Investment Manager Management Company may enter into Sub-Advisory Agreements or amend Sub-Advisory Agreements without the approval of the shareholders of the affected Serieseffected series.

Investment Advisory Duties. Subject to the supervision of the Trustees and the Advisor, the Sub-Advisor will, in coordination with the Advisor as described below: (a) The Management Company shall regularly provide each Series a program of continuous investment management for the Fund; (b) make investment decisions for the Fund; and (c) place orders to purchase and sell securities for the Fund in accordance with the Fund’s investment researchobjectives, advice policies and supervision, continuously furnish an investment program and recommend that securities shall be purchased and sold and what portion of the assets of each Series shall be held uninvested and shall arrange for the purchase of securities and other investments for and the sale of securities and other investments held limitations as stated in the portfolio Fund’s current Prospectus and Statement of each Series. All investment advice furnished Additional Information as provided to the Sub-Advisor by the Management Company Advisor, as they may be amended from time to each Series time; provided, that the Advisor shall provide the Sub-Advisor reasonable advance notice of any change to such investment objectives, policies and limitations. The Sub-Advisor further agrees that, in performing its duties hereunder, it will: (a) with regard to its activities under this Section 2 shall at Agreement, use reasonable efforts to comply in all times conform to any requirements imposed by material respects with the applicable provisions of the Fund's Articles of Incorporation and Bylaws1940 Act, the Investment Company Act of 1940 Advisers Act, and the all applicable rules and regulations promulgated thereunder, any the U.S. Internal Revenue Code of 1986, as amended (the “Code”), and all other applicable provisions of lawfederal and state laws and regulations, and with the terms Fund’s Prospectus and Statement of Additional Information and 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 Fund’s assets in a manner that will not impair its qualification as a regulated investment company under Subchapter M of the registration statements 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 Fund, in accordance with applicable policies expressed in the Fund’s Prospectus and/or Statement of Additional Information or otherwise established through written guidelines established by the Fund under and provided to the Securities Act of 1933 Sub-Advisor by the Advisor, including without limitation, Section 4 hereof; (d) furnish to the Trust and the Investment Company Act Advisor whatever statistical information the Trust or the Advisor may reasonably request with respect to the Fund’s assets or investments. In addition, the Sub-Advisor will keep the Trust, the Advisor and the Trustees informed of 1940developments that the Sub-Advisor reasonably believes will materially affect the Fund’s portfolio, all as and shall, on the Sub-Advisor’s own initiative, furnish to the Trust from time to time amended. The Management Company shall advise and assist whatever information the officers or other agents of the Fund in taking such steps as are necessary or Sub-Advisor believes appropriate for this purpose; (e) make available to carry out the decisions of the Fund's Board of Directors ’s administrator (and any duly appointed committee thereof) with regard to the foregoing matters “Administrator”), the Advisor and the general conduct Trust, promptly upon their request, such copies of the Fund's business. (b) Subject to the provisions of the Investment Company Act of 1940 (the "1940 Act") its investment records and any applicable exemptions thereto, the Management Company is authorized, but is under no obligation, to enter into sub-advisory agreements (the "Sub-Advisory Agreements") with one or more sub-advisers (each a "Sub-adviser") to provide investment advisory services to any Series of the Fund. Each Sub-adviser shall have investment discretion ledgers with respect to the assets Fund as may reasonably be required to assist the Advisor, the Administrator and the Trust in their compliance with applicable laws and regulations. The Sub-Advisor will furnish the Trustees, the Administrator, the Advisor and the Trust with such periodic and special reports regarding the Fund as they may reasonably request; (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 Advisor, in writing, of the Series assigned receipt of any notice of a class action proceeding related to that 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-adviser by Advisor shall have no responsibility for filing claims on behalf of the Management Company. The Management Company shall not be responsible Advisor or liable the Trust with respect to any investment decision made by a such actions. The Sub-adviser, whether Advisor’s responsibility with respect to such decision matters shall be to purchasecomply with the foregoing notification obligations and to cooperate with the Advisor and the Trust in making such filings, sell which shall include providing any relevant information regarding the Fund’s securities holdings to the Advisor; (h) provide assistance to the Advisor, custodian or hold 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 investment. Consistent 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 1940 Xxxxxxxx-Xxxxx Act of 2002 to the extent such provisions relate to the services to be provided by, and any applicable exemption theretoobligations of, the Investment Manager may enter into Sub-Advisory Agreements or amend Advisor hereunder. Specifically, and without limitation to the foregoing, the Sub-Advisory Agreements without Advisor agrees to provide certifications to the approval principal executive and financial officers of the shareholders Fund that correspond to the drafting and/or filing of the affected SeriesFund’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-Advisor or any of its affiliates: (1) becomes aware that it is subject to a statutory disqualification that prevents the Sub-Advisor from serving as an investment advisor pursuant to this Agreement; or (2) becomes aware that it is the subject of an administrative proceeding or enforcement action by the Securities and Exchange Commission (“SEC”) or other regulatory authority. The Sub-Advisor further agrees to notify the Trust and the Advisor immediately of any material fact known to the Sub-Advisor respecting or relating to the Sub-Advisor that would make any written information previously provided to the Advisor or the Trust materially inaccurate or incomplete or if any such written information becomes untrue 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. 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 material non-public information that may be in its possession in making investment decisions for the Fund, nor seek to obtain any such information; (o) use its best judgment and efforts in rendering the advice and services contemplated by this Agreement; and (p) not consult with any sub-advisor of a 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-Advisor’s responsibility for providing investment advice is limited to providing investment advice with respect to its discrete portion of the Fund’s portfolio.

Investment Advisory Duties. Subject to the supervision of the Trustees and the Adviser, the Sub-Adviser will, in coordination with the Adviser as described below: (a) The Management Company shall regularly provide each Series a program of continuous investment management for the Fund; (b) make investment decisions for the Fund; and (c) place orders to purchase and sell securities for the Fund in accordance with the Fund’s investment researchobjectives, advice policies and supervision, continuously furnish an investment program and recommend that securities shall be purchased and sold and what portion of the assets of each Series shall be held uninvested and shall arrange for the purchase of securities and other investments for and the sale of securities and other investments held limitations as stated in the portfolio Fund’s current Prospectus and Statement of each Series. All investment advice furnished Additional Information (the “Registration Statement”) as provided to the Sub- Adviser by the Management Company Adviser, as they may be amended from time to each Series time; provided, that the Adviser shall provide the Sub-Adviser reasonable advance notice of any change to such investment objectives, policies and limitations. The Sub-Adviser further agrees that, in performing its duties hereunder, it will: (a) with regard to its activities under this Section 2 shall at Agreement, use reasonable efforts to comply in all times conform to any requirements imposed by material respects with the applicable provisions of the Fund's Articles of Incorporation and Bylaws1940 Act, the Investment Company Act of 1940 Advisers Act, and the all applicable rules and regulations promulgated thereunder, any the U.S. Internal Revenue Code of 1986, as amended (the “Code”), and all other applicable provisions of lawfederal and state laws and regulations, and with the terms Fund’s Prospectus and Statement of Additional Information and 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 Fund’s assets in a manner that will not impair its qualification as a regulated investment company under Subchapter M of the registration statements 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 Fund, in accordance with applicable policies expressed in the Fund’s Prospectus and/or Statement of Additional Information or otherwise established through written guidelines established by the Fund under and provided to the Securities Act of 1933 Sub-Adviser by the Adviser, including without limitation, Section 4 hereof; (d) furnish to the Trust and the Investment Company Act Adviser whatever statistical information the Trust or the Adviser may reasonably request with respect to the Fund’s assets or investments. In addition, the Sub-Adviser will keep the Trust, the Adviser and the Trustees informed of 1940developments that the Sub-Adviser reasonably believes will materially affect the Fund’s portfolio, all as and shall, on the Sub-Adviser’s own initiative, furnish to the Trust from time to time amended. The Management Company shall advise and assist whatever information the officers or other agents of the Fund in taking such steps as are necessary or Sub-Adviser believes appropriate for this purpose; (e) make available to carry out the decisions of the Fund's Board of Directors (and any duly appointed committee thereof) with regard to the foregoing matters ’s Adviser and the general conduct Trust, promptly upon their request, such copies of the Fund's business. (b) Subject to the provisions of the Investment Company Act of 1940 (the "1940 Act") its investment records and any applicable exemptions thereto, the Management Company is authorized, but is under no obligation, to enter into sub-advisory agreements (the "Sub-Advisory Agreements") with one or more sub-advisers (each a "Sub-adviser") to provide investment advisory services to any Series of the Fund. Each Sub-adviser shall have investment discretion ledgers with respect to the assets Fund as may reasonably be required to assist the Adviser and the Trust in their compliance with applicable laws and regulations. The Sub-Adviser will furnish the Trustees, the Adviser and the Trust with such periodic and special reports regarding the Fund as they may reasonably request; (f) The Sub-Adviser shall promptly respond to requests by the Adviser, the Administrator, and the Fund CCO or their delegates for copies of the Series assigned to that pertinent books and records maintained by the Sub-adviser by Adviser relating directly to the Management CompanyFund. The Management Company Sub-Adviser shall not also provide the Adviser with such other information and reports, including information and reports related to compliance matters, as may reasonably be responsible requested by it from time to time, including without limitation all material requested by or liable required to be delivered to the Board. (g) immediately notify the Adviser, 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 Adviser or the Fund may be entitled to participate as a result of the Fund’s securities holdings. The Sub- Adviser shall have no responsibility for filing claims on behalf of the Adviser or the Trust with respect to any investment decision made by a such actions. The Sub-adviser, whether Adviser’s responsibility with respect to such decision matters shall be to purchasecomply with the foregoing notification obligations and to cooperate with the Adviser and the Trust in making such filings, sell which shall include providing any relevant information regarding the Fund’s securities holdings to the Adviser; (h) provide assistance to the Adviser, custodian or hold 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 Adviser, custodian or recordkeeping agent seeks assistance from the Sub-Adviser or identifies for review by the Sub-Adviser. This assistance includes (but is not limited to): (i) designating an employee of the Sub-Adviser for consultation when the Trustees convene; (ii) notifying the Adviser in the event the Sub-Adviser determines, with respect to a security that is held both by the Fund and by another account managed by the Sub-Adviser, to price the security pursuant to such investment. Consistent 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 Adviser; (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 Adviser upon request; (i) assist the Adviser, the Fund, and any of its or their trustees, directors, officers, and/or employees in complying with the provisions of the 1940 Xxxxxxxx-Xxxxx Act of 2002 to the extent such provisions relate to the services to be provided by, and any applicable exemption theretoobligations of, the Investment Manager may enter into Sub-Advisory Agreements or amend Adviser hereunder. Specifically, and without limitation to the foregoing, the Sub-Advisory Agreements without Adviser agrees to provide certifications to the approval principal executive and financial officers of the shareholders Fund that correspond to the drafting and/or filing of the affected SeriesFund’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 Adviser 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-Adviser 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-Adviser’s compliance program, which access shall include (i) on-site visits with the Sub-Adviser as may be reasonably requested from time to time (ii)a report of any material changes to the Sub-Adviser compliance policies; (iii) a report of any compliance matter about which the Adviser or the Fund’s Board of Trustees would reasonably need to know to oversee Fund compliance, and that involves, without limitation: (A) a violation of the securities laws by the Sub-Adviser or any of its officers, directors, employees or agents; (B) a violation of the Policies or the Sub-Adviser compliance policies by the Sub-Adviser or any of its officers, directors, employees or agents; and/or (C) a weakness in the design or implementation of the Policies; and (iv) an annual (or more frequently as the CCO may request) certification regarding the Sub-Adviser’s compliance with Rule 206(4)-7 under the Advisers Act. In connection with the periodic review and annual report required to be prepared by the CCO pursuant to Rule 38a-1, the Sub-Adviser agrees to provide certifications as may be reasonably requested by the CCO related to the design and implementation of the Sub-Adviser’s compliance program; (k) provide assistance as may be reasonably requested by the Adviser in connection with compliance by the Fund with any current or future legal and regulatory requirements related to the services provided by the Sub-Adviser hereunder; (l) immediately notify the Adviser and the Trust to the extent required by applicable law 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 Agreement; or (2) becomes aware that it is the subject of an administrative proceeding or enforcement action by the Securities and Exchange Commission (“SEC”) or other regulatory authority. The Sub-Adviser further agrees to notify the Trust and the Adviser immediately of any material fact known to the Sub-Adviser respecting or relating to the Sub- Adviser that would make any written information previously provided to the Adviser or the Trust materially inaccurate or incomplete or if any such written information becomes untrue in any material respect; (m) immediately notify the Adviser and the Trust if the Sub-Adviser 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 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 material non-public information that may be in its possession in making investment decisions for the Fund, nor seek to obtain any such information; (o) use its best judgment and efforts in rendering the advice and services contemplated by this Agreement; and (p) not consult with any sub-adviser of a portion of the Fund not managed by the Sub- Adviser, if applicable, or with any sub-adviser 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-Adviser is one of multiple money managers managing a Fund, the Sub-Adviser’s responsibility for providing investment advice is limited to providing investment advice with respect to its discrete portion of the Fund’s portfolio.

Investment Advisory Duties. Subject to the supervision of the Trustees and the Adviser, the Sub-Adviser will, in coordination with the Adviser as described below: (a) The Management Company shall regularly provide each Series a program of continuous investment management for the Fund; (b) make investment decisions for the Fund; and (c) place orders to purchase and sell securities for the Fund in accordance with the Fund’s investment researchobjectives, advice policies and supervision, continuously furnish an investment program and recommend that securities shall be purchased and sold and what portion of the assets of each Series shall be held uninvested and shall arrange for the purchase of securities and other investments for and the sale of securities and other investments held limitations as stated in the portfolio Fund’s current Prospectus and Statement of each Series. All investment advice furnished Additional Information (the “Registration Statement”) as provided to the Sub- Adviser by the Management Company Adviser, as they may be amended from time to each Series time; provided, that the Adviser shall provide the Sub-Adviser reasonable advance notice of any change to such investment objectives, policies and limitations. The Sub-Adviser further agrees that, in performing its duties hereunder, it will: (a) with regard to its activities under this Section 2 shall at Agreement, use reasonable efforts to comply in all times conform to any requirements imposed by material respects with the applicable provisions of the Fund's Articles of Incorporation and Bylaws1940 Act, the Investment Company Act of 1940 Advisers Act, and the all applicable rules and regulations promulgated thereunder, any the U.S. Internal Revenue Code of 1986, as amended (the “Code”), and all other applicable provisions of lawfederal and state laws and regulations, and with the terms Fund’s Prospectus and Statement of Additional Information and 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 Fund’s assets in a manner that will not impair its qualification as a regulated investment company under Subchapter M of the registration statements 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 Fund, in accordance with applicable policies expressed in the Fund’s Prospectus and/or Statement of Additional Information or otherwise established through written guidelines established by the Fund under and provided to the Securities Act of 1933 Sub-Adviser by the Adviser, including without limitation, Section 4 hereof; (d) furnish to the Trust and the Investment Company Act Adviser whatever statistical information the Trust or the Adviser may reasonably request with respect to the Fund’s assets or investments. In addition, the Sub-Adviser will keep the Trust, the Adviser and the Trustees informed of 1940developments that the Sub-Adviser reasonably believes will materially affect the Fund’s portfolio, all as and shall, on the Sub-Adviser’s own initiative, furnish to the Trust from time to time amended. The Management Company shall advise and assist whatever information the officers or other agents of the Fund in taking such steps as are necessary or Sub-Adviser believes appropriate for this purpose; (e) make available to carry out the decisions of the Fund's Board of Directors (and any duly appointed committee thereof) with regard to the foregoing matters ’s Adviser and the general conduct Trust, promptly upon their request, such copies of the Fund's business. (b) Subject to the provisions of the Investment Company Act of 1940 (the "1940 Act") its investment records and any applicable exemptions thereto, the Management Company is authorized, but is under no obligation, to enter into sub-advisory agreements (the "Sub-Advisory Agreements") with one or more sub-advisers (each a "Sub-adviser") to provide investment advisory services to any Series of the Fund. Each Sub-adviser shall have investment discretion ledgers with respect to the assets Fund as may reasonably be required to assist the Adviser and the Trust in their compliance with applicable laws and regulations. The Sub-Adviser will furnish the Trustees, the Adviser and the Trust with such periodic and special reports regarding the Fund as they may reasonably request; (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 Adviser, in writing, of the Series assigned receipt of any notice of a class action proceeding related to that Sub-adviser by the Management CompanyFund or any other action or proceeding in which the Adviser or the Fund may be entitled to participate as a result of the Fund’s securities holdings. The Management Company Sub- Adviser shall not be responsible have no responsibility for filing claims on behalf of the Adviser or liable the Trust with respect to any investment decision made by a such actions. The Sub-adviser, whether Adviser’s responsibility with respect to such decision matters shall be to purchasecomply with the foregoing notification obligations and to cooperate with the Adviser and the Trust in making such filings, sell which shall include providing any relevant information regarding the Fund’s securities holdings to the Adviser; (h) provide assistance to the Adviser, custodian or hold 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 Adviser, custodian or recordkeeping agent seeks assistance from the Sub-Adviser or identifies for review by the Sub-Adviser. This assistance includes (but is not limited to): (i) designating an employee of the Sub-Adviser for consultation when the Trustees convene; (ii) notifying the Adviser in the event the Sub-Adviser determines, with respect to a security that is held both by the Fund and by another account managed by the Sub-Adviser, to price the security pursuant to such investment. Consistent 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 Adviser; (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 Adviser upon request; (i) assist the Adviser, the Fund, and any of its or their trustees, directors, officers, and/or employees in complying with the provisions of the 1940 Xxxxxxxx-Xxxxx Act of 2002 to the extent such provisions relate to the services to be provided by, and any applicable exemption theretoobligations of, the Investment Manager may enter into Sub-Advisory Agreements or amend Adviser hereunder. Specifically, and without limitation to the foregoing, the Sub-Advisory Agreements without Adviser agrees to provide certifications to the approval principal executive and financial officers of the shareholders Fund that correspond to the drafting and/or filing of the affected SeriesFund’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 Adviser 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-Adviser 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-Adviser’s compliance program, which access shall include on-site visits with the Sub-Adviser 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-Adviser agrees to provide certifications as may be reasonably requested by the CCO related to the design and implementation of the Sub-Adviser’s compliance program; (k) provide assistance as may be reasonably requested by the Adviser in connection with compliance by the Fund with any current or future legal and regulatory requirements related to the services provided by the Sub-Adviser hereunder; (l) immediately notify the Adviser and the Trust to the extent required by applicable law 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 Agreement; or (2) becomes aware that it is the subject of an administrative proceeding or enforcement action by the Securities and Exchange Commission (“SEC”) or other regulatory authority. The Sub-Adviser further agrees to notify the Trust and the Adviser immediately of any material fact known to the Sub-Adviser respecting or relating to the Sub- Adviser that would make any written information previously provided to the Adviser or the Trust materially inaccurate or incomplete or if any such written information becomes untrue in any material respect; (m) immediately notify the Adviser and the Trust if the Sub-Adviser 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 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 material non-public information that may be in its possession in making investment decisions for the Fund, nor seek to obtain any such information; (o) use its best judgment and efforts in rendering the advice and services contemplated by this Agreement; and (p) not consult with any sub-adviser of a portion of the Fund not managed by the Sub- Adviser, if applicable, or with any sub-adviser 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-Adviser is one of multiple money managers managing a Fund, the Sub-Adviser’s responsibility for providing investment advice is limited to providing investment advice with respect to its discrete portion of the Fund’s portfolio.

Investment Advisory Duties. Subject to the supervision of the Trustees and the Advisor, the Sub-Advisor will, in coordination with the Advisor as described below: (a) The Management Company shall regularly provide each Series a program of continuous investment management for the Fund; (b) make investment decisions for the Fund; and (c) place orders to purchase and sell securities for the Fund in accordance with the Fund’s investment researchobjectives, advice policies and supervision, continuously furnish an investment program and recommend that securities shall be purchased and sold and what portion of the assets of each Series shall be held uninvested and shall arrange for the purchase of securities and other investments for and the sale of securities and other investments held limitations as stated in the portfolio Fund’s current Prospectus and Statement of each Series. All investment advice furnished Additional Information as provided to the Sub-Advisor by the Management Company to each Series under this Section 2 shall at all times conform to any requirements imposed by the provisions of the Fund's Articles of Incorporation and BylawsAdvisor, the Investment Company Act of 1940 and the rules and regulations promulgated thereunder, any other applicable provisions of law, and the terms of the registration statements of the Fund under the Securities Act of 1933 and the Investment Company Act of 1940, all as they may be amended from time to time amended(the “Investment Guidelines”); provided, that the Advisor shall provide the Sub-Advisor reasonable advance notice of any change to such Investment Guidelines. The Management Company shall advise and assist the officers or other agents of the Fund Sub-Advisor further agrees that, in taking such steps as are necessary or appropriate to carry out the decisions of the Fund's Board of Directors performing its duties hereunder, it will: (and any duly appointed committee thereofa) with regard to its activities under this Agreement, use reasonable efforts to comply in all material respects with the foregoing matters and the general conduct applicable provisions of the 1940 Act, the Advisers Act, and all applicable rules and regulations thereunder, the U.S. Internal Revenue Code of 1986, as amended (the “Code”), and all other applicable federal and state laws and regulations, and with the Fund's business.’s Prospectus and Statement of Additional Information and 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) Subject use reasonable efforts to manage the Fund’s assets in a manner that will not impair its qualification 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 Fund, in accordance with applicable policies expressed in the Fund’s Prospectus and/or Statement of Additional Information or otherwise established through written guidelines established by the Fund and provided to the provisions of the Investment Company Act of 1940 (the "1940 Act") and any applicable exemptions thereto, the Management Company is authorized, but is under no obligation, to enter into sub-advisory agreements (the "Sub-Advisory Agreements"Advisor by the Advisor, including without limitation, Section 4 hereof; (d) with one furnish to the Trust and the Advisor whatever statistical information the Trust or more sub-advisers (each a "Sub-adviser") to provide investment advisory services to any Series of the Fund. Each Sub-adviser shall have investment discretion Advisor may reasonably request with respect to the Fund’s assets or investments. In addition, the Sub-Advisor will keep the Trust, the Advisor and the Trustees informed of developments that the Sub-Advisor reasonably believes will materially affect the Fund’s portfolio, and shall, on the Sub-Advisor’s own initiative, furnish to the Trust from time to time whatever information the Sub-Advisor believes appropriate for this purpose; (e) make available to the Fund’s administrator (the “Administrator”), the Advisor and the Trust, promptly upon their request, such copies of its investment records and ledgers with respect to the Fund as may reasonably be required to assist the Advisor, the Administrator and the Trust in their compliance with applicable laws and regulations. The Sub-Advisor will furnish the Trustees, the Administrator, the Advisor and the Trust with such periodic and special reports regarding the Fund as they may reasonably request; (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) as soon as reasonably practicable notify the Advisor, in writing, of the Series assigned receipt of any notice of a class action proceeding related to that 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-adviser by Advisor shall have no responsibility for filing claims on behalf of the Management Company. The Management Company shall not be responsible Advisor or liable the Trust with respect to any investment decision made by a such actions. The Sub-adviser, whether Advisor’s responsibility with respect to such decision matters shall be to purchasecomply with the foregoing notification obligations and to cooperate with the Advisor and the Trust in making such filings, sell 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 hold 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 investmentother account’s policies and procedures for determining the fair value of a security; (iii) providing contacts and assistance, when needed, in obtaining 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, which the Advisor shall provide to the Sub-Advisor; 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. Consistent Notwithstanding the foregoing, the Advisor acknowledges and agrees that the Sub-Advisor is not a pricing vendor for the Fund and does not have responsibility for determining the market value of any asset in the Fund; (i) reasonably assist the Advisor, the Fund, and any of its or their trustees, directors, officers, and/or employees in complying with the provisions of the 1940 Xxxxxxxx-Xxxxx Act of 2002 to the extent such provisions relate to the services to be provided by, and any applicable exemption theretoobligations of, the Investment Manager may enter into Sub-Advisory Agreements or amend Advisor hereunder. Specifically, and without limitation to the foregoing, the Sub-Advisory Agreements without Advisor agrees to provide certifications to the approval principal executive and financial officers of the shareholders Fund that correspond to the drafting and/or filing of the affected SeriesFund’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 or as in accordance with procedures adopted by the Trust; (j) reasonably 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) as soon as reasonably practicable notify the Advisor and the Trust to the extent required by applicable law in the event that the Sub-Advisor or any of its affiliates: (1) becomes aware that it is subject to a statutory disqualification that prevents the Sub-Advisor from serving as an investment advisor pursuant to this Agreement; or (2) becomes aware that it is the subject of an administrative proceeding or enforcement action by the Securities and Exchange Commission (“SEC”) or other regulatory authority. The Sub-Advisor further agrees to notify the Trust and the Advisor as soon as reasonably practicable of any material fact known to the Sub-Advisor respecting or relating to the Sub-Advisor that would make any written information previously provided to the Advisor or the Trust materially inaccurate or incomplete or if any such written information becomes untrue in any material respect; (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 for the Fund. For the purposes of this Section 2(m), 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 material non-public information that may be in its possession in making investment decisions for the Fund, nor seek to obtain any such information; (o) use its best judgment and efforts in rendering the advice and services contemplated by this Agreement; (p) not consult with any sub-advisor of a 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-Advisor’s responsibility for providing investment advice is limited to providing investment advice with respect to its discrete portion of the Fund’s portfolio; and (q) notwithstanding any other provisions to the contrary, the Sub-Advisor shall have no obligation to perform the following services, or to have employees of the Sub-Advisor perform the following roles, as applicable: (i) shareholder services or other support functions, such as responding to shareholder’s questions about the Fund or its investments or strategies; (ii) providing employees of the Sub-Advisor to serve as officers of the Trust; or (iii) providing employees of the Sub-Advisor to serve as the Trust’s Chief Compliance Officer and associate staff.

Investment Advisory Duties. (a) The Management Company shall regularly provide each Series of the Fund with investment research, advice and supervision, continuously furnish an investment program and recommend that securities shall be purchased and sold and what portion of the assets of each Series shall be held uninvested and shall arrange for the purchase of securities and other investments for and the sale of securities and other investments held in the portfolio of each Series. All investment advice furnished by the Management Company to each Series under this Section 2 shall at all times conform to any requirements imposed by the provisions of the Fund's ’s Articles of Incorporation and Bylaws, the Investment Company Act of 1940 and the rules and regulations promulgated thereunder, any other applicable provisions of law, and the terms of the registration statements of the Fund under the Securities Act of 1933 and the Investment Company Act of 1940, all as from time to time amended. The Management Company shall advise and assist the officers or other agents of the Fund in taking such steps as are necessary or appropriate to carry out the decisions of the Fund's ’s Board of Directors (and any duly appointed committee thereof) with regard to the foregoing matters and the general conduct of the Fund's ’s business. (b) Subject to the provisions of the Investment Company Act of 1940 (the "“1940 Act"”) and any applicable exemptions thereto, the Management Company is authorized, but is under no obligation, to enter into sub-advisory agreements (the "“Sub-Advisory Agreements"”) with one or more sub-advisers (each a "“Sub-adviser"”) to provide investment advisory services to any Series of the Fund. Each Sub-adviser shall have investment discretion with respect to the assets of the Series assigned to that Sub-adviser by the Management Company. The Management Company shall not be responsible or liable with respect to any investment decision made by a Sub-adviser, whether such decision be to purchase, sell or hold such investment. Consistent with the provisions of the 1940 Act and any applicable exemption thereto, the Investment Manager may enter into Sub-Advisory Agreements or amend Sub-Advisory Agreements without the approval of the shareholders of the affected Series.

Investment Advisory Duties. Subject to the supervision of the Trustees and the Advisor, the Sub-Advisor will, in coordination with the Advisor as described below: (a) The Management Company shall regularly provide each Series a program of continuous investment management for the Fund; (b) make investment decisions for the Fund; and (c) place orders to purchase and sell securities for the Fund in accordance with the Fund’s investment researchobjectives, advice policies and supervision, continuously furnish an investment program and recommend that securities shall be purchased and sold and what portion of the assets of each Series shall be held uninvested and shall arrange for the purchase of securities and other investments for and the sale of securities and other investments held limitations as stated in the portfolio Fund’s current Prospectus and Statement of each Series. All investment advice furnished Additional Information as provided to the Sub-Advisor by the Management Company Advisor, as they may be amended from time to each Series time; provided, that the Advisor shall provide the Sub-Advisor reasonable advance notice of any change to such investment objectives, policies and limitations. The Sub-Advisor further agrees that, in performing its duties hereunder, it will: (a) with regard to its activities under this Section 2 shall at Agreement, use reasonable efforts to comply in all times conform to any requirements imposed by material respects with the applicable provisions of the Fund's Articles of Incorporation and Bylaws1940 Act, the Investment Company Act of 1940 Advisers Act, and the all applicable rules and regulations promulgated thereunder, any the U.S. Internal Revenue Code of 1986, as amended (the “Code”), and all other applicable provisions of lawfederal and state laws and regulations, and with the terms Fund’s Prospectus and Statement of Additional Information and 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 Fund’s assets in a manner that will not impair its qualification as a regulated investment company under Subchapter M of the registration statements 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 Fund, in accordance with applicable policies expressed in the Fund’s Prospectus and/or Statement of Additional Information or otherwise established through written guidelines established by the Fund under and provided to the Securities Act of 1933 Sub-Advisor by the Advisor, including without limitation, Section 4 hereof; (d) furnish to the Trust and the Investment Company Act Advisor whatever statistical information the Trust or the Advisor may reasonably request with respect to the Fund’s assets or investments. In addition, the Sub-Advisor will keep the Trust, the Advisor and the Trustees informed of 1940developments that the Sub-Advisor reasonably believes will materially affect the Fund’s portfolio, all as and shall, on the Sub-Advisor’s own initiative, furnish to the Trust from time to time amended. The Management Company shall advise and assist whatever information the officers or other agents of the Fund in taking such steps as are necessary or Sub-Advisor believes appropriate for this purpose; (e) make available to carry out the decisions of the Fund's Board of Directors ’s administrator (and any duly appointed committee thereof) with regard to the foregoing matters “Administrator”), the Advisor and the general conduct Trust, promptly upon their request, such copies of the Fund's business. (b) Subject to the provisions of the Investment Company Act of 1940 (the "1940 Act") its investment records and any applicable exemptions thereto, the Management Company is authorized, but is under no obligation, to enter into sub-advisory agreements (the "Sub-Advisory Agreements") with one or more sub-advisers (each a "Sub-adviser") to provide investment advisory services to any Series of the Fund. Each Sub-adviser shall have investment discretion ledgers with respect to the assets Fund as may reasonably be required to assist the Advisor, the Administrator and the Trust in their compliance with applicable laws and regulations. The Sub-Advisor will furnish the Trustees, the Administrator, the Advisor and the Trust with such periodic and special reports regarding the Fund as they may reasonably request; (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 Advisor, in writing, of the Series assigned receipt of any notice of a class action proceeding related to that 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-adviser by Advisor shall have no responsibility for filing claims on behalf of the Management Company. The Management Company shall not be responsible Advisor or liable the Trust with respect to any investment decision made by a such actions. The Sub-adviser, whether Advisor’s responsibility with respect to such decision matters shall be to purchasecomply with the foregoing notification obligations and to cooperate with the Advisor and the Trust in making such filings, sell which shall include providing any relevant information regarding the Fund’s securities holdings to the Advisor; (h) provide assistance to the Advisor, custodian or hold 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 investment. Consistent 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 1940 Xxxxxxxx-Xxxxx Act of 2002 to the extent such provisions relate to the services to be provided by, and any applicable exemption theretoobligations of, the Investment Manager may enter into Sub-Advisory Agreements or amend Advisor hereunder. Specifically, and without limitation to the foregoing, the Sub-Advisory Agreements without Advisor agrees to provide certifications to the approval principal executive and financial officers of the shareholders Fund that correspond to the drafting and/or filing of the affected SeriesFund’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-Advisor or any of its affiliates: (1) becomes aware that it is subject to a statutory disqualification that prevents the Sub-Advisor from serving as an investment advisor pursuant to this Agreement; or (2) becomes aware that it is the subject of an administrative proceeding or enforcement action by the Securities and Exchange Commission (“SEC”) or other regulatory authority. The Sub-Advisor further agrees to notify the Trust and the Advisor immediately of any material fact known to the Sub-Advisor respecting or relating to the Sub-Advisor that would make any written information previously provided to the Advisor or the Trust materially inaccurate or incomplete or if any such written information becomes untrue 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. 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 material non-public information that may be in its possession in making investment decisions for the Fund, nor seek to obtain any such information; (o) use its best judgment and efforts in rendering the advice and services contemplated by this Agreement; and (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-Advisor’s responsibility to providing investment advice is limited to providing investment advice with respect to its discrete portion of the Fund’s portfolio.

Investment Advisory Duties. Subject to the direction and control of the Trust's Board of Trustees (the "Board"), the Adviser shall manage the investment and reinvestment of the assets of the Funds, and, without limiting the generality of the foregoing, shall provide the management and other services specified below, all in such manner and to such extent as may be authorized by the Board. (a) The Management Company Adviser shall regularly provide each Series of the Fund make decisions with investment researchrespect to all purchases, advice sales and supervision, continuously furnish an investment program and recommend that securities shall be purchased and sold and what portion of the assets of each Series shall be held uninvested and shall arrange for the purchase other transactions of securities and other investments for and investment assets of the sale Funds, including the selection of securities brokers, dealers and other investments held persons to introduce or execute those transactions. To carry out such decisions, the Adviser is authorized, as agent and attorney-in-fact for the Trust, for the account of, at the risk of and in the portfolio of each Series. All investment advice furnished by the Management Company to each Series under this Section 2 shall at all times conform to any requirements imposed by the provisions name of the Fund's Articles Trust, to place orders and issue instructions with respect to those transactions of Incorporation the Funds. In all purchases, sales and Bylawsother transactions in securities or other investment assets for the Funds, the Investment Company Act of 1940 Adviser is authorized to exercise full discretion and act for the rules Trust in the same manner and regulations promulgated thereunderwith the same force and effect as the Trust might or could do with respect to such purchases, any other applicable provisions of law, and the terms of the registration statements of the Fund under the Securities Act of 1933 and the Investment Company Act of 1940, all as from time to time amended. The Management Company shall advise and assist the officers sales or other agents of the Fund in taking such steps transactions, as are well as with respect to all other things necessary or appropriate to carry out the decisions of the Fund's Board of Directors (and any duly appointed committee thereof) with regard incidental to the foregoing matters and the general furtherance or conduct of the Fund's businesssuch purchases, sales or other transactions, subject to paragraph (b) below. (b) Subject to the provisions of the Investment Company Act of 1940 (the "1940 Act") and any applicable exemptions thereto, the Management Company is authorized, but is under no obligation, to enter into sub-advisory agreements (the "Sub-Advisory Agreements") with one or more sub-advisers (each a "Sub-adviser") to provide investment advisory services to any Series of the Fund. Each Sub-adviser shall have investment discretion In making decisions with respect to the all purchases, sales and other transactions of securities and other investment assets of the Series assigned Funds the Adviser shall follow and comply with the investment objectives of the Funds, the policies set forth from time to that Sub-adviser time by the Management CompanyBoard (to the extent communicated to the Adviser in writing or at a Board meeting attended by a representative of the Adviser), the limitations imposed by the Trust's Trust Instrument and Bylaws, the Trust's Registration Statement and the Funds' Prospectus(es) (in each case, to the extent copies thereof are furnished to the Adviser as provided for in Section l (i) above), the limitations set forth in the Act, and the requirements of subchapter M of the Internal Revenue Code of 1986, as amended, in respect of investment companies. (c) The Adviser shall monitor the performance of brokers, dealers and other persons who introduce or execute purchases, sales and other transactions of securities and other investment assets of the Funds. (d) The Adviser shall maintain records relating to portfolio transactions and the placing and allocation of brokerage orders as are required to be maintained by the Trust under the Act, including those required by paragraphs (b)(5), (6) and (9) of Rule 3la-1 promulgated under the Act. The Management Company Adviser shall not prepare and maintain, or cause to be responsible prepared and maintained, in such form, for such periods and in such locations as may be required by applicable law, all documents and records relating to the services provided by the Adviser pursuant to this Agreement required to be prepared and maintained by the Trust pursuant to the rules and regulations of any national, state, or liable local government entity with jurisdiction over the Trust, including the Securities and Exchange Commission and the Internal Revenue Service. The books and records pertaining to the Trust that are in possession of the Adviser shall be the property of the Trust. The Trust, or the Trust's authorized representatives, shall have access to such books and records at all times during the Adviser's normal business hours. Upon the reasonable request of the Trust, copies of any such books and records shall be provided promptly by the Adviser to the Trust or the Trust's authorized representatives. (e) The Adviser shall provide to the Board at each regularly scheduled meeting thereof (or such other meetings as may be requested by the Trust) a report containing an appropriate summary of all changes in the Funds' investment portfolios since the prior report, will inform the Board of important developments affecting the Funds, and on its own initiative will furnish the Board from time to time with such information as it believes appropriate for this purpose, whether concerning the individual issuers whose securities are included in the Funds' investment portfolios, the industries in which these issuers engage, or the economic, social or political conditions prevailing in each country in which the Funds' maintain investments. The Adviser also shall provide the Board with such statistical and analytical information with respect to any securities in the Funds' investment decision made portfolios as the Adviser believes appropriate or as the Board reasonably may request. The Adviser shall provide other persons, in such forms and at such times as the Trust's authorized representatives shall reasonably request, information about portfolio transactions and prices or yield quotations of portfolio securities. (f) The Adviser shall from time to time employ or associate with such persons as it believes to be particularly fitted to assist it in the execution of its duties under this Agreement, the cost of performance of such duties to be borne and paid by a Sub-adviser, whether such decision the Adviser. No obligation may be to purchase, sell or hold such investment. Consistent with the provisions incurred on behalf of the 1940 Act and Trust in any applicable exemption thereto, the Investment Manager may enter into Sub-Advisory Agreements or amend Sub-Advisory Agreements without the approval of the shareholders of the affected Seriessuch respect.

Investment Advisory Duties. (a) The Management Company shall regularly provide each Series of the Fund Trust with investment research, advice and supervision, continuously furnish an investment program and recommend that what securities shall be purchased and sold and what portion of the assets of each Series the Trust shall be held uninvested and shall arrange for the purchase of securities and other investments for the Trust and the sale of securities and other investments held in the portfolio of each Seriesthe Trust. All investment advice furnished by the Management Company to each Series the Trust under this Section 2 shall at all times conform to any requirements imposed by the provisions of the Fund's Articles Trust’s Declaration of Incorporation Trust and Bylaws, the Investment Company Act of 1940, the Investment Advisors Act of 1940 and the rules and regulations promulgated thereunder, any other applicable provisions of law, and the terms of the registration statements of the Fund Trust under the Securities Act of 1933 and the Investment Company Act of 1940, all as from time to time amended. The Management Company shall advise and assist the officers or other agents of the Fund Trust in taking such steps as are necessary or appropriate to carry out the decisions of the Fund's Board board of Directors trustees of the Trust (and any duly appointed committee thereof) with in regard to the foregoing matters and the general conduct of the Fund's Trust’s business. (b) Subject to the provisions of the Investment Company Act of 1940 (the "1940 Act") and any applicable exemptions thereto, the Management Company is authorized, but is under no obligation, to enter into sub-advisory agreements (the "“Sub-Advisory Agreements"”) with one or more sub-advisers subadvisers (each a "Sub-adviser"“Subadviser”) to provide investment advisory services to any Series series of the FundTrust. Each Sub-adviser Subadviser shall have investment discretion with respect to the assets of the Series series assigned to that Sub-adviser Subadviser by the Management Company. The Management Company shall not be responsible or liable with respect to any investment decision made by a Sub-adviser, whether such decision be to purchase, sell or hold such investment. Consistent with the provisions of the Investment Company Act of 1940 Act and any applicable exemption thereto, the Investment Manager Management Company may enter into Sub-Advisory Agreements or amend Sub-Advisory Agreements without the approval of the shareholders of the affected Serieseffected series.

Investment Advisory Duties. (a) The Management Company Investment Manager shall regularly provide each Series of the Fund with investment research, advice and supervision, continuously furnish an investment program and recommend that securities shall be purchased and sold and what portion of the assets of each Series shall be held uninvested and shall arrange for the purchase of securities and other investments for and the sale of securities and other investments held in the portfolio of each Series. All investment advice furnished by the Management Company Investment Manager to each Series under this Section 2 shall at all times conform to any requirements imposed by the provisions of the Fund's Articles ’s Declaration of Incorporation Trust and Bylaws, the Investment Company 1940 Act of 1940 and the rules and regulations promulgated thereunder, and any other applicable provisions of law, and the terms of the registration statements of the Fund under the Securities Act of 1933 and the Investment Company Act of 19401940 Act, all as from time to time amended. The Management Company Investment Manager shall advise and assist the officers or other agents of the Fund in taking such steps as are necessary or appropriate to carry out the decisions of the Fund's ’s Board of Directors Trustees (and any duly appointed committee thereof) with regard to the foregoing matters and the general conduct of the Fund's ’s business. (b) Subject to the provisions of the Investment Company 1940 Act of 1940 (the "1940 Act") and any applicable exemptions thereto, the Management Company Investment Manager is authorized, but is under no obligation, to enter into sub-advisory agreements (the "“Sub-Advisory Agreements"”) with one or more sub-advisers (each a "“Sub-adviser"”) to provide investment advisory services to any Series of the Fund. Each Sub-adviser shall have investment discretion with respect to the assets of the Series assigned to that Sub-adviser by the Management CompanyInvestment Manager. The Management Company Investment Manager shall not be responsible or liable with respect to any investment decision made by a Sub-adviser, whether such decision be to purchase, sell or hold such investment. Consistent with the provisions of the 1940 Act and any applicable exemption thereto, the Investment Manager may enter into Sub-Advisory Agreements or amend Sub-Advisory Agreements without the approval of the shareholders of the affected Series.

Investment Advisory Duties. (a) The Management Company shall regularly provide each Series of the Fund with investment research, advice and supervision, continuously furnish an investment program and recommend that securities shall be purchased and sold and what portion of the assets of each Series the Fund shall be held uninvested and shall arrange for the purchase of securities and other investments for the Fund and the sale of securities and other investments held in the portfolio of each SeriesFund. All investment advice furnished by the Management Company to each Series the Fund under this Section 2 shall at all times conform to any requirements imposed by the provisions of the Fund's Articles of Incorporation and Bylaws, the Investment Company Act of 1940, the Investment Advisors Act of 1940 and the rules and regulations promulgated thereunder, any other applicable provisions of law, and the terms of the registration statements of the Fund under the Securities Act of 1933 and the Investment Company Act of 1940, all as from time to time amended. The Management Company shall advise and assist the officers or other agents of the Fund in taking such steps as are necessary or appropriate to carry out the decisions of the Fund's Board board of Directors directors of the Fund (and any duly appointed committee thereof) with in regard to the foregoing matters and the general conduct of the Fund's business. (b) Subject to the provisions of the Investment Company Act of 1940 (the "1940 Act") and any applicable exemptions thereto, the Management Company is authorized, but is under no obligation, to enter into sub-advisory agreements (the "Sub-Advisory Agreements") with one or more sub-advisers (each a "Sub-adviser") to provide investment advisory services to any Series of the Fund. Each Sub-adviser shall have investment discretion with respect to the assets of the Series assigned to that Sub-adviser by the Management Company. The Management Company shall not be responsible or liable with respect to any investment decision made by a Sub-adviser, whether such decision be to purchase, sell or hold such investment. Consistent with the provisions of the 1940 Act and any applicable exemption thereto, the Investment Manager may enter into Sub-Advisory Agreements or amend Sub-Advisory Agreements without the approval of the shareholders of the affected effected Series.

Investment Advisory Duties. (a) The Management Company shall regularly provide each Series of the Fund with investment research, advice and supervision, continuously furnish an investment program and recommend that what securities shall be purchased and sold and what portion of the assets of each Series the Fund shall be held uninvested and shall arrange for the purchase of securities and other investments for the Fund and the sale of securities and other investments held in the portfolio of each Seriesthe Fund. All investment advice furnished by the Management Company to each Series the Fund under this Section 2 shall at all times conform to any requirements imposed by the provisions of the Fund's ’s Articles of Incorporation and Bylaws, the Investment Company Act of 1940, the Investment Advisors Act of 1940 and the rules and regulations promulgated thereunder, any other applicable provisions of law, and the terms of the registration statements of the Fund under the Securities Act of 1933 and the Investment Company Act of 1940, all as from time to time amended. The Management Company shall advise and assist the officers or other agents of the Fund in taking such steps as are necessary or appropriate to carry out the decisions of the Fund's Board board of Directors directors of the Fund (and any duly appointed committee thereof) with in regard to the foregoing matters and the general conduct of the Fund's ’s business. (b) Subject to the provisions of the Investment Company Act of 1940 (the "1940 Act") and any applicable exemptions thereto, the Management Company is authorized, but is under no obligation, to enter into sub-advisory agreements (the "“Sub-Advisory Agreements"”) with one or more sub-advisers subadvisers (each a "Sub-adviser"“Subadviser”) to provide investment advisory services to any Series series of the Fund. Each Sub-adviser Subadviser shall have investment discretion with respect to the assets of the Series series assigned to that Sub-adviser Subadviser by the Management Company. The Management Company shall not be responsible or liable with respect to any investment decision made by a Sub-adviser, whether such decision be to purchase, sell or hold such investment. Consistent with the provisions of the Investment Company Act of 1940 Act and any applicable exemption thereto, the Investment Manager Management Company may enter into Sub-Advisory Agreements or amend Sub-Advisory Agreements without the approval of the shareholders of the affected Serieseffected series.

Investment Advisory Duties. (a) The Management Company shall regularly provide each Series of the Fund with investment research, advice and supervision, continuously furnish an investment program and recommend that which securities shall be purchased and sold and what portion of the assets of each Series series shall be held uninvested and shall arrange for the purchase of securities and other investments for and the sale of securities and other investments held in the portfolio of each Series. All investment advice furnished by the Management Company to each Series under this Section 2 shall at all times conform to any requirements imposed by the provisions of the Fund's Articles of Incorporation and Bylaws, the 1940 Act, the Investment Company Advisors Act of 1940 and the rules and regulations promulgated thereunder, any other applicable provisions of law, and the terms of the registration statements of the Fund under the Securities Act of 1933 ("1933 Act") and the Investment Company Act of 19401940 Act, all as from time to time amended. The Management Company shall advise and assist the officers or other agents of the Fund in taking such steps as are necessary or appropriate to carry out the decisions of the Fund's Board board of Directors directors of the Fund (and any duly appointed committee thereof) with regard to the foregoing matters and the general conduct of the Fund's business. (b) Subject to the provisions of the Investment Company Act of 1940 (the "1940 Act") and any applicable exemptions thereto, the Management Company is authorized, but is under no obligation, to enter into sub-advisory agreements (the "Sub-Advisory Agreements") with one or more sub-advisers (each a "Sub-adviser") to provide investment advisory services to any Series of the Fund. Each Sub-adviser shall have investment discretion with respect to the assets of the Series assigned to that Sub-adviser by the Management Company. The Management Company shall not be responsible or liable with respect to any investment decision made by a Sub-adviser, whether such decision be to purchase, sell or hold such investment. Consistent with the provisions of the 1940 Act and any applicable exemption thereto, the Investment Manager may enter into Sub-Advisory Agreements or amend Sub-Advisory Agreements without the approval of the shareholders of the affected effected Series.

Investment Advisory Duties. (a) The Management Company shall regularly provide each Series of the Fund Trust with investment research, advice and supervision, continuously furnish an investment program and recommend that what securities shall be purchased and sold and what portion of the assets of each Series the Trust shall be held uninvested and shall arrange for the purchase of securities and other investments for the Trust and the sale of securities and other investments held in the portfolio of each Seriesthe Trust. All investment advice furnished by the Management Company to each Series the Trust under this Section 2 shall at all times conform to any requirements imposed by the provisions of the Fund's Articles Trust’s Declaration of Incorporation Trust and Bylaws, the Investment Company Act of 1940, the Investment Advisors Act of 1940 and the rules and regulations promulgated thereunder, any other applicable provisions of law, and the terms of the registration statements of the Fund Trust under the Securities Act of 1933 and the Investment Company Act of 1940, all as from time to time amended. The Management Company shall advise and assist the officers or other agents of the Fund Trust in taking such steps as are necessary or appropriate to carry out the decisions of the Fund's Board board of Directors trustees of the Trust (and any duly appointed committee thereof) with in regard to the foregoing matters and the general conduct of the Fund's Trust’s business. (b) Subject to the provisions of the Investment Company Act of 1940 (the "1940 Act") and any applicable exemptions thereto, the Management Company is authorized, but is under no obligation, to enter into sub-advisory agreements (the "“Sub-Advisory Agreements"”) with one or more sub-advisers subadvisers (each a "Sub-adviser"“Subadviser”) to provide investment advisory services to any Series of the FundSeries. Each Sub-adviser Subadviser shall have investment discretion with respect to the assets of the Series assigned to that Sub-adviser Subadviser by the Management Company. The Management Company shall not be responsible or liable with respect to any investment decision made by a Sub-adviser, whether such decision be to purchase, sell or hold such investment. Consistent with the provisions of the Investment Company Act of 1940 Act and any applicable exemption thereto, the Investment Manager Management Company may enter into Sub-Advisory Agreements or amend Sub-Advisory Agreements without the approval of the shareholders of the affected Series.

Investment Advisory Duties. Subject to the supervision of the Board of Directors and the Advisor, the Sub-Advisor will, in coordination with the Advisor as described below: (a) The Management Company shall regularly provide each Series a program of continuous investment management for the Fund; (b) recommend investments for the Fund; and (c) place orders to purchase and sell securities for the Fund in accordance with the Fund’s investment researchobjectives, advice policies and supervisionlimitations as stated in the Fund’s current Prospectus and Statement of Additional Information as provided to the Sub-Advisor by the Advisor, continuously furnish an as they may be amended from time to time; provided, that the Advisor shall provide the Sub-Advisor reasonable advance notice of any change to such investment program objectives, policies and recommend that securities shall be purchased limitations. In carrying out its obligations to manage the investments and sold and what portion reinvestments of the assets of each Series shall be held uninvested the Fund, the Sub-Advisor shall: (1) obtain and shall arrange evaluate pertinent economic, statistical, financial and other information affecting the economy generally and individual companies or industries the securities of which are included in the Fund or are under consideration for inclusion therein; (2) formulate and implement a continuous investment program for the purchase of securities Fund consistent with the investment objective and other investments related investment policies for and the sale of securities and other investments held Fund as set forth in the portfolio of each Series. All investment advice furnished by the Management Company to each Series under this Section 2 shall at all times conform to any requirements imposed by the provisions of the Fund's Articles of Incorporation Corporation’s Registration Statement, as amended; and Bylaws, the Investment Company Act of 1940 and the rules and regulations promulgated thereunder, any other applicable provisions of law, and the terms of the registration statements of the Fund under the Securities Act of 1933 and the Investment Company Act of 1940, all as from time to time amended. The Management Company shall advise and assist the officers or other agents of the Fund in taking (3) take such steps as are necessary to implement the aforementioned investment program by purchase and sale of securities including the placing, or appropriate to carry out directing the decisions placement through an affiliate of the Fund's Board Sub-Advisor, of Directors orders for such purchases and sales. The Sub-Advisor further agrees that, in performing its duties hereunder, it will: (and any duly appointed committee thereofa) with regard to its activities under this Agreement, use reasonable efforts to comply in all material respects with the foregoing matters and the general conduct applicable provisions of the 1940 Act, the Advisers Act, and all applicable rules and regulations thereunder, the U.S. Internal Revenue Code of 1986, as amended (the “Code”), and all other applicable federal and state laws and regulations, and with the Fund's business.’s Prospectus and Statement of Additional Information and any applicable procedures adopted by the Directors, as they may be amended from time to time; (b) Subject use reasonable efforts to manage the Fund’s assets in a manner that will not impair its qualification 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 Fund, in accordance with applicable policies expressed in the Fund’s Prospectus and/or Statement of Additional Information or otherwise established through written guidelines established by the Fund and provided to the provisions of the Investment Company Act of 1940 (the "1940 Act") and any applicable exemptions thereto, the Management Company is authorized, but is under no obligation, to enter into sub-advisory agreements (the "Sub-Advisory Agreements"Advisor by the Advisor, including without limitation, Section 4 hereof; (d) with one furnish to the Corporation and the Advisor whatever statistical information the Corporation or more sub-advisers (each a "Sub-adviser") to provide investment advisory services to any Series of the Fund. Each Sub-adviser shall have investment discretion Advisor may reasonably request with respect to the Fund’s assets or investments. In addition, the Sub-Advisor will keep the Corporation, the Advisor and the Directors informed of developments that the Sub-Advisor reasonably believes will materially affect the Fund’s portfolio, and shall, on the Sub-Advisor’s own initiative, furnish to the Corporation from time to time whatever information the Sub-Advisor believes appropriate for this purpose; (e) make available to the Fund’s administrator (the “Administrator”), the Advisor and the Corporation, promptly upon their request, such copies of its investment records and ledgers with respect to the Fund as may reasonably be required to assist the Advisor, the Administrator and the Corporation in their compliance with applicable laws and regulations. The Sub-Advisor will furnish the Directors, the Administrator, the Advisor and the Corporation with such periodic and special reports regarding the Fund as they may reasonably request; (f) meet periodically with the Advisor 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 Advisor and/or the Corporation; (g) immediately notify the Advisor, in writing, of the Series assigned receipt of any notice of a class action proceeding related to that 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-adviser by Advisor shall have no responsibility for filing claims on behalf of the Management Company. The Management Company shall not be responsible Advisor or liable the Corporation with respect to any investment decision made by a such actions. The Sub-adviser, whether Advisor’s responsibility with respect to such decision matters shall be to purchasecomply with the foregoing notification obligations and to cooperate with the Advisor and the Corporation in making such filings, sell which shall include providing any relevant information regarding the Fund’s securities holdings to the Advisor; (h) provide assistance to the Advisor, custodian or hold recordkeeping agent for the Fund in determining or confirming, consistent with the procedures and policies stated in the Corporation’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 Directors 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 investment. Consistent 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 Directors, directors, officers, and/or employees in complying with the provisions of the 1940 Xxxxxxxx-Xxxxx Act of 2002 to the extent such provisions relate to the services to be provided by, and any applicable exemption theretoobligations of, the Investment Manager may enter into Sub-Advisory Agreements or amend Advisor hereunder. Specifically, and without limitation to the foregoing, the Sub-Advisory Agreements without Advisor agrees to provide certifications to the approval principal executive and financial officers of the shareholders Fund that correspond to the drafting and/or filing of the affected SeriesFund’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 Corporation; (j) assist the Fund, and accordingly, the Corporation’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, including with respect to controls related to investments in derivative instruments, 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; additionally, if employees or agents of the Sub-Advisor are determined by the Advisor to be Access Persons, as such term is defined in the Code of Ethics of the Corporation and of the Advisor (the “Code of Ethics”), the Sub-Advisor agrees that such Access Persons shall be subject to, and comply with, the Code of Ethics. (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 Corporation to the extent required by applicable law in the event that the Sub-Advisor or any of its affiliates: (1) becomes aware that it is subject to a statutory disqualification that prevents the Sub-Advisor from serving as an investment advisor pursuant to this Agreement; or (2) becomes aware that it is the subject of an administrative proceeding or enforcement action by the Securities and Exchange Commission (“SEC”) or other regulatory authority. The Sub-Advisor further agrees to notify the Corporation and the Advisor immediately of any material fact known to the Sub-Advisor respecting or relating to the Sub-Advisor that would make any written information previously provided to the Advisor or the Corporation materially inaccurate or incomplete or if any such written information becomes untrue in any material respect; (m) immediately notify the Advisor and the Corporation 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. 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 material non-public information that it may be aware of in making investment decisions for the Fund, nor seek to obtain any such information; (o) use its best judgment and efforts in rendering the advice and services contemplated by this Agreement. The Sub-Advisor shall use the same skill and care in providing services to the Corporation as it uses in providing services to fiduciary accounts for which it has investment responsibility. The Sub-Advisor will comply with all applicable rules and regulations of the Securities and Exchange Commission.

Investment Advisory Duties. (a) The Management Company shall regularly provide each Series of the Fund with investment research, advice and supervision, continuously furnish an investment program and recommend that securities shall be purchased and sold and what portion of the assets of each Series Fund shall be held uninvested and shall arrange for the purchase of securities and other investments for and the sale of securities and other investments held in the portfolio of each SeriesFund. All investment advice furnished by the Management Company to each Series Fund under this Section 2 shall at all times conform to any requirements imposed by the provisions of the Fund's Articles Trust’s Declaration of Incorporation Trust and BylawsBy-laws, the Investment Company Act of 1940 and the rules and regulations promulgated thereunder, any other applicable provisions of law, and the terms of the registration statements of the Fund Funds under the Securities Act of 1933 and the Investment Company Act of 1940, all as from time to time amended. The Management Company shall advise and assist the officers or other agents of the Fund Trust in taking such steps as are necessary or appropriate to carry out the decisions of the Fund's Trust’s Board of Directors Trustees (and any duly appointed committee thereof) with regard to the foregoing matters and the general conduct of the Fund's Trust’s business. (b) Subject to the provisions of the Investment Company Act of 1940 (the "“1940 Act"”) and any applicable exemptions thereto, the Management Company is authorized, but is under no obligation, to enter into sub-advisory agreements (the "“Sub-Advisory Agreements"”) with one or more sub-advisers (each a "“Sub-adviser"”) to provide investment advisory services to any Series of the Fund. Each Sub-adviser shall have investment discretion with respect to the assets of the Series Fund assigned to that Sub-adviser by the Management Company. The Management Company shall not be responsible or liable with respect to any investment decision made by a Sub-adviser, whether such decision be to purchase, sell or hold such investment. Consistent with the provisions of the 1940 Act and any applicable exemption thereto, the Investment Manager may enter into Sub-Advisory Agreements or amend Sub-Advisory Agreements without the approval of the shareholders of the affected SeriesFund.

Investment Advisory Duties. (a) The Management Company shall regularly provide each Series of the Fund with investment research, advice and supervision, continuously furnish an investment program and recommend that what securities shall be purchased and sold and what portion of the assets of each Series the Fund shall be held uninvested and shall arrange for the purchase of securities and other investments for the Fund and the sale of securities and other investments held in the portfolio of each Seriesthe Fund. All investment advice furnished by the Management Company to each Series the Fund under this Section 2 Section2 shall at all times conform to any requirements imposed by the provisions of the Fund's Articles of Incorporation and Bylaws, the Investment Company Act of 1940, the Investment Advisors Act of 1940 and the rules and regulations promulgated thereunder, any other applicable provisions of law, and the terms of the registration statements of the Fund under the Securities Act of 1933 and the Investment Company Act of 1940, all as from time to time amended. The Management Company shall advise and assist the officers or other agents of the Fund in taking such steps as are necessary or appropriate to carry out the decisions of the Fund's Board board of Directors directors of the Fund (and any duly appointed committee thereof) with in regard to the foregoing matters and the general conduct of the Fund's business. (b) Subject to the provisions of the Investment Company Act of 1940 (the "1940 Act") and any applicable exemptions thereto, the Management Company is authorized, but is under no obligation, to enter into sub-advisory agreements (the "Sub-Advisory Agreements") with one or more sub-advisers subadvisers (each a "Sub-adviserSubadviser") to provide investment advisory services to any Series series of the Fund. Each Sub-adviser Subadviser shall have investment discretion with respect to the assets of the Series series assigned to that Sub-adviser Subadviser by the Management Company. The Management Company shall not be responsible or liable with respect to any investment decision made by a Sub-adviser, whether such decision be to purchase, sell or hold such investment. Consistent with the provisions of the Investment Company Act of 1940 Act and any applicable exemption thereto, the Investment Manager Management Company may enter into Sub-Advisory Agreements or amend Sub-Advisory Agreements without the approval of the shareholders of the affected Serieseffected series.

Investment Advisory Duties. Subject to the direction and control of the Trust's Board of Trustees (the "Board"), the Adviser shall manage the investment and reinvestment of the assets of the Funds, and, without limiting the generality of the foregoing, shall provide the management and other services specified below, all in such manner and to such extent as may be authorized by the Board. (a) The Management Company Adviser shall regularly provide each Series of the Fund make decisions with investment researchrespect to all purchases, advice sales and supervision, continuously furnish an investment program and recommend that securities shall be purchased and sold and what portion of the assets of each Series shall be held uninvested and shall arrange for the purchase other transactions of securities and other investments for and investment assets of the sale Funds, including the selection of securities brokers, dealers and other investments held persons to introduce or execute those transactions. To carry out such decisions, the Adviser is authorized, as agent and attorney-in-fact for the Trust, for the account of, at the risk of and in the portfolio of each Series. All investment advice furnished by the Management Company to each Series under this Section 2 shall at all times conform to any requirements imposed by the provisions name of the Fund's Articles Trust, to place orders and issue instructions with respect to those transactions of Incorporation the Funds. In all purchases, sales and Bylawsother transactions in securities or other investment assets for the Funds, the Investment Company Act of 1940 Adviser is authorized to exercise full discretion and act for the rules Trust in the same manner and regulations promulgated thereunderwith the same force and effect as the Trust might or could do with respect to such purchases, any other applicable provisions of law, and the terms of the registration statements of the Fund under the Securities Act of 1933 and the Investment Company Act of 1940, all as from time to time amended. The Management Company shall advise and assist the officers sales or other agents of the Fund in taking such steps transactions, as are well as with respect to all other things necessary or appropriate to carry out the decisions of the Fund's Board of Directors (and any duly appointed committee thereof) with regard incidental to the foregoing matters and the general furtherance or conduct of the Fund's businesssuch purchases, sales or other transactions, subject to paragraph (b) below. (b) Subject to the provisions of the Investment Company Act of 1940 (the "1940 Act") and any applicable exemptions thereto, the Management Company is authorized, but is under no obligation, to enter into sub-advisory agreements (the "Sub-Advisory Agreements") with one or more sub-advisers (each a "Sub-adviser") to provide investment advisory services to any Series of the Fund. Each Sub-adviser shall have investment discretion In making decisions with respect to the all purchases, sales and other transactions of securities and other investment assets of the Series assigned Funds the Adviser shall follow and comply with the investment objectives of the Funds, the policies set forth from time to that Sub-adviser time by the Management CompanyBoard (to the extent communicated to the Adviser in writing or at a Board meeting attended by a representative of the Adviser), the limitations imposed by the Trust's Trust Instrument and Bylaws, the Trust's Registration Statement and the Funds' Prospectuses (in each case, to the extent copies thereof are furnished to the Adviser as provided for in Section 1(i) above), the limitations set forth in the Act, and the requirements of subchapter M of the Internal Revenue Code of 1986, as amended, in respect of investment companies. (c) The Adviser shall monitor the performance of brokers, dealers and other persons who introduce or execute purchases, sales and other transactions of securities and other investment assets of the Funds. (d) The Adviser shall maintain records relating to portfolio transactions and the placing and allocation of brokerage orders as are required to be maintained by the Trust under the Act, including those required by paragraphs (b)(5), (6) and (9) of Rule 31a-1 promulgated under the Act. The Management Company Adviser shall prepare and maintain, or cause to be prepared and maintained, in such form, for such periods and in such locations as may be required by applicable law, all documents and records relating to the services provided by the Adviser pursuant to this Agreement required to be prepared and maintained by the Trust pursuant to the rules and regulations of any national, state, or local government entity with jurisdiction over the Trust, including the Securities and Exchange Commission and the Internal Revenue Service. The books and records pertaining to the Trust that are in possession of the Adviser shall be the property of the Trust. The Trust, or the Trust's authorized representatives, shall have access to such books and records at all times during the Adviser's normal business hours. Upon the reasonable request of the Trust, copies of any such books and records shall be provided promptly by the Adviser to the Trust or the Trust's authorized representatives. (e) The Adviser shall determine in its sole discretion the propriety of (i) honoring requests for orders to purchase Fund shares "in kind" for consideration consisting of securities determined to be suitable to purchase, (ii) honoring requests by shareholders for proceeds upon redemption of Fund shares to be paid "in kind" by delivery of portfolio securities, and (iii) paying redemption proceeds "in kind" even though not requested by a Fund shareholder. (f) The Adviser shall provide to the Board at each regularly scheduled meeting thereof (or such other meetings as may be responsible requested by the Trust) a report containing an appropriate summary of all changes in the Funds' investment portfolios since the prior report, will inform the Board of important developments affecting the Funds, and on its own initiative will furnish the Board from time to time with such information as it believes appropriate for this purpose, whether concerning the individual issuers whose securities are included in the Funds' investment portfolios, the industries in which these issuers engage, or liable the economic, social or political conditions prevailing in each country in which the Funds' maintain investments. The Adviser also shall provide the Board with such statistical and analytical information with respect to any securities in the Funds' investment decision made portfolios as the Adviser believes appropriate or as the Board reasonably may request. The Adviser shall provide other persons, in such forms and at such times as the Trust's authorized representatives shall reasonably request, information about portfolio transactions and prices or yield quotations of portfolio securities. (g) The Adviser shall from time to time employ or associate with such persons as it believes to be particularly fitted to assist it in the execution of its duties under this Agreement, the cost of performance of such duties to be borne and paid by a Sub-adviser, whether such decision the Adviser. No obligation may be to purchase, sell or hold such investment. Consistent with the provisions incurred on behalf of the 1940 Act and Trust in any applicable exemption thereto, the Investment Manager may enter into Sub-Advisory Agreements or amend Sub-Advisory Agreements without the approval of the shareholders of the affected Seriessuch respect.