Common use of Investment Advisory Duties Clause in Contracts

Investment Advisory Duties. Subject to the supervision of the Board of Trustees of the Trust and the Manager, the Subadviser will, in coordination with the Manager, (a) provide a program of continuous investment management for the portion of the Fund allocated by the Manager to the Subadviser (the "Subadviser's Portfolio") for management in accordance with the Fund's investment objectives, policies and limitations as stated in the Fund's Prospectus and Statement of Additional Information included as part of the Trust's Registration Statement on behalf of the Fund filed with the Securities and Exchange Commission, as they may be amended from time to time, copies of which shall be provided to the Subadviser by the Manager; (b) make investment decisions for the Subadviser's Portfolio; and (c) place orders to purchase and sell securities for the Subadviser's Portfolio. In particular, the Subadviser will be responsible for the market timing of purchases and sales and for all yield enhancement strategies used in managing the Subadviser's Portfolio. In performing its investment management services to the Fund hereunder, the Subadviser will provide the Fund with ongoing investment guidance and policy direction, including oral and written research, analysis, advice, statistical and economic data and judgments regarding individual investments, general economic conditions and trends and long-range investment policy, with respect, in all cases, to the Subadviser's Portfolio. The Subadviser will determine the securities, instruments, repurchase agreements, options and other investments and techniques that the Subadviser's Portfolio will purchase, sell, enter into or use, and will provide an ongoing evaluation of the Subadviser's Portfolio. The Subadviser will determine what portion of the Subadviser's Portfolio shall be invested in securities and other assets. The Subadviser further agrees that, in performing its duties hereunder, it will:

Investment Advisory Duties. Subject to the supervision of the Board of Trustees of the Portfolio Trust and the ManagerAdviser, the Subadviser will, in coordination with the Manager, will (a) provide a program of continuous investment management for the portion of the Fund allocated by the Manager to the Subadviser (the "Subadviser's Portfolio") for management Portfolio Series in accordance with the FundPortfolio Series's investment objectives, policies and limitations as stated in the Fund's Prospectus and Statement of Additional Information included as part of the Portfolio Trust's Registration Statement registration statement on behalf of the Fund Form N-1A as filed with the Securities and Exchange CommissionCommission ("SEC"), as they it may be amended from time to timetime (the "Registration Statement"), copies of which shall be provided to the Subadviser by the ManagerPortfolio Trust; (b) make investment decisions for the Subadviser's PortfolioPortfolio Series; and (c) place orders to purchase and sell securities for the Subadviser's PortfolioPortfolio Series. In particular, the Subadviser will be responsible for the market timing of purchases and sales and for all yield enhancement strategies used in managing the SubadviserPortfolio Series's Portfolioinvestment portfolio. In performing its investment management services to the Fund Portfolio Series hereunder, the Subadviser will provide the Fund Portfolio Series with ongoing investment guidance and policy direction, including oral and written research, analysis, advice, statistical and economic data and judgments regarding individual investments, general economic conditions and trends and long-range investment policy, with respect, in all cases, to the Subadviser's Portfolio. The Subadviser will determine the securities, instruments, repurchase agreements, options and other investments and techniques that the Subadviser's Portfolio Series will purchase, sell, enter into or use, and will provide an ongoing evaluation of the SubadviserPortfolio Series's Portfolioportfolio. The Subadviser will determine what portion of the SubadviserPortfolio Series's Portfolio portfolio shall be invested in securities and other assets. The Subadviser further agrees that, in performing its duties hereunder, it will:

Investment Advisory Duties. Subject to the supervision of the Board of Trustees Directors of the Trust and the ManagerFund, the Subadviser Adviser will, in coordination with the Manager, (a) provide a program of continuous investment management for the portion of the Fund allocated by the Manager to the Subadviser (the "Subadviser's Portfolio") for management Portfolios in accordance with the Fund's Portfolios' investment objectives, policies and limitations as stated in the Fundeach Portfolio's Prospectus and Statement of Additional Information included as part of the TrustFund's Registration Statement on behalf of the Fund filed with the Securities and Exchange Commission, as they may be amended from time to time, copies of which shall be provided to the Subadviser Adviser by the ManagerFund; (b) make investment decisions for the Subadviser's PortfolioFunds; and (c) place orders to purchase and sell securities for the Subadviser's Portfolio. In particular, the Subadviser will be responsible for the market timing of purchases and sales and for all yield enhancement strategies used in managing the Subadviser's PortfolioPortfolios. In performing its investment management services to the Fund Portfolios hereunder, the Subadviser Adviser will provide the Fund Portfolios with ongoing investment guidance and policy direction, including oral and written research, analysis, advice, statistical and economic data and judgments regarding individual investments, general economic conditions and trends and long-range investment policy, with respect, in all cases, to the Subadviser's Portfolio. The Subadviser Adviser will determine the securities, instruments, repurchase agreements, options options, futures and other investments and techniques that the Subadviser's Portfolio Portfolios will purchase, sell, enter into or use, and will provide prove an ongoing evaluation of the Subadviser's PortfolioPortfolios' investments. The Subadviser Adviser will determine what portion of the Subadviser's Portfolio Portfolios' investments shall be invested in securities and other assets, and what portion, if any, should be held uninvested. The Subadviser Adviser shall furnish to the Fund adequate (i) office space, which may be space within the offices of Adviser or in such other place as may be agreed upon from time to time and (ii) office furnishings, facilities and equipment as may be reasonably required for managing the corporate affairs and conducting the business of the Fund, including complying with the corporate reporting requirements of the various states in which the Fund does business, and conducting correspondence and other communications with the stockholders of the Fund. The Adviser shall employ or provide and compensate the executive, secretarial and clerical personnel necessary to provide such services. Subject to the approval of the Fund's Board of Directors (including a majority of the Directors who are not "interested persons" of the Fund as defined in the 0000 Xxx) and of the shareholders of the Fund, the Adviser may delegate to a sub-adviser some or all of its duties enumerated in Section 2 hereof. The Adviser shall continue to supervise the performance of any such sub-adviser and shall report regularly thereon to the Fund's Board of Directors. The Adviser further agrees that, in performing its duties hereunder, it will:

Investment Advisory Duties. Subject to the supervision of the Board of Trustees of the Trust and the ManagerTrust, the Subadviser Adviser will, in coordination with the Manager, (a) provide a program of continuous investment management for the portion of the Fund allocated by the Manager to the Subadviser (the "Subadviser's Portfolio") for management in accordance with the Fund's ’s investment objectives, policies and limitations as stated in the Fund's Prospectus ’s Prospectus(es) and Statement of Additional Information included as part of the Trust's ’s Registration Statement on behalf of the Fund filed with the Securities and Exchange Commission, as they may be amended from time to time, copies of which shall be provided to the Subadviser Adviser by the ManagerTrust; (b) make asset allocation and investment decisions for the Subadviser's PortfolioFund; and (c) place orders to purchase and sell securities for the Subadviser's Portfolio. In particular, the Subadviser will be responsible for the market timing of purchases and sales and for all yield enhancement strategies used in managing the Subadviser's PortfolioFund. In performing its investment management services to the Fund hereunder, the Subadviser Adviser will provide the Fund with ongoing investment guidance and policy direction, including oral and written research, analysis, advice, statistical and economic data data, and judgments regarding individual investments, general economic conditions and trends and long-range investment policy, with respect, in all cases, to the Subadviser's Portfolio. The Subadviser Adviser will determine the securities, instruments, repurchase agreements, options options, futures and other investments and techniques that the Subadviser's Portfolio Fund will purchase, sell, enter into or use, and will provide an ongoing evaluation of the Subadviser's PortfolioFund’s investments. The Subadviser Adviser will determine what portion of the Subadviser's Portfolio Fund’s investments shall be invested in securities and other assets, and what portion, if any, should be held uninvested. The Subadviser Adviser shall furnish to the Trust adequate (i) office space, which may be space within the offices of the Adviser or in such other places as may be agreed upon from time to time, and (ii) office furnishings, facilities and equipment as may be reasonably required for managing the corporate affairs and conducting the business of the Trust, including complying with the corporate reporting requirements of the various states in which the Trust does business, and conducting correspondence and other communications with the stockholders of the Trust. Except as otherwise provided in Section 4, the Adviser shall employ or provide and compensate the executive, secretarial and clerical personnel necessary to provide such services. Subject to the approval of the Trust’s Board of Trustees (including a majority of the Trustees who are not “interested persons” of the Trust as defined in the 1940 Act), the Adviser may delegate to one or more sub-advisers any of its duties enumerated in Section 2 hereof. The Adviser shall continue to supervise the performance of any such sub-adviser and shall report regularly thereon to the Trust’s Board of Trustees. The Adviser further agrees that, in performing its duties hereunder, it will:

Investment Advisory Duties. Subject to the supervision of the Board of Trustees of the Trust and the ManagerFund, the Subadviser Adviser will, in coordination with the Manager, (a) provide a program of continuous investment management for the portion of the Fund allocated by the Manager to the Subadviser (the "Subadviser's Portfolio") for management Portfolios in accordance with the Fund's Portfolios' investment objectives, policies and limitations as stated in the Fundeach Portfolio's Prospectus Prospectus(es) and Statement Statement(s) of Additional Information included as part of the TrustFund's Registration Statement on behalf of the Fund filed with the Securities and Exchange Commission, as they may be amended from time to time, copies of which shall be provided to the Subadviser Adviser by the ManagerFund; (b) make asset allocation and investment decisions for the Subadviser's PortfolioPortfolios; and (c) place orders to purchase and sell securities for the Subadviser's Portfolio. In particular, the Subadviser will be responsible for the market timing of purchases and sales and for all yield enhancement strategies used in managing the Subadviser's PortfolioPortfolios. In performing its investment management services to the Fund Portfolios hereunder, the Subadviser Adviser will provide the Fund Portfolios with ongoing investment guidance and policy direction, including oral and written research, analysis, advice, statistical and economic data data, and judgments regarding individual investments, general economic conditions and trends and long-range investment policy, with respect, in all cases, to the Subadviser's Portfolio. The Subadviser Adviser will determine the securities, instruments, repurchase agreements, options options, futures and other investments and techniques that the Subadviser's Portfolio Portfolios will purchase, sell, enter into or use, and will provide an ongoing evaluation of the Subadviser's PortfolioPortfolios' investments. The Subadviser Adviser will determine what portion of the Subadviser's Portfolio Portfolios' investments shall be invested in securities and other assets, and what portion, if any, should be held uninvested. The Subadviser Adviser shall furnish to the Fund adequate (i) office space, which may be space within the offices of the Adviser or in such other places as may be agreed upon from time to time, and (ii) office furnishings, facilities and equipment as may be reasonably required for managing the corporate affairs and conducting the business of the Fund, including complying with the corporate reporting requirements of the various states in which the Fund does business, and conducting correspondence and other communications with the stockholders of the Fund. Except as otherwise provided in Section 4, the Adviser shall employ or provide and compensate the executive, secretarial and clerical personnel necessary to provide such services. Subject to the approval of the Fund's Board of Trustees (including a majority of the Trustees who are not "interested persons" of the Fund as defined in the 1940 Act), the Adviser may delegate to one or more sub-advisers any of its duties enumerated in Section 2 hereof. The Adviser shall continue to supervise the performance of any such sub-adviser and shall report regularly thereon to the Fund's Board of Trustees. The Adviser further agrees that, in performing its duties hereunder, it will:

Investment Advisory Duties. Subject to the supervision of the Board of Trustees of the Trust and the ManagerFund, the Subadviser Adviser will, in coordination with the Manager, (a) provide a program of continuous investment management for the portion of the Fund allocated by the Manager to the Subadviser (the "Subadviser's Portfolio") for management Portfolios in accordance with the Fund's Portfolios' investment objectives, policies and limitations as stated in the Fundeach Portfolio's Prospectus and Statement of Additional Information included as part of the TrustFund's Registration Statement on behalf of the Fund filed with the Securities and Exchange Commission, as they may be amended from time to time, copies of which shall be provided to the Subadviser Adviser by the ManagerFund; (b) make investment decisions for the Subadviser's PortfolioPortfolios; and (c) place orders to purchase and sell securities for the Subadviser's Portfolio. In particular, the Subadviser will be responsible for the market timing of purchases and sales and for all yield enhancement strategies used in managing the Subadviser's PortfolioPortfolios. In performing its investment management services to the Fund Portfolios hereunder, the Subadviser Adviser will provide the Fund Portfolios with ongoing investment guidance and policy direction, including oral and written research, analysis, advice, statistical and economic data data, and judgments regarding individual investments, general economic conditions and trends and long-range investment policy, with respect, in all cases, to the Subadviser's Portfolio. The Subadviser Adviser will determine the securities, instruments, repurchase agreements, options options, futures and other investments and techniques that the Subadviser's Portfolio Portfolios will purchase, sell, enter into or use, and will provide an ongoing evaluation of the Subadviser's PortfolioPortfolios' investments. The Subadviser Adviser will determine what portion of the Subadviser's Portfolio Portfolios' investments shall be invested in securities and other assets, and what portion, if any, should be held uninvested. The Subadviser Adviser shall furnish to the Fund adequate (i) office space, which may be space within the offices of the Adviser or in such other places as may be agreed upon from time to time, and (ii) office furnishings, facilities and equipment as may be reasonably required for managing the corporate affairs and conducting the business of the Fund, including complying with the corporate reporting requirements of the various states in which the Fund does business, and conducting correspondence and other communications with the stockholders of the Fund. The Adviser shall employ or provide and compensate the executive, secretarial and clerical personnel necessary to provide such services. Subject to the approval of the Fund's Board of Trustees (including a majority of the Trustees who are not "interested persons" of the Fund as defined in the 1940 Act) and of the shareholders of the Fund, the Adviser may delexxxx xx a sub-adviser its duties enumerated in Section 2 hereof. The Adviser shall continue to supervise the performance of any such sub-adviser and shall report regularly thereon to the Fund's Board of Trustees. The Adviser further agrees that, in performing its duties hereunder, it will:

Investment Advisory Duties. Subject to the supervision of the Board of Trustees Directors of the Trust and the ManagerFund, the Subadviser Adviser will, in coordination with the Manager, (a) provide a program of continuous investment management for the portion of the Fund allocated by the Manager to the Subadviser (the "Subadviser's Portfolio") for management Portfolios in accordance with the Fund's Portfolios' investment objectives, policies and limitations as stated in the Fundeach Portfolio's Prospectus prospectus and Statement of Additional Information included as part of the TrustFund's Registration Statement on behalf of the Fund filed with the Securities and Exchange Commission, as they may be amended from time to time, copies of which shall be provided to the Subadviser Adviser by the ManagerFund; (b) make investment decisions for the Subadviser's PortfolioPortfolios; and (c) place orders to purchase and sell securities for the Subadviser's Portfolio. In particular, the Subadviser will be responsible for the market timing of purchases and sales and for all yield enhancement strategies used in managing the Subadviser's PortfolioPortfolios. In performing its investment management services to the Fund Portfolios hereunder, the Subadviser Adviser will provide the Fund Portfolios with ongoing investment guidance and policy direction, including oral and written research, analysis, advice, statistical and economic data and judgments regarding individual investments, general economic conditions and trends and long-range investment policy, with respect, in all cases, to the Subadviser's Portfolio. The Subadviser Adviser will determine the securities, instruments, repurchase agreements, options options, futures and other investments and techniques that the Subadviser's Portfolio Portfolios will purchase, sell, enter into or use, and will provide an ongoing evaluation of the Subadviser's PortfolioPortfolios' investments. The Subadviser Adviser will determine what portion of the Subadviser's Portfolio Portfolios' investments shall be invested in securities and other assets, and what portion, if any, should be held uninvested. The Subadviser Adviser shall furnish to the Fund adequate (i) office space, which may be space within the offices of the Adviser or in such other places as may be agreed upon from time to time and (ii) office furnishings, facilities and equipment as may be reasonably required for managing the corporate affairs and conducting the business of the Fund, including complying with the corporate reporting requirements of the various states in which the Fund does business, and conducting correspondence and other communications with the stockholders of the Fund. The Adviser shall employ or provide and compensate the executive, secretarial and clerical personnel necessary to provide such services. Subject to the approval of the Board of Directors (including a majority of the Fund's Directors who are not "interested persons" of the Fund as defined in the 1940 Act) and of the shareholders ox xxx Xund, the Adviser may delegate to a sub=adviser its duties enumerated in Section 2 hereof. The Adviser shall continue to supervise the performance of any such sub-adviser and shall report regularly thereon to the Fund's Board of Directors. The Adviser further agrees that, in performing its duties hereunder, it will:

Investment Advisory Duties. Subject to the supervision of the Board of Trustees of the Trust and the ManagerFund, the Subadviser Adviser will, in coordination with the Manager, (a) provide a program of continuous investment management for the portion of the Fund allocated by the Manager to the Subadviser (the "Subadviser's Portfolio") for management Portfolios in accordance with the Fund's Portfolios' investment objectives, policies and limitations as stated in the Fundeach Portfolio's Prospectus and Statement of Additional Information included as part of the TrustFund's Registration Statement on behalf of the Fund filed with the Securities and Exchange Commission, as they may be amended from time to time, copies of which shall be provided to the Subadviser Adviser by the ManagerFund; (b) make investment decisions for the Subadviser's PortfolioPortfolios; and (c) place orders to purchase and sell securities for the Subadviser's Portfolio. In particular, the Subadviser will be responsible for the market timing of purchases and sales and for all yield enhancement strategies used in managing the Subadviser's PortfolioPortfolios. In performing its investment management services to the Fund Portfolios hereunder, the Subadviser Adviser will provide the Fund Portfolios with ongoing investment guidance and policy direction, including oral and written research, analysis, advice, statistical and economic data data, and judgments regarding individual investments, general economic conditions and trends and long-range investment policy, with respect, in all cases, to the Subadviser's Portfolio. The Subadviser Adviser will determine the securities, instruments, repurchase agreements, options options, futures and other investments and techniques that the Subadviser's Portfolio Portfolios will purchase, sell, enter into or use, and will provide an ongoing evaluation of the Subadviser's PortfolioPortfolios' investments. The Subadviser Adviser will determine what portion of the Subadviser's Portfolio Portfolios' investments shall be invested in securities and other assets, and what portion, if any, should be held uninvested. The Subadviser Adviser shall furnish to the Fund adequate (i) office space, which may be space within the offices of the Adviser or in such other places as may be agreed upon from time to time, and (ii) office furnishings, facilities and equipment as may be reasonably required for managing the corporate affairs and conducting the business of the Fund, including complying with the corporate reporting requirements of the various states in which the Fund does business, and conducting correspondence and other communications with the stockholders of the Fund. The Adviser shall employ or provide and compensate the executive, secretarial and clerical personnel necessary to provide such services. Subject to the approval of the Fund's Board of Trustees (including a majority of the Trustees who are not "interested persons" of the Fund as defined in the 1940 Act) and of the sharehxxxxxx xf the Fund, the Adviser may delegate to a sub-adviser its duties enumerated in Section 2 hereof. The Adviser shall continue to supervise the performance of any such sub-adviser and shall report regularly thereon to the Fund's Board of Trustees. The Adviser further agrees that, in performing its duties hereunder, it will:

Investment Advisory Duties. Subject to the supervision of the Board of Trustees Directors of the Trust and the ManagerFund, the Subadviser Adviser will, in coordination with the Manager, (a) provide a program of continuous investment management for the portion of the Fund allocated by the Manager to the Subadviser (the "Subadviser's Portfolio") for management Portfolios in accordance with the Fund's Portfolios' investment objectives, policies and limitations as stated in the Fundeach Portfolio's Prospectus prospectus and Statement of Additional Information included as part of the TrustFund's Registration Statement on behalf of the Fund filed with the Securities and Exchange Commission, as they may be amended from time to time, copies of which shall be provided to the Subadviser Adviser by the ManagerFund; (b) make investment decisions for the Subadviser's PortfolioPortfolios; and (c) place orders to purchase and sell securities for the Subadviser's Portfolio. In particular, the Subadviser will be responsible for the market timing of purchases and sales and for all yield enhancement strategies used in managing the Subadviser's PortfolioPortfolios. In performing its investment management services to the Fund Portfolios hereunder, the Subadviser Adviser will provide the Fund Portfolios with ongoing investment guidance and policy direction, including oral and written research, analysis, advice, statistical and economic data and judgments regarding individual investments, general economic conditions and trends and long-range investment policy, with respect, in all cases, to the Subadviser's Portfolio. The Subadviser Adviser will determine the securities, instruments, repurchase agreements, options options, futures and other investments and techniques that the Subadviser's Portfolio Portfolios will purchase, sell, enter into or use, and will provide an ongoing evaluation of the Subadviser's PortfolioPortfolios' investments. The Subadviser Adviser will determine what portion of the Subadviser's Portfolio Portfolios' investments shall be invested in securities and other assets, and what portion, if any, should be held uninvested. The Subadviser Adviser shall furnish to the Fund adequate (i) office space, which may be space within the offices of the Adviser or in such other places as may be agreed upon from time to time and (ii) office furnishings, facilities and equipment as may be reasonably required for managing the corporate affairs and conducting the business of the Fund, including complying with the corporate reporting requirements of the various states in which the Fund does business, and conducting correspondence and other communications with the stockholders of the Fund. The Adviser shall employ or provide and compensate the executive, secretarial and clerical personnel necessary to provide such services. Subject to the approval of the Board of Directors (including a majority of the Fund's Directors who are not "interested persons" of the Fund as defined in the 1940 Act) xxx xx the shareholders of the Fund, the Adviser may delegate to a sub=adviser its duties enumerated in Section 2 hereof. The Adviser shall continue to supervise the performance of any such sub-adviser and shall report regularly thereon to the Fund's Board of Directors. The Adviser further agrees that, in performing its duties hereunder, it will:

Investment Advisory Duties. Subject to the supervision of the Board of Trustees of the Trust and the ManagerTrust, the Subadviser Adviser will, in coordination with the Manager, (a) provide a program of continuous investment management for the portion of the each Fund allocated by the Manager to the Subadviser (the "Subadviser's Portfolio") for management in accordance with the Fund's ’s investment objectives, policies and limitations as stated in the Fund's Prospectus ’s Prospectus(es) and Statement of Additional Information included as part of the Trust's Registration Statement on behalf of the Fund filed with the Securities and Exchange Commission, as they may be amended from time to time, copies of which shall be provided to the Subadviser Adviser by the ManagerTrust; (b) make asset allocation and investment decisions for the Subadviser's Portfolioeach Fund; and (c) place orders to purchase and sell securities for the Subadviser's Portfolio. In particular, the Subadviser will be responsible for the market timing of purchases and sales and for all yield enhancement strategies used in managing the Subadviser's Portfolioeach Fund. In performing its investment management services to the Fund hereunder, the Subadviser Adviser will provide the Fund with ongoing investment guidance and policy direction, including oral and written research, analysis, advice, statistical and economic data data, and judgments regarding individual investments, general economic conditions and trends and long-range investment policy, with respect, in all cases, to the Subadviser's Portfolio. The Subadviser Adviser will determine the securities, instruments, repurchase agreements, options options, futures and other investments and techniques that the Subadviser's Portfolio each Fund will purchase, sell, enter into or use, and will provide an ongoing evaluation of the Subadviser's Portfolioeach Fund’s investments. The Subadviser Adviser will determine what portion of the Subadviser's Portfolio each Fund’s investments shall be invested in securities and other assets, and what portion, if any, should be held uninvested. The Subadviser Adviser shall furnish to the Trust adequate (i) office space, which may be space within the offices of the Adviser or in such other places as may be agreed upon from time to time, and (ii) office furnishings, facilities and equipment as may be reasonably required for managing the corporate affairs and conducting the business of the Trust, including complying with the corporate reporting requirements of the various states in which the Trust does business, and conducting correspondence and other communications with the stockholders of the Trust. Except as otherwise provided in Section 4, the Adviser shall employ or provide and compensate the executive, secretarial and clerical personnel necessary to provide such services. Subject to the approval of the Trust's Board of Trustees (including a majority of the Trustees who are not "interested persons" of the Trust as defined in the 1940 Act), the Adviser may delegate to one or more sub-advisers any of its duties enumerated in Section 2 hereof. The Adviser shall continue to supervise the performance of any such sub-adviser and shall report regularly thereon to the Trust's Board of Trustees. The Adviser further agrees that, in performing its duties hereunder, it will:

Investment Advisory Duties. Subject to the supervision of the Board of Trustees of the Trust and the Manager, the Subadviser Sub-adviser will, in coordination with the Manager, (a) provide a program of continuous investment management for the portion of the Fund allocated by the Manager to the Subadviser (the "Subadviser's Portfolio") for management Portfolio in accordance with the Fund's Portfolio’s investment objectives, policies and limitations as stated in the Fund's Portfolio’s Prospectus and Statement of Additional Information included as part of the Trust's ’s Registration Statement on behalf of the Fund Portfolio filed with the Securities and Exchange CommissionCommission (the “SEC”), as they it may be amended from time to timetime (the “Registration Statement”), copies of which shall be provided to the Subadviser Sub-adviser by the Manager; (b) make investment decisions for the Subadviser's Portfolio; and (c) place orders to purchase and sell securities for the Subadviser's Portfolio. In particular, the Subadviser Sub-adviser will be responsible for the market timing of purchases and sales in the market and for all yield or other return enhancement strategies used in managing the Subadviser's Portfolio. To carry out its duties under this Section 2, the Sub-adviser will exercise full discretion, subject to the terms of this Sub-advisory Agreement, and act for the Portfolio in the same manner and with the same force and effect as the Trust or Manager might or could do with respect to purchases, sales or other investment transactions, as well as with respect to all other things necessary or incidental to the furtherance or conduct of such purchases, sales or other transactions. The Sub-adviser, when fulfilling its duties under this Section 2, shall not be required to consider the activities of any other sub-adviser of the Portfolio or the Trust. In performing its investment management services to the Fund Portfolio hereunder, the Subadviser Sub-adviser will provide the Fund Portfolio with ongoing investment guidance and policy direction, including oral and written research, analysis, advice, statistical and economic data and judgments regarding individual investments, general economic conditions and trends and long-range investment policy, with respect, in all cases, to the Subadviser's Portfolio. The Subadviser Sub-adviser will determine the securities, instruments, repurchase agreements, options and other investments and techniques that the Subadviser's Portfolio will purchase, sell, enter into or use, and will provide an ongoing evaluation of the Subadviser's PortfolioPortfolio to the Manager and the Trust. The Subadviser Sub-adviser will determine what portion of the Subadviser's Portfolio shall be invested in securities and other assets. However, if the Manager specifies that the Sub-adviser shall be responsible solely for providing such services as are set forth herein with respect only to a portion of the Portfolio’s assets, the Sub-adviser shall provide all such services as described herein with respect to the whole Portfolio, but solely with respect to such portion of the Portfolio’s assets as directed by the Manager. The Subadviser Sub-adviser further agrees that, in performing its duties hereunder, it will:

Investment Advisory Duties. Subject to the supervision of the Board of Trustees of the Trust and the ManagerFund, the Subadviser Adviser will, in coordination with the Manager, (a) provide a program of continuous investment management for the portion of the Fund allocated by the Manager to the Subadviser (the "Subadviser's Portfolio") for management Portfolios in accordance with the Fund's Portfolios' investment objectives, policies and limitations as stated in the Fundeach Portfolio's Prospectus and Statement of Additional Information included as part of the TrustFund's Registration Statement on behalf of the Fund filed with the Securities and Exchange Commission, as they may be amended from time to time, copies of which shall be provided to the Subadviser Adviser by the ManagerFund; (b) make investment decisions for the Subadviser's PortfolioPortfolios; and (c) place orders to purchase and sell securities for the Subadviser's Portfolio. In particular, the Subadviser will be responsible for the market timing of purchases and sales and for all yield enhancement strategies used in managing the Subadviser's PortfolioPortfolios. In performing its investment management services to the Fund Portfolios hereunder, the Subadviser Adviser will provide the Fund Portfolios with ongoing investment guidance and policy direction, including oral and written research, analysis, advice, statistical and economic data data, and judgments regarding individual investments, general economic conditions and trends and long-range investment policy, with respect, in all cases, to the Subadviser's Portfolio. The Subadviser Adviser will determine the securities, instruments, repurchase agreements, options options, futures and other investments and techniques that the Subadviser's Portfolio Portfolios will purchase, sell, enter into or use, and will provide an ongoing evaluation of the Subadviser's PortfolioPortfolios' investments. The Subadviser Adviser will determine what portion of the Subadviser's Portfolio Portfolios' investments shall be invested in securities and other assets, and what portion, if any, should be held uninvested. The Subadviser Adviser shall furnish to the Fund adequate (i) office space, which may be space within the offices of the Adviser or in such other places as may be agreed upon from time to time, and (ii) office furnishings, facilities and equipment as may be reasonably required for managing the corporate affairs and conducting the business of the Fund, including complying with the corporate reporting requirements of the various states in which the Fund does business, and conducting correspondence and other communications with the stockholders of the Fund. The Adviser shall employ or provide and compensate the executive, secretarial and clerical personnel necessary to provide such services. Subject to the approval of the Fund's Board of Trustees (including a majority of the Trustees who are not "interested persons" of the Fund as defined in the 0000 Xxx) and of the shareholders of the Fund, the Adviser may delegate to a sub-adviser its duties enumerated in Section 2 hereof. The Adviser shall continue to supervise the performance of any such sub-adviser and shall report regularly thereon to the Fund's Board of Trustees. The Adviser further agrees that, in performing its duties hereunder, it will:

Investment Advisory Duties. Subject to the supervision of the Board of Trustees Directors of the Trust and the ManagerFund, the Subadviser Adviser will, in coordination with the Manager, (a) provide a program of continuous investment management for the portion of the Fund allocated by the Manager to the Subadviser (the "Subadviser's Portfolio") for management Portfolios in accordance with the Fund's Portfolios' investment objectives, policies and limitations as stated in the Fundeach Portfolio's Prospectus prospectus and Statement of Additional Information included as part of the TrustFund's Registration Statement on behalf of the Fund filed with the Securities and Exchange Commission, as they may be amended from time to time, copies of which shall be provided to the Subadviser Adviser by the ManagerFund; (b) make investment decisions for the Subadviser's PortfolioPortfolios; and (c) place orders to purchase and sell securities for the Subadviser's Portfolio. In particular, the Subadviser will be responsible for the market timing of purchases and sales and for all yield enhancement strategies used in managing the Subadviser's PortfolioPortfolios. In performing its investment management services to the Fund Portfolios hereunder, the Subadviser Adviser will provide the Fund Portfolios with ongoing investment guidance and policy direction, including oral and written research, analysis, advice, statistical and economic data and judgments regarding individual investments, general economic conditions and trends and long-range investment policy, with respect, in all cases, to the Subadviser's Portfolio. The Subadviser Adviser will determine the securities, instruments, repurchase agreements, options options, futures and other investments and techniques that the Subadviser's Portfolio Portfolios will purchase, sell, enter into or use, and will provide an ongoing evaluation of the Subadviser's PortfolioPortfolios' investments. The Subadviser Adviser will determine what portion of the Subadviser's Portfolio Portfolios' investments shall be invested in securities and other assets, and what portion, if any, should be held uninvested. The Subadviser Adviser shall furnish to the Fund adequate (i) office space, which may be space within the offices of the Adviser or in such other places as may be agreed upon from time to time and (ii) office furnishings, facilities and equipment as may be reasonably required for managing the corporate affairs and conducting the business of the Fund, including complying with the corporate reporting requirements of the various states in which the Fund does business, and conducting correspondence and other communications with the stockholders of the Fund. The Adviser shall employ or provide and compensate the executive, secretarial and clerical personnel necessary to provide such services. Subject to the approval of the Board of Directors (including a majority of the Fund's Directors who are not "interested persons" of the Fund as defined in the 0000 Xxx) and of the shareholders of the Fund, the Adviser may delegate to a sub-adviser its duties enumerated in Section 2 hereof. The Adviser shall continue to supervise the performance of any such sub-adviser and shall report regularly thereon to the Fund's Board of Directors. The Adviser further agrees that, in performing its duties hereunder, it will:

Investment Advisory Duties. Subject to the supervision of the Board of Trustees of the Trust and the Manager, the Subadviser Sub-adviser will, in coordination with the Manager, : (ai) provide on a discretionary or non-discretionary basis, as requested by the Manager, a program of continuous investment management for the portion of the Fund allocated by the Manager to the Subadviser (the "Subadviser's Portfolio") for management Allocated Assets in accordance with the such Fund's ’s investment objectives, policies and limitations as stated in the such Fund's ’s Prospectus and Statement of Additional Information included as part of the Trust's ’s Registration Statement filed with the U.S. Securities and Exchange Commission (“SEC”) on behalf of the Fund filed with the Securities and Exchange CommissionFund, as they may be amended from time to time, copies of which shall be provided to the Subadviser Sub-adviser by the ManagerManager prior to the Effective Date (as defined below) and in advance of the effective date of any amendment in the event of any amendment to the investment objectives, policies and limitations; (bii) make or recommend investment decisions for the Subadviser's PortfolioAllocated Assets; and and/or (ciii) place or recommend orders to purchase and sell securities for the Subadviser's PortfolioAllocated Assets. In particular, the Subadviser will Sub-adviser may be responsible for the market timing of purchases and sales in the market and for all yield or other return enhancement strategies used in managing the Subadviser's PortfolioAllocated Assets of the Fund. In performing its investment management services to the Fund hereunder, the Subadviser Sub-adviser will provide the Fund with ongoing investment guidance and policy direction, including oral and written research, analysis, advice, statistical and economic data and judgments regarding individual investments, general economic conditions and trends and long-range investment policy, with respect, in all cases, to the Subadviser's Portfolio. The Subadviser Sub-adviser will determine or recommend the securities, instruments, repurchase agreements, options and other investments and techniques that the Subadviser's Portfolio Fund, with regard to the Allocated Assets, will purchase, sell, enter into or use, and will provide an ongoing evaluation of the Subadviser's PortfolioAllocated Assets to the Manager and the Trust. The Subadviser Sub-adviser will determine or recommend what portion of the Subadviser's Portfolio Allocated Assets shall be invested in securities and other assets. The Subadviser parties hereby agree that the Sub-adviser shall be responsible solely for providing such services as are set forth herein with respect to the Allocated Assets. Subject to the Prospectus and Statement of Additional Information and the instructions of the Manager, the Sub-adviser, acting as agent, will have, if applicable, complete discretion over the Allocated Assets of the Fund to buy, sell, retain, exchange or otherwise deal in investments and other assets. For the avoidance of doubt, subject to applicable law, the Sub-adviser’s discretion, if applicable, shall include authority to employ agents (including affiliates) to perform any administrative, dealing or ancillary services required to enable the Sub-adviser to perform services envisaged under this Sub-advisory Agreement. The investment objectives, policies and limitations will not be breached as a result of any events or circumstances outside the reasonable control of the Sub-adviser including, but not limited to, changes in the price or value of assets of the Fund brought about solely through movements in the market, although Sub-adviser shall take such remedial actions as may be set forth in the Prospectus or Statement of Additional Information or otherwise instructed by the Manager. The Sub-adviser further agrees that, in performing its duties hereunder, it will:

Investment Advisory Duties. Subject to the supervision of the Board of Trustees of the Trust and the ManagerTrust, the Subadviser Adviser will, in coordination with the Manager, (a) provide a program of continuous investment management for the portion of the Fund allocated by the Manager to the Subadviser (the "Subadviser's Portfolio") for management Funds in accordance with the each Fund's investment objectives, policies and limitations as stated in the Fund's Prospectus Funds' Prospectus(es) and Statement Statement(s) of Additional Information included as part of the Trust's Registration Statement on behalf of the Fund filed with the Securities and Exchange Commission, as they may be amended from time to time, copies of which shall be provided to the Subadviser by the Manager; (b) make asset allocation and investment decisions for the Subadviser's Portfolioeach Fund; and (c) place orders to purchase and sell securities for the Subadviser's Portfolio. In particular, the Subadviser will be responsible for the market timing of purchases and sales and for all yield enhancement strategies used in managing the Subadviser's Portfolioeach Fund. In performing its investment management services to the Fund Funds hereunder, the Subadviser Adviser will provide the each Fund with ongoing investment guidance and policy direction, including oral and written research, analysis, advice, statistical and economic data data, and judgments regarding individual investments, general economic conditions and trends and long-range investment policy, with respect, in all cases, to the Subadviser's Portfolio. The Subadviser Adviser will determine the securities, instruments, repurchase agreements, options options, futures and other investments and techniques that the Subadviser's Portfolio each Fund will purchase, sell, enter into or use, and will provide an ongoing evaluation of the Subadvisereach Fund's Portfolioinvestments. The Subadviser Adviser will determine what portion of the Subadvisereach Fund's Portfolio investments shall be invested in securities and other assets, and what portion, if any, should be held uninvested. The Subadviser Adviser shall furnish to the Trust adequate (i) office space, which may be space within the offices of the Adviser or in such other places as may be agreed upon from time to time, and (ii) office furnishings, facilities and equipment as may be reasonably required for managing the corporate affairs and conducting the business of the Trust, including complying with the corporate reporting requirements of the various states in which the Trust does business, and conducting correspondence and other communications with the stockholders of the Trust. Except as otherwise provided in Section 4, the Adviser shall employ or provide and compensate the executive, secretarial and clerical personnel necessary to provide such services. Subject to the approval of the Trust's Board of Trustees (including a majority of the Trustees who are not "interested persons" of the Trust as defined in the 1940 Act), the Adviser may delegate to one or more sub-advisers any of its duties enumerated in Section 2 hereof. The Adviser shall continue to supervise the performance of any such sub-adviser and shall report regularly thereon to the Trust's Board of Trustees. The Adviser further agrees that, in performing its duties hereunder, it will:

Investment Advisory Duties. Subject to the supervision of the Board of Trustees of the Trust and the ManagerTrust, the Subadviser Adviser will, in coordination with the Manager, (a) provide a program of continuous investment management for the portion of the Fund allocated by the Manager to the Subadviser (the "Subadviser's Portfolio") for management Portfolios in accordance with the Fund's Portfolios’ investment objectives, policies and limitations as stated in the Fund's each Portfolio’s Prospectus and Statement of Additional Information included as part of the Trust's ’s Registration Statement on behalf of the Fund filed with the Securities and Exchange Commission, as they may be amended from time to time, copies of which shall be provided to the Subadviser Adviser by the ManagerTrust; (b) make investment decisions for the Subadviser's PortfolioPortfolios; and (c) place orders to purchase and sell securities for the Subadviser's Portfolio. In particular, the Subadviser will be responsible for the market timing of purchases and sales and for all yield enhancement strategies used in managing the Subadviser's PortfolioPortfolios. In performing its investment management services to the Fund Portfolios hereunder, the Subadviser Adviser will provide the Fund Portfolios with ongoing investment guidance and policy direction, including oral and written research, analysis, advice, statistical and economic data data, and judgments regarding individual investments, general economic conditions and trends and long-range investment policy, with respect, in all cases, to the Subadviser's Portfolio. The Subadviser Adviser will determine the securities, instruments, repurchase agreements, options options, futures and other investments and techniques that the Subadviser's Portfolio Portfolios will purchase, sell, enter into or use, and will provide an ongoing evaluation of the Subadviser's PortfolioPortfolios’ investments. The Subadviser Adviser will determine what portion of the Subadviser's Portfolio Portfolios’ investments shall be invested in securities and other assets, and what portion, if any, should be held uninvested. The Subadviser Adviser shall furnish to the Trust adequate (i) office space, which may be space within the offices of the Adviser or in such other places as may be agreed upon from time to time, and (ii) office furnishings, facilities and equipment as may be reasonably required for managing the corporate affairs and conducting the business of the Trust, including complying with the corporate reporting requirements of the various states in which the Trust does business, and conducting correspondence and other communications with the stockholders of the Trust. The Adviser shall employ or provide and compensate the executive, secretarial and clerical personnel necessary to provide such services. Subject to the approval of the Trust’s Board of Trustees (including a majority of the Trustees who are not “interested persons” of the Trust as defined in the 1000 Xxx) and of the shareholders of the Trust, the Adviser may delegate to a sub-adviser its duties enumerated in Section 2 hereof. The Adviser shall continue to supervise the performance of any such sub-adviser and shall report regularly thereon to the Trust’s Board of Trustees. The Adviser further agrees that, in performing its duties hereunder, it will:

Investment Advisory Duties. Subject to the supervision of the Board of Trustees of the Trust and the Manager, the Subadviser Sub-adviser will, in coordination with the Manager, : (ai) provide on a discretionary or non-binding basis, a program of continuous investment management for the portion of the Fund allocated by the Manager to the Subadviser (the "Subadviser's Portfolio") for management Allocated Assets in accordance with the relevant Fund's ’s investment objectives, policies and limitations as stated in the each such Fund's ’s Prospectus and Statement of Additional Information included as part of the Trust's ’s Registration Statement filed with the U.S. Securities and Exchange Commission (“SEC”) on behalf of the Fund filed with the Securities and Exchange Commissioneach Fund, as they may be amended from time to time, copies of which shall be provided to the Subadviser Sub-adviser by the ManagerManager prior to the Effective Date (as defined below) and in advance of the effective date of any amendment in the event of any amendment to the investment objectives, policies and limitations; (bii) make or recommend investment decisions for the Subadviser's PortfolioAllocated Assets; and and/or (ciii) place recommend orders to purchase and sell securities for the Subadviser's PortfolioAllocated Assets. In particular, when the Subadviser Sub-adviser provides management services on a discretionary basis, the Sub-adviser will be responsible for the market timing of purchases and sales in the market and for all yield or other return enhancement strategies used in managing the Subadviser's PortfolioAllocated Assets of each Fund. In performing its investment management advisory services to the each Fund hereunder, the Subadviser Sub-adviser will provide the each Fund with ongoing investment guidance and policy direction, including oral and written research, analysis, advice, statistical and economic data and judgments regarding individual investments, general economic conditions and trends and long-range investment policy, with respect, in all cases, to the Subadviser's Portfolio. The Subadviser Sub-adviser will determine or recommend the securities, instruments, repurchase agreements, options and other investments and techniques that each Fund, with regard to the Subadviser's Portfolio Allocated Assets, will purchase, sell, enter into or use, and will provide an ongoing evaluation of the Subadviser's PortfolioAllocated Assets to the Manager and the Trust. The Subadviser Sub-adviser will determine or recommend what portion of the Subadviser's Portfolio Allocated Assets shall be invested in securities and other assets. The Subadviser parties hereby agree that the Sub-adviser shall be responsible solely for providing such services as are set forth herein with respect to the Allocated Assets. Subject to the Prospectus and Statement of Additional Information and the instructions of the Manager, the Sub-adviser, acting as agent, will have, if providing management services on a discretionary basis, complete discretion over the Allocated Assets of each Fund to buy, sell, retain, exchange or otherwise deal in investments and other assets. For the avoidance of doubt, subject to applicable law, the Sub-adviser’s discretion, if providing management services on a discretionary basis, shall include authority to employ agents (including affiliates) to perform any administrative, dealing or ancillary services required to enable the Sub-adviser to perform discretionary services envisaged under this Sub-advisory Agreement. The investment objectives, policies and limitations will not be breached as a result of any events or circumstances outside the reasonable control of the Sub-adviser including, but not limited to, changes in the price or value of assets of the Fund brought about solely through movements in the market, although Sub-adviser shall take, if providing management services on a discretionary basis, such remedial actions as may be set forth in the Prospectus or Statement of Additional Information or otherwise instructed by the Manager. The Sub-adviser further agrees that, in performing its duties hereunder, it will:

Investment Advisory Duties. Subject to the supervision of the Board of Trustees Directors of the Trust and the ManagerFund, the Subadviser Adviser will, in coordination with the Manager, (a) provide a program of continuous investment management for the portion of the Fund allocated by the Manager to the Subadviser (the "Subadviser's Portfolio") for management Portfolios in accordance with the Fund's Portfolios' investment objectives, policies and limitations as stated in the Fundeach Portfolio's Prospectus prospectus and Statement of Additional Information included as part of the TrustFund's Registration Statement on behalf of the Fund filed with the Securities and Exchange Commission, as they may be amended from time to time, copies of which shall be provided to the Subadviser Adviser by the ManagerFund; (b) make investment decisions for the Subadviser's PortfolioPortfolios; and (c) place orders to purchase and sell securities for the Subadviser's Portfolio. In particular, the Subadviser will be responsible for the market timing of purchases and sales and for all yield enhancement strategies used in managing the Subadviser's PortfolioPortfolios. In performing its investment management services to the Fund Portfolios hereunder, the Subadviser Adviser will provide the Fund Portfolios with ongoing investment guidance and policy direction, including oral and written research, analysis, advice, statistical and economic data and judgments regarding individual investments, general economic conditions and trends and long-range investment policy, with respect, in all cases, to the Subadviser's Portfolio. The Subadviser Adviser will determine the securities, instruments, repurchase agreements, options options, futures and other investments and techniques that the Subadviser's Portfolio Portfolios will purchase, sell, enter into or use, and will provide an ongoing evaluation of the Subadviser's PortfolioPortfolios' investments. The Subadviser Adviser will determine what portion of the Subadviser's Portfolio Portfolios' investments shall be invested in securities and other assets, and what portion, if any, should be held uninvested. The Subadviser Adviser shall furnish to the Fund adequate (i) office space, which may be space within the offices of the Adviser or in such other places as may be agreed upon from time to time and (ii) office furnishings, facilities and equipment as may be reasonably required for managing the corporate affairs and conducting the business of the Fund, including complying with the corporate reporting requirements of the various states in which the Fund does business, and conducting correspondence and other communications with the stockholders of the Fund. The Adviser shall employ or provide and compensate the executive, secretarial and clerical personnel necessary to provide such services. Subject to the approval of the Board of Directors (including a majority of the Fund's Directors who are not "interested persons" of the Fund as defined in the 0000 Xxx) and of the shareholders of the Fund, the Adviser may delegate to a sub=adviser its duties enumerated in Section 2 hereof. The Adviser shall continue to supervise the performance of any such sub-adviser and shall report regularly thereon to the Fund's Board of Directors. The Adviser further agrees that, in performing its duties hereunder, it will:

Investment Advisory Duties. Subject to the supervision of the Board of Trustees of the Trust and the Manager, the Subadviser Sub-adviser will, in coordination with the Manager, (a) provide a program of continuous investment management for the portion of the Fund allocated by the Manager to the Subadviser Sub-adviser (the "SubadviserSub-adviser's Portfolio") for management in accordance with the Fund's investment objectives, policies and limitations as stated in the Fund's Prospectus and Statement of Additional Information included as part of the Trust's Registration Statement on behalf of the Fund filed with the Securities and Exchange Commission, as they may be amended from time to time, copies of which shall be provided to the Subadviser Sub-adviser by the Manager; (b) make investment decisions for the SubadviserSub-adviser's Portfolio; and (c) place orders to purchase and sell securities for the SubadviserSub-adviser's Portfolio. In particular, the Subadviser Sub-adviser will be responsible for the market timing of purchases and sales and for all yield enhancement strategies used in managing the SubadviserSub-adviser's Portfolio. In performing its investment management services to the Fund hereunder, the Subadviser Sub-adviser will provide the Fund with ongoing investment guidance and policy direction, including oral and written research, analysis, advice, statistical and economic data and judgments regarding individual investments, general economic conditions and trends and long-range investment policy, with respect, in all cases, to the SubadviserSub-adviser's Portfolio. The Subadviser Sub-adviser will determine the securities, instruments, repurchase agreements, options and other investments and techniques that the SubadviserSub-adviser's Portfolio will purchase, sell, enter into or use, and will provide an ongoing evaluation of the SubadviserSub-adviser's Portfolio. The Subadviser Sub-adviser will determine what portion of the SubadviserSub-adviser's Portfolio shall be invested in securities and other assets. The Subadviser Sub-adviser further agrees that, in performing its duties hereunder, it will:

Investment Advisory Duties. Subject to the supervision of the Board of Trustees of the Trust and the ManagerFund, the Subadviser Adviser will, in coordination with the Manager, (a) provide a program of continuous investment management for the portion of the Fund allocated by the Manager to the Subadviser (the "Subadviser's Portfolio") for management Portfolios in accordance with the Fund's Portfolios' investment objectives, policies and limitations as stated in the Fundeach Portfolio's Prospectus and Statement of Additional Information included as part of the TrustFund's Registration Statement on behalf of the Fund filed with the Securities and Exchange Commission, as they may be amended from time to time, copies of which shall be provided to the Subadviser Adviser by the ManagerFund; (b) make investment decisions for the Subadviser's PortfolioPortfolios; and (c) place orders to purchase and sell securities for the Subadviser's Portfolio. In particular, the Subadviser will be responsible for the market timing of purchases and sales and for all yield enhancement strategies used in managing the Subadviser's PortfolioPortfolios. In performing its investment management services to the Fund Portfolios hereunder, the Subadviser Adviser will provide the Fund Portfolios with ongoing investment guidance and policy direction, including oral and written research, analysis, advice, statistical and economic data data, and judgments regarding individual investments, general economic conditions and trends and long-range investment policy, with respect, in all cases, to the Subadviser's Portfolio. The Subadviser Adviser will determine the securities, instruments, repurchase agreements, options options, futures and other investments and techniques that the Subadviser's Portfolio Portfolios will purchase, sell, enter into or use, and will provide an ongoing evaluation of the Subadviser's PortfolioPortfolios' investments. The Subadviser Adviser will determine what portion of the Subadviser's Portfolio Portfolios' investments shall be invested in securities and other assets, and what portion, if any, should be held uninvested. The Subadviser Adviser shall furnish to the Fund adequate (i) office space, which may be space within the offices of the Adviser or in such other places as may be agreed upon from time to time, and (ii) office furnishings, facilities and equipment as may be reasonably required for managing the corporate affairs and conducting the business of the Fund, including complying with the corporate reporting requirements of the various states in which the Fund does business, and conducting correspondence and other communications with the stockholders of the Fund. The Adviser shall employ or provide and compensate the executive, secretarial and clerical personnel necessary to provide such services. Subject to the approval of the Fund's Board of Trustees (including a majority of the Trustees who are not "interested persons" of the Fund as defined in the 1940 Act) and of the sharexxxxxxx of the Fund, the Adviser may delegate to a sub-adviser its duties enumerated in Section 2 hereof. The Adviser shall continue to supervise the performance of any such sub-adviser and shall report regularly thereon to the Fund's Board of Trustees. The Adviser further agrees that, in performing its duties hereunder, it will:

Investment Advisory Duties. (a) Subject to the supervision of the Board of Trustees of the Trust and the ManagerAdviser, the Subadviser willSub-Adviser, in coordination with the Manager, Adviser: (ai) will provide a program of continuous investment management for the portion of the each Fund allocated by the Manager to the Subadviser (the "Subadviser's Portfolio") for management in accordance with the each Fund's investment objectivesobjective, policies and limitations as stated in the each Fund's Prospectus and Statement of Additional Information included as part of the Trust's Registration Statement on behalf of the Fund filed with the Securities and Exchange Commission, Commission ("SEC") and as they the Prospectus and Statement of Additional Information may be amended or otherwise supplemented from time to time, copies of which shall be provided to the Subadviser Sub-Adviser by the ManagerAdviser; (bii) will make investment decisions for the Subadviser's Portfolioeach Fund; and (ciii) will place orders to purchase and sell securities and other assets for each Fund; (iv) will provide assistance in determining the fair value of certain portfolio securities when market quotations are not readily available for the Subadviserpurpose of calculating each Fund's Portfolio. In particularnet asset value in accordance with the procedures and methods established by the Board of Trustees of the Trust; and (v) will cooperate with and provide reasonable assistance to the Adviser, the Subadviser Administrator, Sub-Administrator, Fund Accounting Agent, Custodian, Foreign Custodians, Transfer Agent, Pricing Agents, and all other agents and representatives of the Funds and the Adviser, including in particular the Chief Compliance Officer of the Trust ("Trust's CCO"), will be responsible for keep all such persons fully informed as to such matters as they may reasonably deem necessary to the market timing performance of purchases their obligations to the Funds and sales the Adviser, will provide prompt responses to reasonable requests made by such persons, and for all yield enhancement strategies used in managing will establish appropriate interfaces with each such entity so as to promote the Subadviser's Portfolioefficient exchange of information. (b) In performing its investment management sub-advisory services to the each Fund hereunderunder this Agreement, the Subadviser Sub-Adviser will provide the Fund with ongoing investment guidance and policy directioneach Fund, including oral and written researchamong other things, analysis, advice, analysis of statistical and economic data and judgments regarding individual investmentsinformation concerning the applicable index for each Fund, general economic conditions and trends and long-range investment policy, with respect, in all cases, to the Subadviser's Portfolioincluding portfolio composition. The Subadviser Sub-adviser will determine the securities, instruments, repurchase agreements, futures, options and other investments and techniques that the Subadviser's Portfolio each Fund will purchase, sell, enter into or use, and will provide an ongoing evaluation of the Subadvisereach Fund's Portfolioportfolio. The Subadviser Sub-Adviser will determine recommend to the Trust and the Adviser what portion of the Subadvisereach Fund's Portfolio portfolio shall be invested in securities and other assets, and what portion if any, should be held in cash or other liquid assets. (c) The Subadviser Sub-Adviser's duties shall not include and the Sub-Adviser shall have no responsibility for tax reporting or securities lending. (d) The Sub-Adviser further agrees that, in performing its duties hereunder, it will:: (i) comply with the 1940 Act and all rules and regulations thereunder, the Advisers Act, the Internal Revenue Code ("Code") and all other applicable federal and state laws and regulations, and with any applicable procedures adopted by the Trustees. The Sub-Adviser also will provide to the Trust such information and assurances (including sub-certifications) as the Adviser may reasonably request from time to time in order for the Trust to comply with its disclosure and reporting obligations imposed under applicable federal laws and regulations; (ii) manage each Fund so that it will qualify, and continue to qualify, as a regulated investment company under Subchapter M of the Code and regulations issued thereunder; (iii) place orders for the purchase and sale of investments for each Fund directly with the issuer or with any broker or dealer in accordance with (1) each Fund's investment objectives and investment program and all applicable policies and procedures described in each Fund's Prospectus and/or Statement of Additional Information, (2) any written policies and procedures adopted by the Trust regarding such matters, and (3) with all applicable legal requirements; (iv) furnish to the Trust or the Adviser, or cause to be furnished, whatever statistical information the Trust or the Adviser may reasonably request with respect to each Fund's assets or contemplated investments. (v) keep the Trust, the Trustees and the Adviser informed of developments materially affecting each Fund's portfolio and shall, when requested meet quarterly with the Trustees to explain its activities. Further, on the Sub-Adviser's own initiative, furnish to the Trust and the Adviser from time to time whatever information the Sub-Adviser believes appropriate for this purpose; (vi) make available to the Trust's Administrator, Sub-Administrator, the Fund Accounting Agent, the Adviser, the Trust's CCO, and the Trust, promptly upon their request, such copies of its investment records and ledgers with respect to each Fund as may be required to assist the Administrator,Sub-Administrator, the Fund Accounting Agent, the Adviser, the Trust's CCO, and the Trust in their compliance with applicable laws and regulations. The Sub-Adviser will furnish the Trustees with such periodic and special reports regarding each Fund and the Sub-Adviser as they may reasonably request. In addition, the Sub-Adviser will furnish to the Board of Trustees, the Adviser and third-party data reporting services all currently available standardized performance information and other customary data; (vii) immediately notify the Trust in the event that the Sub-Adviser or any of its affiliates: (1) becomes aware that it is subject to a statutory disqualification that prevents the Sub-Adviser from serving as investment adviser pursuant to this Agreement; or (2) becomes aware that it is the subject of an administrative proceeding or enforcement action by the SEC or other regulatory authority. The Sub-Adviser further agrees to notify the Trust immediately of any material fact known to the Sub-Adviser respecting or relating to the Sub-Adviser that is not contained in the Trust's Registration Statement regarding each Fund, or any amendment or supplement thereto, but that is required to be disclosed thereon, and of any statement contained therein that becomes untrue in any material respect; (viii) in providing investment advice to each Fund, use no inside information that may be in its possession or in the possession of any of its affiliates, nor will the Sub-Adviser seek to obtain any such information; (ix) not consult with any other sub-adviser of the Trust (if any), or with the sub-adviser to any other investment company (or separate series thereof) managed by the Adviser concerning each Fund's transactions in securities or other assets, except for purposes of complying with the conditions of Rule 12d3-1(a) and (b) under the 1940 Act; and (x) vote proxies related to securities held by the Funds in the best interest of each Fund and in accordance with the Trust's Proxy Voting Policies and Procedures and the Sub-Adviser's Proxy Voting Policies and Procedures as they may exist from time to time. (e) will promptly notify the Trust in writing of the occurrence of any of the following events: (i) the Sub-Adviser fails to be registered as an investment adviser under the Advisers Act or under the laws of any jurisdiction in which such Sub-Adviser is required to be registered as an investment adviser in order to perform its obligations under this Agreement; (ii) the Sub-Adviser is served or otherwise receives notice of any action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board or body, involving the affairs of the Trust; and/or (iii) the chief executive officer or controlling partner of the Sub-Adviser or the portfolio manager of any Fund changes or there is otherwise an actual change in control or management of Adviser. 3.

Investment Advisory Duties. Subject to the supervision of the Board of Trustees of the Trust and the ManagerTrust, the Subadviser Adviser will, in coordination with the Manager, (a) provide a program of continuous investment management for the portion of the Fund allocated by the Manager to the Subadviser (the "Subadviser's Portfolio") for management Funds in accordance with the each Fund's ’s investment objectives, policies and limitations as stated in the Fund's Funds’ Prospectus and Statement of Additional Information included as part of the Trust's Registration Statement on behalf of the Fund filed with the Securities and Exchange Commission, as they may be amended from time to time, copies of which shall be provided to the Subadviser Adviser by the ManagerTrust; (b) make investment decisions for the Subadviser's Portfolioeach Fund; and (c) place orders to purchase and sell securities for the Subadviser's Portfolio. In particular, the Subadviser will be responsible for the market timing of purchases and sales and for all yield enhancement strategies used in managing the Subadviser's Portfolioeach Fund. In performing its investment management services to the Fund Funds hereunder, the Subadviser Adviser will provide the each Fund with ongoing investment guidance and policy direction, including oral and written research, analysis, advice, statistical and economic data data, and judgments regarding individual investments, general economic conditions and trends and long-range investment policy, with respect, in all cases, to the Subadviser's Portfolio. The Subadviser Adviser will determine the securities, instruments, repurchase agreements, options options, futures and other investments and techniques that the Subadviser's Portfolio each Fund will purchase, sell, enter into or use, and will provide an ongoing evaluation of the Subadviser's Portfolioeach Fund’s investments. The Subadviser Adviser will determine what portion of the Subadviser's Portfolio each Fund’s investments shall be invested in securities and other assets, and what portion, if any, should be held uninvested. The Subadviser Adviser shall furnish to the Trust adequate (i) office space, which may be space within the offices of the Adviser or in such other places as may be agreed upon from time to time, and (ii) office furnishings, facilities and equipment as may be reasonably required for managing the corporate affairs and conducting the business of the Trust, including complying with the corporate reporting requirements of the various states in which the Trust does business, and conducting correspondence and other communications with the stockholders of the Trust. Except as otherwise provided in Section 4, the Adviser shall employ or provide and compensate the executive, secretarial and clerical personnel necessary to provide such services. Subject to the approval of the Trust's Board of Trustees (including a majority of the Trustees who are not "interested persons" of the Trust as defined in the 1940 Act), the Adviser may delegate to one or more sub-advisers any of its duties enumerated in Section 2 hereof. The Adviser shall continue to supervise the performance of any such sub-adviser and shall report regularly thereon to the Trust's Board of Trustees. The Adviser further agrees that, in performing its duties hereunder, it will:

Investment Advisory Duties. Subject to the supervision of the Board of Trustees of the Trust and the ManagerTrust, the Subadviser Adviser will, in coordination with the Manager, (a) provide a program of continuous investment management for the portion of the Fund allocated by the Manager to the Subadviser (the "Subadviser's Portfolio") for management Portfolios in accordance with the Fund's Portfolios’ investment objectives, policies and limitations as stated in the Fund's each Portfolio’s Prospectus and Statement of Additional Information included as part of the Trust's ’s Registration Statement on behalf of the Fund filed with the Securities and Exchange Commission, as they may be amended from time to time, copies of which shall be provided to the Subadviser Adviser by the ManagerTrust; (b) make investment decisions for the Subadviser's PortfolioPortfolios; and (c) place orders to purchase and sell securities for the Subadviser's Portfolio. In particular, the Subadviser will be responsible for the market timing of purchases and sales and for all yield enhancement strategies used in managing the Subadviser's PortfolioPortfolios. In performing its investment management services to the Fund Portfolios hereunder, the Subadviser Adviser will provide the Fund Portfolios with ongoing investment guidance and policy direction, including oral and written research, analysis, advice, statistical and economic data data, and judgments regarding individual investments, general economic conditions and trends and long-range investment policy, with respect, in all cases, to the Subadviser's Portfolio. The Subadviser Adviser will determine the securities, instruments, repurchase agreements, options options, futures and other investments and techniques that the Subadviser's Portfolio Portfolios will purchase, sell, enter into or use, and will provide an ongoing evaluation of the Subadviser's PortfolioPortfolios’ investments. The Subadviser Adviser will determine what portion of the Subadviser's Portfolio Portfolios’ investments shall be invested in securities and other assets, and what portion, if any, should be held uninvested. The Subadviser Adviser shall furnish to the Trust adequate (i) office space, which may be space within the offices of the Adviser or in such other places as may be agreed upon from time to time, and (ii) office furnishings, facilities and equipment as may be reasonably required for managing the corporate affairs and conducting the business of the Trust, including complying with the corporate reporting requirements of the various states in which the Trust does business, and conducting correspondence and other communications with the stockholders of the Trust. The Adviser shall employ or provide and compensate the executive, secretarial and clerical personnel necessary to provide such services. Subject to the approval of the Trust’s Board of Trustees (including a majority of the Trustees who are not “interested persons” of the Trust as defined in the 0000 Xxx) and of the shareholders of the Trust, the Adviser may delegate to a sub-adviser its duties enumerated in Section 2 hereof. The Adviser shall continue to supervise the performance of any such sub-adviser and shall report regularly thereon to the Trust’s Board of Trustees. The Adviser further agrees that, in performing its duties hereunder, it will:

Investment Advisory Duties. Subject to the supervision of the Board of Trustees of the Trust and the Manager, the Subadviser will[, in coordination with the Manager, IN COORDINATION WITH THE MANAGER,] (a) provide a program of continuous investment management for the portion of the Fund allocated by the Manager to the Subadviser (the "Subadviser's Portfolio") for management in accordance with the Fund's investment objectives, policies and limitations as stated in the Fund's Prospectus and Statement of Additional Information included as part of the Trust's Registration Statement on behalf of the Fund filed with the Securities and Exchange Commission, as they may be amended from time to time, copies of which shall be provided to the Subadviser by the Manager; (b) make investment decisions for the Subadviser's PortfolioFund; and (c) place orders to purchase and sell securities for the Subadviser's PortfolioFund. In particular, the Subadviser will be responsible for the market timing of purchases and sales and for all yield enhancement strategies used in managing the SubadviserFund's Portfolioinvestment portfolio. In performing its investment management services to the Fund hereunder, the Subadviser will provide the Fund with ongoing investment guidance and policy direction, including oral and written research, analysis, advice, statistical and economic data and judgments regarding individual investments, general economic conditions and trends and long-range investment policy, with respect, in all cases, to the Subadviser's Portfolio. The Subadviser will determine the securities, instruments, repurchase agreements, options and other investments and techniques that the Subadviser's Portfolio Fund will purchase, sell, enter into or use, and will provide an ongoing evaluation of the SubadviserFund's Portfolioportfolio. The Subadviser will determine what portion of the SubadviserFund's Portfolio portfolio shall be invested in securities and other assets. The Subadviser further agrees that, in performing its duties hereunder, it will:

Investment Advisory Duties. Subject to the supervision of the Board of Trustees of the Trust and the Manager, the Subadviser Sub-adviser will, in coordination with the Manager, (a) provide a program of continuous investment management for the portion of the Fund allocated by the Manager to the Subadviser (the "Subadviser's Portfolio") for management in accordance with the Fund's investment objectives, policies and limitations as stated in the Fund's Prospectus and Statement of Additional Information included as part of the Trust's Registration Statement on behalf of the Fund filed tiled with the Securities and Exchange Commission, as they may be amended from time to time, copies of which shall be provided to the Subadviser Sub-adviser by the Manager; (b) make investment decisions for the Subadviser's PortfolioFund; and (c) place orders to purchase and sell securities for the Subadviser's PortfolioFund; (d) place cash in and withdraw cash from deposit with banks and financial institutions for the Fund; (e) enter into foreign exchange contracts with banks and financial institutions for the Fund, (f) make decisions on the voting of proxies for securities held by the Fund; and (g) be authorized to open deposit, FX and trading accounts on behalf of the Fund. In particular, the Subadviser Sub-adviser will be responsible for the market timing of purchases and sales in the market and for all yield or other return enhancement strategies used in managing the Subadviser's PortfolioFund. In performing its investment management services to the Fund hereunder, the Subadviser Sub-adviser will provide the Fund with ongoing investment guidance and policy direction, including oral and written research, analysis, advice, statistical and economic data and judgments regarding individual investments, general economic conditions and trends and long-range investment policy, with respect, in all cases, to the Subadviser's Portfolio. The Subadviser Sub-adviser will determine the securities, instruments, repurchase agreements, options and other investments and techniques that the Subadviser's Portfolio Fund will purchase, sell, enter into or use, and will provide an ongoing evaluation of the Subadviser's PortfolioFund to the Manager and the Trust. The Subadviser Sub-adviser will determine what portion of the Subadviser's Portfolio Fund shall be invested in securities and other assets. However, if the Manager specifies that the Sub-adviser shall be responsible solely for providing such services as are set forth herein with respect only to a portion of the Fund's assets, the Sub-adviser shall provide all such services as described herein with respect to the whole Fund, but solely with respect to such portion of the Fund's assets as directed by the Manager. The Subadviser Sub-adviser further agrees that, in performing its duties hereunder, it will:

Investment Advisory Duties. Subject to the supervision of the Board of Trustees of the Trust and the Manager, the Subadviser Sub-adviser will, in coordination with the Manager, : (ai) provide on a discretionary or non-binding basis, a program of continuous investment management for the portion of the Fund allocated by the Manager to the Subadviser (the "Subadviser's Portfolio") for management Allocated Assets in accordance with the relevant Fund's ’s investment objectives, policies and limitations as stated in the each such Fund's ’s Prospectus and Statement of Additional Information included as part of the Trust's ’s Registration Statement filed with the U.S. Securities and Exchange Commission (“SEC”) on behalf of the Fund filed with the Securities and Exchange Commissioneach Fund, as they may be amended from time to time, copies of which shall be provided to the Subadviser Sub-adviser by the ManagerManager prior to the Effective Date (as defined below) and in advance of the effective date of any amendment in the event of any amendment to the investment objectives, policies and limitations; (bii) make or recommend investment decisions for the Subadviser's PortfolioAllocated Assets; and and/or (ciii) place recommend orders to purchase and sell securities for the Subadviser's PortfolioAllocated Assets. In particular, when the Subadviser Sub-adviser provides management services on a discretionary basis, the Sub-adviser will be responsible for the market timing of purchases and sales in the market and for all yield or other return enhancement strategies used in managing the Subadviser's PortfolioAllocated Assets of each Fund. In performing its investment management advisory services to the each Fund hereunder, the Subadviser Sub-adviser will provide the each Fund with ongoing investment guidance and policy direction, including oral and written research, analysis, advice, statistical and economic data and judgments regarding individual investments, general economic conditions and trends and long-range investment policy, with respect, in all cases, to the Subadviser's Portfolio. The Subadviser Sub-adviser will determine or recommend the securities, instruments, repurchase agreements, options and other investments and techniques that each Fund, with regard to the Subadviser's Portfolio Allocated Assets, will purchase, sell, enter into or use, and will provide an ongoing evaluation of the Subadviser's PortfolioAllocated Assets to the Manager and the Trust. The Subadviser Sub-adviser will determine or recommend what portion of the Subadviser's Portfolio Allocated Assets shall be invested in securities and other assets. The Subadviser parties hereby agree that the Sub-adviser shall be responsible solely for providing such services as are set forth herein with respect to the Allocated Assets. Subject to the Prospectus and Statement of Additional Information and the instructions of the Manager, the Sub-adviser, acting as agent, will have, if providing management services on a discretionary basis, complete discretion over the Allocated Assets of each Fund to buy, sell, retain, exchange or otherwise deal in investments and other assets. For the avoidance of doubt, subject to applicable law, the Sub-adviser's discretion, if providing management services on a discretionary basis, shall include authority to employ agents (including affiliates) to perform any administrative, dealing or ancillary services required to enable the Sub-adviser to perform discretionary services envisaged under this Sub-advisory Agreement. The investment objectives, policies and limitations will not be breached as a result of any events or circumstances outside the reasonable control of the Sub-adviser including, but not limited to, changes in the price or value of assets of the Fund brought about solely through movements in the market, although Sub-adviser shall take, if providing management services on a discretionary basis, such remedial actions as may be set forth in the Prospectus or Statement of Additional Information or otherwise instructed by the Manager. The Sub-adviser further agrees that, in performing its duties hereunder, it will: