Common use of Investment Sub-Advisory Services Clause in Contracts

Investment Sub-Advisory Services. Subject to the supervision of the applicable Corporation’s Board of Directors (“Board”) and the Adviser, the Sub-adviser shall act as the investment sub-adviser and shall supervise and direct the Fund’s investments as specified by the Adviser from time to time, and in accordance with the Fund’s investment objective(s), investment strategies, policies, and restrictions as provided in the Fund’s Prospectus and Statement of Additional Information, as currently in effect and as amended or supplemented from time to time (hereinafter referred to as the “Prospectus”), and such other limitations as the Fund or Adviser may impose by notice in writing to the Sub-adviser. The Sub-adviser shall obtain and evaluate such information relating to the economy, industries, businesses, securities markets, and securities as it may deem necessary or useful in the discharge of its obligations hereunder and shall formulate and implement a continuing program for the management of the assets and resources of each Fund allocated to the Sub-adviser in a manner consistent with the Fund’s investment objective(s), investment strategies, policies, and restrictions. In furtherance of this duty, the Sub-adviser, on behalf of each Fund is authorized to: (1) make discretionary investment decisions to buy, sell, exchange, convert, lend, and otherwise trade in any stocks, bonds, and other securities or assets; (2) place orders and negotiate the commissions for the execution of transactions in securities or other assets with or through such brokers, dealers, underwriters or issuers as the Sub-adviser may select or instruct the Affiliated Trading Desk (as defined below) to do so on behalf of the Subadviser, as applicable; (3) vote proxies, exercise conversion or subscription rights, and respond to tender offers and other consent solicitations with respect to the issuers of securities in which Fund assets may be invested provided such materials have been forwarded to the Sub-adviser in a timely fashion by the Fund’s custodian; (4) instruct the Fund custodian to deliver for cash received, securities or other cash and/or securities instruments sold, exchanged, redeemed or otherwise disposed of from the Fund, and to pay cash for securities or other cash and/or securities instruments delivered to the custodian and/or credited to the Fund upon acquisition of the same for the Fund; (5) maintain all or part of the Fund’s uninvested assets in short-term income producing instruments for such periods of time as shall be deemed reasonable and prudent by the Sub-adviser, including any other internal money market or short-term bond fund available for use only by clients of the Adviser and certain of its affiliates; and (6) generally, perform any other act necessary to enable the Sub-adviser to carry out its obligations under this Agreement or as agreed upon with the Adviser. The Adviser agrees that Subadviser may delegate trading execution and related reporting functions to the trading desk of an affiliate (“Affiliated Trading Desk”).

Investment Sub-Advisory Services. Subject to the supervision of the applicable Corporation’s Board of Directors (“Board”) and the Adviser, the Sub-adviser shall act as the investment sub-adviser and shall supervise and direct the Fund’s investments as specified by the Adviser from time to time, and in accordance with the Fund’s investment objective(s), investment strategies, policies, and restrictions as provided in the Fund’s Prospectus and Statement of Additional Information, as currently in effect and as amended or supplemented from time to time (hereinafter referred to as the “Prospectus”), and such other limitations as the Fund or Adviser may impose by notice in writing to the Sub-adviser. The Sub-adviser shall obtain and evaluate such information relating to the economy, industries, businesses, securities markets, and securities as it may deem necessary or useful in the discharge of its obligations hereunder and shall formulate and implement a continuing program for the management of the assets and resources of each the Fund allocated to the Sub-adviser in a manner consistent with the Fund’s investment objective(s), investment strategies, policies, and restrictions. In furtherance of this duty, the Sub-adviser, on behalf of each the Fund is authorized to: (1) make discretionary investment decisions to buy, sell, exchange, convert, lend, and otherwise trade in any stocks, bonds, and other securities or assets; (2) place orders and negotiate the commissions for the execution of transactions in securities or other assets with or through such brokers, dealers, underwriters or issuers as the Sub-adviser may select or instruct the Affiliated Trading Desk (as defined below) to do so on behalf of the Subadviser, as applicableselect; (3) vote proxies, exercise conversion or subscription rights, and respond to tender offers and other consent solicitations with respect to the issuers of securities in which Fund assets may be invested provided such materials have been forwarded to the Sub-adviser in a timely fashion by the Fund’s custodian; (4) instruct the Fund custodian to deliver for cash received, securities or other cash and/or securities instruments sold, exchanged, redeemed or otherwise disposed of from the Fund, and to pay cash for securities or other cash and/or securities instruments delivered to the custodian and/or credited to the Fund upon acquisition of the same for the Fund; (5) maintain all or part of the Fund’s uninvested assets in short-term income producing instruments for such periods of time as shall be deemed reasonable and prudent by the Sub-adviser, including any other internal money market or short-term bond fund available for use only by clients of the Adviser and certain of its affiliates; and (6) generally, perform any other act necessary to enable the Sub-adviser to carry out its obligations under this Agreement or as agreed upon with the Adviser. The Adviser agrees that Subadviser may delegate trading execution and related reporting functions to the trading desk of an affiliate (“Affiliated Trading Desk”).

Investment Sub-Advisory Services. Subject to the supervision of the applicable Corporation’s Trust's Board of Directors Trustees (“"Board”") and the Adviser, the Sub-adviser Adviser shall act as the investment sub-adviser and shall supervise and direct the Fund’s investments as specified by the Adviser from time to time, and of each Fund in accordance with the Fund’s Trusts' investment objective(s), investment strategiesobjectives, policies, and restrictions as provided in the Fund’s 's Prospectus and Statement of Additional Information, as currently in effect and as amended or supplemented from time to time (hereinafter referred to as the “"Prospectus”"), the 1940 Act and the rules thereunder, and such other limitations as the Fund or Adviser Trust may impose by notice in writing to the Sub-adviserAdviser. The Sub-adviser Adviser shall obtain and evaluate such information relating to the economy, industries, businesses, securities markets, and securities as it may deem necessary or useful in the discharge of its obligations hereunder and shall formulate and implement a continuing program for the management of the assets and resources of each Fund allocated to the Sub-adviser in a manner consistent with the Fund’s 's investment objective(s), investment strategies, policies, and restrictions. In furtherance of this duty, the Sub-adviserAdviser, on behalf of each Fund a Fund, is authorized authorized, in its discretion and without prior consultation with the Trust or the Adviser, to: (1) make discretionary investment decisions to buy, sell, exchange, convert, lend, and otherwise trade in any stocks, bonds, and other securities or assets; (2) place orders and negotiate the commissions (if any) for the execution of transactions in securities or other assets with or through such brokers, dealers, underwriters or issuers as the Sub-adviser Adviser may select or instruct the Affiliated Trading Desk (as defined below) to do so on behalf of the Subadviser, as applicable;select; and (3) vote proxiesundertake to do anything incidental to the foregoing to facilitate the performance of the Sub-Adviser's obligations hereunder, exercise conversion including voting or subscription rights, and respond to tender offers and other exercising any consent solicitations rights with respect to securities or investments held by the issuers of securities Funds, provided the custodian for the Funds has furnished such proxy materials and other items in which Fund assets may be invested provided such materials have been forwarded a timely fashion to the Sub-adviser in a timely fashion by the Fund’s custodian; (4) instruct the Fund custodian to deliver for cash received, securities or other cash and/or securities instruments sold, exchanged, redeemed or otherwise disposed of from the Fund, and to pay cash for securities or other cash and/or securities instruments delivered to the custodian and/or credited to the Fund upon acquisition of the same for the Fund; (5) maintain all or part of the Fund’s uninvested assets in short-term income producing instruments for such periods of time as shall be deemed reasonable and prudent by the Sub-adviser, including any other internal money market or short-term bond fund available for use only by clients of the Adviser and certain of its affiliates; and (6) generally, perform any other act necessary to enable the Sub-adviser it to carry out its obligations under this Agreement vote or as agreed upon with the Adviser. The Adviser agrees that Subadviser may delegate trading execution and related reporting functions to the trading desk of an affiliate (“Affiliated Trading Desk”)exercise any consent rights.

Investment Sub-Advisory Services. Subject In carrying out its obligations to assist in managing the supervision investment and reinvestment of the applicable Corporation’s Board assets of Directors (“Board”) and the AdviserPortfolios, the Sub-adviser shall act as shall, when appropriate and consistent with the limitations set forth in Section D hereof: (1) consult with the Adviser and the Board and furnish to the Adviser and the Board recommendations with respect to an investment sub-adviser and shall supervise and direct plan for the Fund’s investments as specified Portfolios for approval, modification, or rejection by the Adviser from time to timeand Board; (2) perform research and obtain and evaluate pertinent economic, statistical, and in accordance with financial data relevant to the Fund’s investment objective(s)policies of the Portfolios, investment strategies, policies, and restrictions as provided set forth in the Fund’s Prospectus Registration Statement; (3) seek out specific investment opportunities for the Portfolios consistent with the investment plan; (4) take such steps as are necessary to implement the investment plan for the Portfolios, including making and Statement carrying out decisions to acquire or dispose of Additional Informationpermissible investments as set forth in the Fund’s Registration Statement, management of investments and any other property of the Portfolios, providing or obtaining such services as currently may be necessary in effect and as amended managing, acquiring or supplemented from time to time (hereinafter referred to as the “Prospectus”)disposing of investments, and such consulting as appropriate with the Adviser; (5) communicate as appropriate to the Adviser adequate and timely information on investment-related activity within the Portfolios, including, but not limited to purchases, sales and contractual commitments; (6) arrange with the applicable broker or dealer at the time of the purchase or sale of investments or other limitations as assets of the Fund Portfolios for the appropriate delivery of the investment or Adviser may impose by notice other asset; (7) report monthly in writing to the Adviser and report at least annually in person to the Board with respect to the implementation of the approved overall investment plan and any other activities in connection with management of the assets of the Portfolios; (8) maintain all records, memoranda, instructions or authorizations relating to the acquisition or disposition of investments or other assets of the Portfolios as required by applicable law and this Agreement; (9) arrange with the Adviser an administrative process acceptable to the Adviser which permits the Adviser to appropriately reflect in its daily determination of net asset value, the transactions, positions and obligations of the Portfolios resulting from the investment management services provided to the Portfolios by Sub-adviser; (10) provide such information reasonably requested by the Adviser for compliance and regulatory matters, including but not limited to any changes to the Sub-adviser. The Sub-adviser shall obtain ’s Compliance Policies and evaluate such information relating to Procedures and Code of Ethics; (11) meet the economy, industries, businesses, securities markets, terms of and securities as it may deem necessary or useful cooperate in the discharge regular inspections of its obligations hereunder and shall formulate and implement a continuing program for the management of the assets and resources of each Fund allocated to the Sub-adviser in a manner consistent with the Fund’s investment objective(s), investment strategies, policies, and restrictions. In furtherance of this duty, the Sub-adviser, on behalf of each Fund is authorized to: (1) make discretionary investment decisions to buy, sell, exchange, convert, lend, and otherwise trade in any stocks, bonds, and other securities or assets; (2) place orders and negotiate the commissions for the execution of transactions in securities or other assets with or through such brokers, dealers, underwriters or issuers as the Sub-adviser may select or instruct the Affiliated Trading Desk (as defined below) to do so on behalf of the Subadviser, as applicable; (3) vote proxies, exercise conversion or subscription rights, and respond to tender offers and other consent solicitations with respect to the issuers of securities in which Fund assets may be invested provided such materials have been forwarded to the Sub-adviser in a timely fashion by the Fund’s custodian; (4) instruct the Fund custodian Adviser as requested from time to deliver for cash received, securities or other cash and/or securities instruments sold, exchanged, redeemed or otherwise disposed of from the Fund, and to pay cash for securities or other cash and/or securities instruments delivered to the custodian and/or credited to the Fund upon acquisition of the same for the Fund; (5) maintain all or part of the Fund’s uninvested assets in short-term income producing instruments for such periods of time as shall be deemed reasonable and prudent by the Sub-adviser, including any other internal money market or short-term bond fund available for use only by clients of the Adviser and certain of its affiliatesAdviser; and (612) generally, perform any other act necessary to enable vote all shares held by the Sub-adviser to carry out its obligations under this Agreement or as agreed upon with the Adviser. The Adviser agrees that Subadviser may delegate trading execution and related reporting functions to the trading desk of an affiliate (“Affiliated Trading Desk”)Portfolios.

Investment Sub-Advisory Services. Subject In carrying out its obligations to assist in managing the supervision investment and reinvestment of the applicable Corporation’s Board assets of Directors (“Board”) and the AdviserPortfolios, the Sub-adviser shall act as shall, when appropriate and consistent with the limitations set forth in Section D hereof: (1) consult with the Adviser and the Board and furnish to the Adviser and the Board recommendations with respect to an investment sub-adviser and shall supervise and direct plan for the Fund’s investments as specified Portfolios for approval, modification, or rejection by the Adviser from time to timeand Board; (2) perform research and obtain and evaluate pertinent economic, statistical, and in accordance with financial data relevant to the Fund’s investment objective(s)policies of the Portfolios, investment strategies, policies, and restrictions as provided set forth in the Fund’s Prospectus Registration Statement; (3) seek out specific investment opportunities for the Portfolios consistent with the investment plan; (4) take such steps as are necessary to implement the investment plan for the Portfolios, including making and Statement carrying out decisions to acquire or dispose of Additional Informationpermissible investments as set forth in the Fund’s Registration Statement, management of investments and any other property of the Portfolios, providing or obtaining such services as currently may be necessary in effect and as amended managing, acquiring or supplemented from time to time (hereinafter referred to as the “Prospectus”)disposing of investments, and such consulting as appropriate with the Adviser; (5) communicate as appropriate to the Adviser adequate and timely information on investment-related activity within the Portfolios, including, but not limited to purchases, sales and contractual commitments; (6) arrange with the applicable broker or dealer at the time of the purchase or sale of investments or other limitations as assets of the Fund Portfolios for the appropriate delivery of the investment or Adviser may impose by notice other asset; (7) report monthly in writing to the Adviser and report at least annually in person to the Board with respect to the implementation of the approved overall investment plan and any other activities in connection with management of the assets of the Portfolios; (8) maintain all records, memoranda, instructions or authorizations relating to the acquisition or disposition of investments or other assets of the Portfolios as required by applicable law and this Agreement; (9) arrange with the Adviser an administrative process acceptable to the Adviser and Sub-adviser which permits the Adviser to appropriately reflect in its daily determination of net asset value, the transactions, positions and obligations of the Portfolios resulting from the investment management services provided to the Portfolios by Sub-adviser; (10) provide such information reasonably requested by the Adviser for compliance and regulatory matters, including but not limited to any material changes to the Sub-adviser. The Sub-adviser shall obtain ’s Compliance Policies and evaluate such information relating to Procedures and Code of Ethics; (11) meet the economy, industries, businesses, securities markets, terms of and securities as it may deem necessary or useful cooperate in the discharge regular inspections of its obligations hereunder and shall formulate and implement a continuing program for the management of the assets and resources of each Fund allocated to the Sub-adviser in a manner consistent with the Fund’s investment objective(s), investment strategies, policies, and restrictions. In furtherance of this duty, the Sub-adviser, on behalf of each Fund is authorized to: (1) make discretionary investment decisions to buy, sell, exchange, convert, lend, and otherwise trade in any stocks, bonds, and other securities or assets; (2) place orders and negotiate the commissions for the execution of transactions in securities or other assets with or through such brokers, dealers, underwriters or issuers as the Sub-adviser may select or instruct the Affiliated Trading Desk (as defined below) to do so on behalf of the Subadviser, as applicable; (3) vote proxies, exercise conversion or subscription rights, and respond to tender offers and other consent solicitations with respect to the issuers of securities in which Fund assets may be invested provided such materials have been forwarded to the Sub-adviser in a timely fashion by the Fund’s custodian; (4) instruct the Fund custodian Adviser as reasonably requested from time to deliver for cash received, securities or other cash and/or securities instruments sold, exchanged, redeemed or otherwise disposed of from the Fund, and to pay cash for securities or other cash and/or securities instruments delivered to the custodian and/or credited to the Fund upon acquisition of the same for the Fund; (5) maintain all or part of the Fund’s uninvested assets in short-term income producing instruments for such periods of time as shall be deemed reasonable and prudent by the Sub-adviser, including any other internal money market or short-term bond fund available for use only by clients of the Adviser and certain of its affiliatesAdviser; and (612) generallyvote all shares held by the Portfolios, perform any other act necessary if legally able to enable the Sub-adviser to carry out its obligations under this Agreement or as agreed upon with the Adviser. The Adviser agrees that Subadviser may delegate trading execution and related reporting functions to the trading desk of an affiliate (“Affiliated Trading Desk”)do so.

Investment Sub-Advisory Services. Subject In carrying out its obligations to assist in managing the supervision investment and reinvestment of the applicable Corporation’s Board assets of Directors (“Board”) and the AdviserPortfolios, the Sub-adviser shall act as shall, when appropriate and consistent with the limitations set forth in Section D hereof: (1) consult with the Adviser and the Board and furnish to the Adviser and the Board recommendations with respect to an investment sub-adviser and shall supervise and direct plan for the Fund’s investments as specified Portfolios for approval, modification, or rejection by the Adviser from time to timeand Board; (2) perform research and obtain and evaluate pertinent economic, statistical, and in accordance with financial data relevant to the Fund’s investment objective(s)policies of the Portfolios, investment strategies, policies, and restrictions as provided set forth in the Fund’s Prospectus Registration Statement; (3) seek out specific investment opportunities for the Portfolios consistent with the investment plan; (4) take such steps as are necessary to implement the investment plan for the Portfolios, including making and Statement carrying out decisions to acquire or dispose of Additional Informationpermissible investments as set forth in the Fund’s Registration Statement, management of investments and any other property of the Portfolios, providing or obtaining such services as currently may be necessary in effect and as amended managing, acquiring or supplemented from time to time (hereinafter referred to as the “Prospectus”)disposing of investments, and such consulting as appropriate with the Adviser; (5) communicate as appropriate to the Adviser adequate and timely information on investment-related activity within the Portfolios, including, but not limited to purchases, sales and contractual commitments; (6) arrange with the applicable broker or dealer at the time of the purchase or sale of investments or other limitations as assets of the Fund Portfolios for the appropriate delivery of the investment or Adviser may impose by notice other asset; (7) report monthly in writing to the Adviser and report at least annually in person to the Board with respect to the implementation of the approved overall investment plan and any other activities in connection with management of the assets of the Portfolios; (8) maintain all records, memoranda, instructions or authorizations relating to the acquisition or disposition of investments or other assets of the Portfolios as required by applicable law and this Agreement; (9) arrange with the Adviser an administrative process acceptable to the Adviser which permits the Adviser to appropriately reflect in its daily determination of net asset value, the transactions, positions and obligations of the Portfolios resulting from the investment management services provided to the Portfolios by Sub-adviser; (10) provide such information reasonably requested by the Adviser for compliance and regulatory matters, including but not limited to any changes to the Sub-adviser’s Compliance Policies and Procedures and Code of Ethics; (11) meet the terms of and cooperate in regular inspections of the Sub-adviser by the Adviser as requested from time to time by the Adviser; and (12) vote all shares held by the Portfolios. The Sub-adviser may act as the Portfolio’s proxy voting agent directly or Sub-adviser may (in whole or in part) employ a third-party to vote proxies on behalf of the Portfolio in accordance with the proxy voting policies and procedures of Sub-adviser as provided to the Portfolio and Adviser, provided, however, that in either case, Sub-adviser shall obtain and evaluate such information relating to the economy, industries, businesses, securities markets, and securities as it may deem necessary or useful in the discharge of its obligations hereunder and shall formulate and implement a continuing program be responsible for the management of the assets and resources of each Fund allocated to the Sub-adviser in a manner consistent with the Fund’s investment objective(s), investment strategies, policies, and restrictions. In furtherance of this duty, the Sub-adviser, on behalf of each Fund is authorized to: (1) make discretionary investment decisions to buy, sell, exchange, convert, lend, and otherwise trade in any stocks, bonds, and other securities or assets; (2) place orders and negotiate the commissions for the execution of transactions in securities or other assets with or through such brokers, dealers, underwriters or issuers as the Sub-adviser may select or instruct the Affiliated Trading Desk (as defined below) to do so voting all proxies on behalf of the Subadviser, as applicable; (3) vote proxies, exercise conversion or subscription rights, and respond to tender offers and other consent solicitations with respect to the issuers of securities in which Fund assets may be invested provided such materials have been forwarded to the Sub-adviser in a timely fashion by the Fund’s custodian; (4) instruct the Fund custodian to deliver for cash received, securities or other cash and/or securities instruments sold, exchanged, redeemed or otherwise disposed of from the Fund, and to pay cash for securities or other cash and/or securities instruments delivered to the custodian and/or credited to the Fund upon acquisition of the same for the Fund; (5) maintain all or part of the Fund’s uninvested assets in short-term income producing instruments for such periods of time as shall be deemed reasonable and prudent by the Sub-adviser, including any other internal money market or short-term bond fund available for use only by clients of the Adviser and certain of its affiliates; and (6) generally, perform any other act necessary to enable the Sub-adviser to carry out its obligations under this Agreement or as agreed upon with the AdviserPortfolio. The Adviser agrees that Subadviser may delegate trading execution and related reporting functions to the trading desk of an affiliate (“Affiliated Trading Desk”).

Investment Sub-Advisory Services. Subject to the supervision of the applicable Corporation’s Board of Directors (“Board”) and the Adviser, the Sub-adviser shall act as the investment sub-adviser and shall supervise and direct the Fund’s investments as specified by the Adviser from time to time, and in accordance with the Fund’s investment objective(s), investment strategies, policies, and restrictions as provided in the Fund’s Prospectus and Statement of Additional Information, as currently in effect and as amended or supplemented from time to time (hereinafter referred to as the “Prospectus”), and such other limitations as the Fund or Adviser may impose by notice in writing to the Sub-adviser. The Sub-adviser shall obtain and evaluate such information relating to the economy, industries, businesses, securities markets, and securities as it may deem necessary or useful in the discharge of its obligations hereunder and shall formulate and implement a continuing program for the management of the assets and resources of each the Fund allocated to the Sub-adviser in a manner consistent with the Fund’s investment objective(s), investment strategies, policies, and restrictions. In furtherance of this duty, the Sub-adviser, on behalf of each the Fund is authorized to: (1) make discretionary investment decisions to buy, sell, exchange, convert, lend, and otherwise trade in any stocks, bonds, and other securities or assets; (2) place orders and negotiate the commissions for the execution of transactions in securities or other assets with or through such brokers, dealers, underwriters or issuers as the Sub-adviser may select or instruct the Affiliated Trading Desk (as defined below) to do so on behalf of the Subadviser, as applicableselect; (3) vote proxies, exercise conversion or subscription rights, and respond to tender offers and other consent solicitations with respect to the issuers of securities in which Fund assets may be invested provided such materials have been forwarded to the Sub-adviser in a timely fashion by the Fund’s custodian; (4) instruct the Fund custodian to deliver for cash received, securities or other cash and/or securities instruments sold, exchanged, redeemed or otherwise disposed of from the Fund, and to pay cash for securities or other cash and/or securities instruments delivered to the custodian and/or credited to the Fund upon acquisition of the same for the Fund; (5) maintain all or part of the Fund’s uninvested assets in short-term income producing instruments for such periods of time as shall be deemed reasonable and prudent by the Sub-adviser, including including, but not limited to, investments in the T. Xxxx Price Reserve Investment Fund, T. Xxxx Price Government Reserve Investment Fund, or any other internal money market or short-term bond fund available for use only by clients of the Adviser and certain of its affiliates; and (6) generally, perform any other act necessary to enable the Sub-adviser to carry out its obligations under this Agreement or as agreed upon with the Adviser. The Adviser agrees that Subadviser may delegate trading execution and related reporting functions to the trading desk of an affiliate (“Affiliated Trading Desk”).

Investment Sub-Advisory Services. Subject In carrying out its obligations to assist in managing the supervision investment and reinvestment of the applicable Corporation’s Board assets of Directors (“Board”) and the AdviserPortfolios, the Sub-adviser shall act shall, when appropriate and consistent with the limitations set forth in Section B hereof: (f) communicate as appropriate to the Adviser adequate and timely information on investment related activity within the Portfolios, including, but not limited to purchases, sales and contractual commitments; (g) arrange with the applicable broker or dealer at the time of the purchase or sale of investments or other assets of the Portfolios for the appropriate delivery of the investment subor other asset; (h) report monthly in writing to the Adviser and report at least annually in person to the Board with respect to the implementation of the approved investment plan and any other activities in connection with management of the assets of the Portfolios; (i) maintain all records, memoranda, instructions or authorizations relating to the acquisition or disposition of investments or other assets of the Portfolios required to be maintained by Sub-adviser adviser; (j) arrange with the Adviser an administrative process acceptable to Adviser which permits the Adviser to appropriately reflect in its daily determination of net asset value, the transactions, positions and shall supervise and direct obligations of the Fund’s investments Portfolios resulting from the investment management services provided to the Portfolios; (k) vote all shares held by the Portfolios; (l) provide such information as specified requested by the Adviser from time to timefor compliance and regulatory matters, and in accordance with the Fund’s investment objective(s)including, investment strategiesbut not limited to, policies, and restrictions as provided in the Fund’s Prospectus and Statement of Additional Information, as currently in effect and as amended or supplemented from time to time (hereinafter referred to as the “Prospectus”), and such other limitations as the Fund or Adviser may impose by notice in writing any changes to the Sub-adviser's Compliance Policies and Procedures, Code of Ethics; and (m) meet the terms of and cooperate in regular inspections of the Sub-adviser by the Adviser as requested from time to time by Adviser. The In connection with the rendering of the services required to be provided by the Sub-adviser under this Agreement, the Sub-adviser may, to the extent it deems appropriate and subject to compliance with the requirements of applicable laws and regulations, and upon receipt of written approval of the Fund, make use of its affiliated companies, if any, and their employees; provided that the Sub-adviser shall obtain supervise and evaluate remain fully responsible for all such information relating services in accordance with and to the economy, industries, businesses, securities markets, and securities as it may deem necessary extent provided by this Agreement. It is understood that any information or useful recommendation supplied by the Sub-adviser in connection with the discharge performance of its obligations hereunder is to be regarded as confidential and shall formulate and implement a continuing program for use only by the management Adviser in connection with the Portfolios. The Adviser will continue to provide all of the assets and resources of each Fund allocated services described in the MCM Agreement other than the services described above which have been delegated to the Sub-adviser in a manner consistent with this Agreement. If, in the Fund’s investment objective(s), investment strategies, policies, and restrictions. In furtherance judgment of this duty, the Sub-adviser, on behalf the Portfolios would be benefited by supplemental investment research from other persons or entities, outside the context of each Fund brokerage transactions referred to in Article IV hereof, the Sub-adviser is authorized to: (1) make discretionary investment decisions to buy, sell, exchange, convert, lendobtain, and otherwise trade in any stockspay at its own expense, bondsfor such information. Proxies may not always be received by the Sub-adviser or, and other securities or assets; (2) place orders and negotiate the commissions if received, may be received too late for the execution Sub-adviser to take action thereon. Also, proxies relating to certain non-US issuers may require the Sub-adviser to forgo control of transactions such securities during a period of time prior to the vote, and, in securities or other assets with or through such brokerscases, dealers, underwriters or issuers as the Sub-adviser may select or instruct the Affiliated Trading Desk (as defined below) to do so on behalf of the Subadviserin its discretion abstain from voting. Accordingly, as applicable; (3) vote proxies, exercise conversion or subscription rights, and respond to tender offers and other consent solicitations with respect to the issuers of securities in which Fund assets may be invested provided such materials have been forwarded to the Sub-adviser agrees to use its best efforts in a timely fashion by the Fund’s custodian; (4) instruct the Fund custodian to deliver for cash received, securities connection with voting or other cash and/or securities instruments sold, exchanged, redeemed or otherwise disposed of abstaining from the Fund, and to pay cash for securities or other cash and/or securities instruments delivered to the custodian and/or credited to the Fund upon acquisition of the same for the Fund; (5) maintain all or part of the Fund’s uninvested assets in short-term income producing instruments for such periods of time as shall be deemed reasonable and prudent by the Sub-adviser, including any other internal money market or short-term bond fund available for use only by clients of the Adviser and certain of its affiliates; and (6) generally, perform any other act necessary to enable the Sub-adviser to carry out its obligations under this Agreement or as agreed upon with the Adviser. The Adviser agrees that Subadviser may delegate trading execution and related reporting functions to the trading desk of an affiliate (“Affiliated Trading Desk”)voting proxies.

Investment Sub-Advisory Services. Subject to the supervision of the applicable Corporation’s Board of Directors (“Board”) and the Adviser, the Sub-adviser shall act as the investment sub-adviser and shall supervise and direct the Fund’s investments as specified by the Adviser from time to time, and in accordance with the Fund’s investment objective(s), investment strategies, policies, and restrictions as provided in the Fund’s Prospectus and Statement of Additional Information, as currently in effect and as amended or supplemented from time to time (hereinafter referred to as the “Prospectus”), and such other limitations as the Fund or Adviser may impose by notice in writing to the Sub-adviser. The Sub-adviser shall obtain and evaluate such information relating to the economy, industries, businesses, securities markets, and securities as it may deem necessary or useful in the discharge of its obligations hereunder and shall formulate and implement a continuing program for the management of the assets and resources of each the Fund allocated to the Sub-adviser in a manner consistent with the Fund’s investment objective(s), investment strategies, policies, and restrictions. In furtherance of this duty, the Sub-adviser, on behalf of each the Fund is authorized to: (1) make discretionary investment decisions to buy, sell, exchange, convert, lend, and otherwise trade in any stocks, bonds, and other securities or assets; (2) place orders and negotiate the commissions for the execution of transactions in securities or other assets with or through such brokers, dealers, underwriters or issuers as the Sub-adviser may select or instruct the Affiliated Trading Desk (as defined below) to do so on behalf of the Subadviser, as applicableselect; (3) vote proxies, exercise conversion or subscription rights, and respond to tender offers and other consent solicitations with respect to the issuers of securities in which Fund assets may be invested provided such materials have been forwarded to the Sub-adviser in a timely fashion by the Fund’s custodian; (4) instruct the Fund custodian to deliver for cash received, securities or other cash and/or securities instruments sold, exchanged, redeemed or otherwise disposed of from the Fund, and to pay cash for securities or other cash and/or securities instruments delivered to the custodian and/or credited to the Fund upon acquisition of the same for the Fund; (5) maintain all or part of the Fund’s uninvested assets in short-term income producing instruments for such periods of time as shall be deemed reasonable and prudent by the Sub-adviser, including any other including, but not limited to, investments in T. Xxxx Price internal money market or short-term bond fund funds available for use only by clients of the Adviser and certain of its affiliates; and (6) generally, perform any other act necessary to enable the Sub-adviser to carry out its obligations under this Agreement or as agreed upon with the Adviser. The Adviser agrees that Subadviser may delegate trading execution and related reporting functions to the trading desk of an affiliate (“Affiliated Trading Desk”).

Investment Sub-Advisory Services. Subject to the supervision of the applicable CorporationTrust’s Board of Directors Trustees (“Board”) ), the Company and the Adviser, the Sub-adviser Subadviser shall act as the investment sub-adviser subadviser and shall supervise and direct the Fund’s investments as specified by the Adviser from time to time, and in accordance with the Fund’s investment objective(s), investment strategies, policies, and restrictions as provided in the Fund’s Prospectus and Statement of Additional Information, as currently in effect and as amended or supplemented from time to time (hereinafter referred to as the “Prospectus”), and such other limitations as the Fund or Adviser may impose by notice in writing to the Sub-adviserSubadviser. The Sub-adviser Subadviser shall obtain and evaluate such information relating to the economy, industries, businesses, securities markets, and securities as it may deem necessary or useful in the discharge of its obligations hereunder and shall formulate and implement a continuing program for the management of the assets and resources of each Fund allocated to the Sub-adviser Subadviser in a manner consistent with the Fund’s investment objective(s), investment strategies, policies, and restrictions. In furtherance of this duty, the Sub-adviserSubadviser, on behalf of each Fund the Fund, is authorized to: (1) make discretionary investment decisions to buy, sell, exchange, convert, lend, and otherwise trade in any stocks, bonds, and other securities or assets, and the Adviser agrees that Subadviser may delegate trading execution and related reporting functions to the trading desk of an affiliate (“Affiliated Trading Desk”); (2) place orders and negotiate the commissions for the execution of transactions in securities or other assets with or through such brokers, dealers, underwriters or issuers as the Sub-adviser Subadviser may select or instruct the Affiliated Trading Desk (as defined below) to do so on behalf of the Subadviser, as applicable; (3) vote proxies, exercise conversion or subscription rights, and respond to tender offers and other consent solicitations with respect to the issuers of securities in which Fund assets may be invested provided such materials have been forwarded to the Sub-adviser Subadviser in a timely fashion by the Fund’s custodian; (4) instruct the Fund custodian to deliver for cash received, securities or other cash and/or securities instruments sold, exchanged, redeemed or otherwise disposed of from the Fund, and to pay cash for securities or other cash and/or securities instruments delivered to the custodian and/or credited to the Fund upon acquisition of the same for the Fund; (5) maintain all or part of the Fund’s uninvested assets in short-term income producing instruments for such periods of time as shall be deemed reasonable and prudent by the Sub-adviserSubadviser, including any other internal including, but not limited to, investments in X. Xxxx Price money market or short-term bond fund funds available for use only by clients of the Adviser and certain of its affiliatesaffiliates for short-term investments; and (6) generally, perform any other act necessary to enable the Sub-adviser Subadviser to carry out its obligations under this Agreement or as agreed upon with the Adviser. The Adviser agrees that Subadviser may delegate trading execution and related reporting functions to the trading desk of an affiliate (“Affiliated Trading Desk”).

Investment Sub-Advisory Services. Subject (a) In fulfilling its obligations to manage the assets of the Allocated Portion, Sub-adviser will: (i) formulate and implement a continuous investment program for the Allocated Portion; (ii) take whatever steps are necessary to implement the investment program for the Allocated Portion by the purchase and sale of securities and other investments, including the selection of brokers or dealers, the placing of orders for such purchases and sales in accordance with the provisions of paragraph (b) below and confirming that such purchases and sales are properly settled and cleared; (iii) provide such reports with respect to the supervision implementation of the applicable Corporation’s investment program for the Allocated Portion as the Board or Adviser shall reasonably request; and (iv) provide advice and assistance to the Fund as to the determination of Directors the fair value of certain securities held in the Allocated Portion where market quotations are not readily available for purposes of calculating the net asset value of the Fund in accordance with valuation procedures and methods established by the Board. (“Board”b) and the Adviser, the The Sub-adviser shall act place all orders for the purchase and sale of securities in respect of the Allocated Portion with brokers and dealers selected by Sub-adviser. Such brokers and dealers may include brokers or dealers that are “affiliated persons” (as such term is defined in the investment sub0000 Xxx) of the Fund, Adviser or Sub-adviser; provided that Sub-adviser and shall supervise and direct only place orders on behalf of the Fund’s investments as specified Fund with such affiliated persons in accordance with procedures adopted by the Board pursuant to Rule 17e-1 under the 1940 Act. The Fund or Adviser shall provide Sub-adviser with a written list of the affiliated persons of the Fund and Adviser for these purposes, and Sub-adviser shall not be responsible for any violation of this Section 2.1(b) or related Fund policies as a result of placing orders with brokers or dealers that are affiliated persons of the Fund or Adviser unless Sub-adviser had received notice of such status pursuant to such written list (as it is amended from time to time, and in accordance with the Fund’s investment objective(s), investment strategies, policies, and restrictions as provided in the Fund’s Prospectus and Statement of Additional Information, as currently in effect and as amended or supplemented from time to time (hereinafter referred to as the “Prospectus”), and such other limitations as the Fund or Adviser may impose by notice in writing to the Sub-adviser. The Sub-adviser shall obtain and evaluate such information relating use its best efforts to seek to execute transactions at prices which are advantageous to the economyFund and at commission rates which are reasonable in relation to the benefits received. In selecting brokers or dealers qualified to execute a particular transaction, industriesbrokers or dealers may be selected who also provide brokerage and research services (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934) to the Fund and/or other accounts over which Sub-adviser or its affiliates exercise investment discretion. Subject to the Governing Documents, businesses, securities markets, Sub-adviser is authorized to pay a broker or dealer who provided such brokerage and securities as it may deem necessary or useful in the discharge of its obligations hereunder and shall formulate and implement research services a continuing program commission for executing a transaction for the management Fund which is in excess of the assets amount of commission another broker or dealer would have charged for effecting that transaction if Sub-adviser determines in good faith that such amount of commission is reasonable in relation to the value of the brokerage and resources research services provided by such broker or dealer. This determination may be viewed in terms of each Fund allocated to either that particular transaction or the overall responsibilities which the Sub-adviser and its affiliates have in a manner consistent with the Fund’s respect of accounts over which they exercise investment objective(s), investment strategies, policies, and restrictionsdiscretion. In furtherance of this duty, the Sub-adviser, on behalf of each Fund is authorized to: (1) make discretionary investment decisions to buy, sell, exchange, convert, lend, and otherwise trade in any stocks, bonds, and other securities or assets; (2) place orders and negotiate the commissions for the execution of transactions in securities or other assets with or through such brokers, dealers, underwriters or issuers as the The Sub-adviser may select or instruct shall provide such information as is reasonably necessary to allow the Affiliated Trading Desk (as defined below) Board to do so on behalf of periodically review the Subadviser, as applicable; (3) vote proxies, exercise conversion or subscription rights, and respond commissions paid by the Fund to tender offers and other consent solicitations with respect determine if the commissions paid over representative periods were reasonable in relation to the issuers of securities in which Fund assets may be invested provided such materials have been forwarded to the Sub-adviser in a timely fashion benefits received by the Fund’s custodian; (4) instruct the Fund custodian to deliver for cash received, securities or other cash and/or securities instruments sold, exchanged, redeemed or otherwise disposed of from the Fund, and to pay cash for securities or other cash and/or securities instruments delivered to the custodian and/or credited to the Fund upon acquisition of the same for the Fund; (5) maintain all or part of the Fund’s uninvested assets in short-term income producing instruments for such periods of time as shall be deemed reasonable and prudent by the Sub-adviser, including any other internal money market or short-term bond fund available for use only by clients of the Adviser and certain of its affiliates; and (6) generally, perform any other act necessary to enable the Sub-adviser to carry out its obligations under this Agreement or as agreed upon with the Adviser. The Adviser agrees that Subadviser may delegate trading execution and related reporting functions to the trading desk of an affiliate (“Affiliated Trading Desk”).