Common use of Investment Subadvisory Services Clause in Contracts

Investment Subadvisory Services. Subject to the supervision of the Trust’s Board of Trustees (the “Board”) and the Adviser, the Subadviser shall manage the investments of the Subadviser Assets in accordance with (i) the Fund’s investment objective, policies, and restrictions as provided in the Trust’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”), (ii) the portfolio guidelines (including the list of securities permitted to be traded) agreed from time to time in writing by the Adviser and the Subadviser (the “Guidelines”), (iii) except as specifically set forth in the Guidelines, the requirements applicable to registered investment companies under applicable laws (including the 0000 Xxx) and (iv) such other limitations as the Adviser may institute in writing and provide to Subadviser within a reasonable time prior to implementation. For the avoidance of doubt, the Subadviser agrees that it will manage the Subadviser Assets in accordance with the investment limitations and other restrictions under the 1940 Act as if the Subadviser Assets constituted a separate investment company registered under the 1940 Act. Subject to the immediately subsequent sentence, the Adviser agrees that the Subadviser is not responsible for the Fund’s compliance with any requirements applicable to the Fund under Subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”). The Subadviser agrees, however, except as otherwise specifically set forth in the Guidelines, to manage the investments of the Subadviser Assets in accordance with Subchapter M as if the Subadviser Assets constituted a separate investment company registered under the 1940 Act. Without limiting the preceding obligations of the Subadviser, if the Adviser notifies the Subadviser that the Adviser has determined, in its sole discretion, that the Subadviser Assets are not in compliance with any of the Trust’s Declaration of Trust, By-Laws, Prospectus, Guidelines, the 1940 Act or the Code, the Subadviser will immediately commence action to bring the Subadviser Assets back into compliance; provided, however, the Subadviser’s commencement of such action shall not, in and of itself, constitute an admission by the Subadviser that the Subadviser Assets are not in compliance with the Trust’s Declaration of Trust, By-Laws, Prospectus, Guidelines, the 1940 Act or the Code. The Subadviser shall (a) make investment decisions for the Subadviser Assets; (b) place purchase and sale orders for portfolio transactions for the Subadviser Assets; and (c) employ professional portfolio managers and investment analysts whose duties include, without limitation, providing research services with respect to the Subadviser Assets. In providing these services, the Subadviser will conduct a program of investment, evaluation and, if appropriate, sale and reinvestment of the Subadviser Assets, including the amount to be held uninvested as cash or in cash equivalents selected by the Subadviser. The Adviser shall use commercially reasonable efforts to promptly furnish the Subadviser with copies of the Trust’s Prospectus and Statement of Additional Information, Agreement and Declaration of Trust, Bylaws, Advisory Agreement, written policies and procedures of the Fund adopted by the Board, the Guidelines and any other limitations or guidelines instituted by the Adviser with regards to the Subadviser Assets, and any amendments thereto in advance of such amendments taking effect. Upon notification by the Adviser of such amendments, the Subadviser shall immediately commence action if necessary to bring the Subadviser Assets into compliance; provided, that, Subadviser shall not be responsible for compliance with any such amendments prior to the time at which such written notification is received by Subadviser or made publicly available and the Subadviser has been notified of such public disclosure. The Subadviser shall have authority to instruct the Fund’s custodian (the “Custodian”) to: (i) pay cash for securities and other property delivered to the Custodian for the Subadviser Assets, (ii) deliver or accept delivery of, upon receipt of payment or payment upon receipt of, securities, commodities or other property underlying any futures or options contracts, and other property purchased or sold in the Subadviser Assets, and (iii) deposit margin or collateral which shall include the transfer of money, securities or other property to the extent necessary to meet the obligations of the Subadviser Assets with respect to any investments made pursuant to the Prospectus; provided, however, the Subadviser shall not be liable for Losses (as defined in Section 5A below) resulting directly from the acts or omissions of the Custodian other than Losses arising out of or based upon the Subadviser’s willful misfeasance, bad faith or gross negligence on its part in the performance of its duties hereunder, the Subadviser’s reckless disregard by it of its obligations and duties under this Agreement, or the Subadviser’s material breach of this Agreement or the Subadviser’s trade errors in accordance with Section 2O of this Agreement. Subject to the restrictions in Section 2D (Brokerage) below, the Subadviser is authorized on behalf of the Subadviser Assets to (i) enter into agreements and execute any documents (e.g., any derivatives documentation such as exchange traded and over-the-counter, as applicable) required to make investments pursuant to the Prospectus, which shall include any market and/or industry standard documentation and the standard representations contained therein; and (ii) acknowledge the receipt of brokers’ risk disclosure statements, electronic trading disclosure statements and similar disclosures.

Investment Subadvisory Services. Subject to the supervision of the TrustCompany’s Board of Trustees Directors (the “Board”) and the Adviser, the Subadviser shall manage the investments of the Subadviser Assets in accordance with (i) the Company’s Memorandum and Articles of Association, as currently in effect and as amended or supplemented from time to time (herein referred to as the “Memorandum and Articles”), (ii) the Fund’s investment objective, policies, and restrictions as provided in the TrustFund’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”), (iiiii) the portfolio guidelines (including the list of securities permitted to be traded) agreed from time to time in writing by the Adviser and the Subadviser (the “Guidelines”), (iiiiv) except as specifically set forth in the Guidelines, the requirements applicable to registered investment companies under applicable laws (including the 0000 Xxx1940 Act) and (ivv) such other limitations as the Adviser may institute in writing and provide to Subadviser within a reasonable time prior to implementation. For the avoidance of doubt, the Subadviser agrees that it will manage the Subadviser Assets in accordance with the investment limitations and other restrictions under the 1940 Act as if the Subadviser Assets (together with the “Subadviser Assets,” with respect to the Fund, under the Fund Sub-Advisory Agreement) constituted a separate investment company registered under the 1940 Act. Subject The Subadviser further agrees to manage the immediately subsequent sentence, the Adviser agrees that investments of the Subadviser is not responsible for the Fund’s compliance Assets in accordance with any requirements applicable to the Fund under Subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”). The , as if the Subadviser agreesAssets (together with the “Subadviser Assets,” with respect to the Fund, howeverunder the Fund Sub-Advisory Agreement) constituted a separate investment company registered under the 1940 Act, except as otherwise specifically set forth in the Guidelines, to manage the investments of the Subadviser Assets in accordance with Subchapter M as if the Subadviser Assets constituted a separate investment company registered under the 1940 Act. Without limiting the preceding obligations of the Subadviser, if the Adviser notifies the Subadviser that the Adviser has determined, in its sole discretion, that the Subadviser Assets are not in compliance with any of the Memorandum and Articles, the Trust’s Declaration of Trust, Trust and By-Laws, Prospectus, Guidelines, the 1940 Act or the Code, the Subadviser will immediately commence take action to bring the Subadviser Assets back into compliance; provided, however, the Subadviser’s commencement of such action shall not, in and of itself, constitute an admission by the Subadviser that the Subadviser Assets are not in compliance with the Memorandum and Articles, the Trust’s Declaration of Trust, Trust and By-Laws, Prospectus, Guidelines, the 1940 Act or the Code. The Subadviser shall (a) make investment decisions for the Subadviser Assets and select securities for purchase or sale with respect to the Subadviser Assets; (b) place purchase and sale orders for portfolio transactions for the Subadviser Assets; and (c) employ professional portfolio managers and investment analysts whose duties include, without limitation, providing research services with respect to the Subadviser Assets. In providing these services, the Subadviser will conduct a program of investment, evaluation and, if appropriate, sale and reinvestment of the Subadviser Assets, including the amount to be held uninvested as cash or in cash equivalents selected by the Subadviser. The Adviser shall use commercially reasonable efforts make available to promptly or furnish the Subadviser with copies of the TrustFund’s Prospectus and Statement of Additional Information, Agreement the Memorandum and Articles, the Trust’s Declaration of TrustTrust and By-Laws, Bylaws, the Advisory Agreement, written policies and procedures of the Fund adopted by the Board, the Guidelines and any other limitations or guidelines instituted by the Adviser with regards regard to the Subadviser Assets, and any amendments thereto in advance of such amendments taking effectthereto. Upon notification by the Adviser of such amendments, the Subadviser shall immediately commence action if necessary to bring the Subadviser Assets into compliance; provided, that, Subadviser shall not be responsible for compliance with any such amendments prior to the time at which such written notification is received by Subadviser or made publicly available and the Subadviser has been notified of such public disclosure. The Subadviser shall have authority to instruct the FundCompany’s custodian (the “Custodian”) to: (i) pay cash for securities and other property delivered to the Custodian for the Subadviser Assets, (ii) deliver or accept delivery of, upon receipt of payment or payment upon receipt of, securities, commodities or other property underlying any futures or options contracts, and other property purchased or sold in the Subadviser Assets, and (iii) deposit margin or collateral which shall include the transfer of money, securities or other property to the extent necessary to meet the obligations of the Subadviser Assets with respect to any investments made pursuant to the Prospectus; provided, however, the Subadviser shall not be liable for Losses (as defined in Section 5A below) resulting directly from the acts or omissions of the Custodian other than Losses arising out of or based upon the Subadviser’s willful misfeasance, bad faith or gross negligence on its part in the performance of its duties hereunder, the Subadviser’s reckless disregard by it of its obligations and duties under this Agreement, or the Subadviser’s material breach of this Agreement or the Subadviser’s trade errors in accordance with Section 2O of this Agreement. Subject to the restrictions in Section 2D (Brokerage) below, the Subadviser is authorized on behalf of with respect to the Subadviser Assets to (i) enter into agreements and execute any documents (e.g., any derivatives documentation such as exchange traded and over-the-counter, as applicable) and take any other actions required to make investments pursuant to the Prospectusthis Agreement, which shall include any market and/or industry standard documentation and the standard representations contained therein; and (ii) acknowledge the receipt of brokers’ risk disclosure statements, electronic trading disclosure statements and similar disclosures. The Subadviser shall not engage in securities lending transactions on behalf of the Subadviser Assets. If the Custodian enters into securities lending transactions on behalf of the Adviser, the Adviser or the custodian shall be responsible for ensuring that the securities or other assets in the Subadviser Assets are available for sale at all times. The Subadviser shall not be liable for any loss resulting from the sale by the Subadviser of a security that is not available in the Subadviser Assets for settlement as a result of such securities lending transactions. In-Kind Securities that may be transferred into the Subadviser Assets shall be transferred in accordance with Appendix A, and Appendix A is hereby incorporated into this Agreement. The Subadviser is authorized to effect cross transactions between the Subadviser Assets and other accounts managed by the Subadviser and its affiliates, provided that the Subadviser complies with the Fund’s procedures pursuant to Rule 17a-7 under the 1940 Act, or comparable Subadviser procedures approved by the Adviser. The Subadviser may delegate trade execution and other support functions (but not portfolio management) to its affiliates and may share such information as necessary to accomplish these purposes. Additionally, the Subadviser will have the ability to delegate back office services to State Street Investment Manager Solutions, LLC and its affiliates. In all cases, the Subadviser shall remain liable as if such services were provided directly. No additional fees shall be imposed for such services except as otherwise agreed.

Investment Subadvisory Services. Subject to the supervision of the Trust’s Board of Trustees (the “Board”) and the Adviser, the Subadviser shall manage the investments of the Subadviser Assets in accordance with (i) the Fund’s investment objective, policies, and restrictions as provided in the Trust’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”), (ii) the portfolio guidelines (including the list of securities permitted to be traded) agreed from time to time in writing by the Adviser and the Subadviser (the “Guidelines”), (iii) except as specifically set forth in the Guidelines, the requirements applicable to registered investment companies under applicable laws (including the 0000 Xxx) and (iv) such other limitations as the Adviser may institute in writing and provide to Subadviser within a reasonable time prior to implementation. For the avoidance of doubt, the Subadviser agrees that it will manage the Subadviser Assets in accordance with the investment limitations and other restrictions under the 1940 Act as if the Subadviser Assets constituted a separate investment company registered under the 1940 Act0000 Xxx. Subject The Subadviser further agrees to manage the immediately subsequent sentence, the Adviser agrees that investments of the Subadviser is not responsible for the Fund’s compliance Assets in accordance with any requirements applicable to the Fund under Subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”). The Subadviser agrees, however, except as otherwise specifically set forth in the Guidelines, to manage the investments of the Subadviser Assets in accordance with Subchapter M as if the Subadviser Assets constituted a separate investment company registered under the 1940 Act, except as otherwise specifically set forth in the Guidelines. Without limiting the preceding obligations of the Subadviser, if the Adviser notifies the Subadviser that the Adviser has determined, in its sole discretion, that the Subadviser Assets are not in compliance with any of the Trust’s Declaration of Trust, By-Laws, Prospectus, Guidelines, the 1940 Act or the Code, the Subadviser will immediately commence take action to bring the Subadviser Assets back into compliance; provided, however, the Subadviser’s commencement of such action shall not, in and of itself, constitute an admission by the Subadviser that (a) the Subadviser Assets are not in compliance with the Trust’s Declaration of Trust, By-Laws, Prospectus, Guidelines, the 1940 Act or the Code, or (b) that there has been any error, negligence or breach on the part of the Subadviser. The Subadviser shall (a) make investment decisions for the Subadviser AssetsAssets and select securities for purchase or sale with respect to the Subadviser assets; (b) place purchase and sale orders for portfolio transactions for the Subadviser Assets; and (c) employ professional portfolio managers and investment analysts whose duties include, without limitation, providing research services with respect to the Subadviser Assets. In providing these services, the Subadviser will conduct a program of investment, evaluation and, if appropriate, sale and reinvestment of the Subadviser Assets, including the amount to be held uninvested as cash or in cash equivalents selected by the Subadviser. The Adviser shall use commercially reasonable efforts make available to promptly or furnish the Subadviser with copies of the Trust’s Prospectus and Statement of Additional Information, Agreement and Declaration of Trust, Bylaws, Advisory Agreement, written policies and procedures of the Fund adopted by the Board, the Guidelines and any other limitations or guidelines instituted by the Adviser with regards to the Subadviser Assets, and any amendments thereto in advance of such amendments taking effectthereto. Upon notification by the Adviser of such amendments, the Subadviser shall immediately commence action if necessary to bring the Subadviser Assets into compliance; provided, that, Subadviser shall not be responsible for compliance with any such amendments prior to the time at which such written notification is received by Subadviser or made publicly available and the Subadviser has been notified of such public disclosure. The Subadviser shall have authority to instruct the Fund’s custodian (the “Custodian”) to: (i) pay cash for securities and other property delivered to the Custodian for the Subadviser Assets, (ii) deliver or accept delivery of, upon receipt of payment or payment upon receipt of, securities, commodities or other property underlying any futures or options contracts, and other property purchased or sold in the Subadviser Assets, and (iii) deposit margin or collateral which shall include the transfer of money, securities or other property to the extent necessary to meet the obligations of the Subadviser Assets with respect to any investments made pursuant to the Prospectus; provided, however, the Subadviser shall not be liable for Losses (as defined in Section 5A below) resulting directly from the acts or omissions of the Custodian other than Losses arising out of or based upon the Subadviser’s willful misfeasance, bad faith or gross negligence on its part in the performance of its duties hereunder, the Subadviser’s reckless disregard by it of its obligations and duties under this Agreement, or the Subadviser’s material breach of this Agreement or the Subadviser’s trade errors in accordance with Section 2O of this Agreement. Subject to the restrictions in Section 2D (Brokerage) below, the Subadviser is authorized on behalf of with respect to the Subadviser Assets to (i) enter into agreements and execute any documents (e.g., any derivatives documentation such as exchange traded and over-the-counter, as applicable) and take any other actions required to make investments pursuant to the Prospectus, which shall include any market and/or industry standard documentation and the standard representations contained therein; and (ii) acknowledge the receipt of brokers’ risk disclosure statements, electronic trading disclosure statements and similar disclosures.

Investment Subadvisory Services. Subject to the supervision of the Trust’s Board of Trustees (the “Board”) and the Adviser, the Subadviser shall manage the investments of the Subadviser Assets in accordance with (i) the Fund’s investment objective, policies, and restrictions as provided in the Trust’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”), (ii) the portfolio guidelines (including the list of securities permitted to be traded) agreed from time to time in writing by the Adviser and the Subadviser (the “Guidelines”), (iii) except as specifically set forth in the Guidelines, the requirements applicable to registered investment companies under applicable laws (including the 0000 Xxx) and (iv) such other limitations as the Adviser may institute in writing and provide to Subadviser within a reasonable time prior to implementation. For the avoidance of doubt, the Subadviser agrees that it will manage the Subadviser Assets in accordance with the investment limitations and other restrictions under the 1940 Act as if the Subadviser Assets constituted a separate investment company registered under the 1940 Act0000 Xxx. Subject The Subadviser further agrees to manage the immediately subsequent sentence, the Adviser agrees that investments of the Subadviser is not responsible for the Fund’s compliance Assets in accordance with any requirements applicable to the Fund under Subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”). The Subadviser agrees, however, except as otherwise specifically set forth in the Guidelines, to manage the investments of the Subadviser Assets in accordance with Subchapter M as if the Subadviser Assets constituted a separate investment company registered under the 1940 Act, except as otherwise specifically set forth in the Guidelines. Without limiting the preceding obligations of the Subadviser, if the Adviser notifies the Subadviser that the Adviser has determined, in its sole discretion, that the Subadviser Assets are not in compliance with any of the Trust’s Declaration of Trust, By-Laws, Prospectus, Guidelines, the 1940 Act or the Code, the Subadviser will immediately commence take action to bring the Subadviser Assets back into compliance; provided, however, the Subadviser’s commencement of such action shall not, in and of itself, constitute an admission by the Subadviser that the Subadviser Assets are not in compliance with the Trust’s Declaration of Trust, By-Laws, Prospectus, Guidelines, the 1940 Act or the Code. The Subadviser shall (a) make investment decisions for the Subadviser AssetsAssets and select securities for purchase or sale with respect to the Subadviser assets; (b) place purchase and sale orders for portfolio transactions for the Subadviser Assets; and (c) employ professional portfolio managers and investment analysts whose duties include, without limitation, providing research services with respect to the Subadviser Assets. In providing these services, the Subadviser will conduct a program of investment, evaluation and, if appropriate, sale and reinvestment of the Subadviser Assets, including the amount to be held uninvested as cash or in cash equivalents selected by the Subadviser. The Adviser shall use commercially reasonable efforts make available to promptly or furnish the Subadviser with copies of the Trust’s Prospectus and Statement of Additional Information, Agreement and Declaration of Trust, Bylaws, Advisory Agreement, written policies and procedures of the Fund adopted by the Board, the Guidelines and any other limitations or guidelines instituted by the Adviser with regards to the Subadviser Assets, and any amendments thereto in advance of such amendments taking effectthereto. Upon notification by the Adviser of such amendments, the Subadviser shall immediately commence action if necessary to bring the Subadviser Assets into compliance; provided, that, Subadviser shall not be responsible for compliance with any such amendments prior to the time at which such written notification is received by Subadviser or made publicly available and the Subadviser has been notified of such public disclosure. The Subadviser shall have authority to instruct the Fund’s custodian (the “Custodian”) to: (i) pay cash for securities and other property delivered to the Custodian for the Subadviser Assets, (ii) deliver or accept delivery of, upon receipt of payment or payment upon receipt of, securities, commodities or other property underlying any futures or options contracts, and other property purchased or sold in the Subadviser Assets, and ,(iii) deposit margin or collateral which shall include the transfer of money, securities or other property to the extent necessary to meet the obligations of the Subadviser Assets with respect to any investments made pursuant to the Prospectus; provided, however, and (iv) in respect of any corporate actions attached to securities in the Subadviser shall not be liable for Losses (as defined in Section 5A below) resulting directly from the acts or omissions of the Custodian other than Losses arising out of or based upon the Subadviser’s willful misfeasance, bad faith or gross negligence on its part in the performance of its duties hereunder, the Subadviser’s reckless disregard by it of its obligations and duties under this Agreement, or the Subadviser’s material breach of this Agreement or the Subadviser’s trade errors in accordance with Section 2O of this AgreementAssets. Subject to the restrictions in Section 2D (Brokerage) below, the Subadviser is authorized on behalf of with respect to the Subadviser Assets to (i) enter into agreements and execute any documents (e.g., any derivatives documentation such as exchange traded and over-the-counter, as applicable) and take any other actions required to make investments pursuant to the Prospectus, which shall include any market and/or industry standard documentation and the standard representations contained therein; and (ii) acknowledge the receipt of brokers’ risk disclosure statements, electronic trading disclosure statements and similar disclosures.

Investment Subadvisory Services. Subject to the supervision of the Trust’s Board of Trustees (the “Board”) and the Adviser, the Subadviser shall manage the investments of the Subadviser Assets in accordance with (i) the Fund’s investment objective, policies, and restrictions as provided in the TrustFund’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”), (ii) the portfolio guidelines (including the list of securities permitted to be traded) agreed from time to time in writing by the Adviser and the Subadviser (the “Guidelines”), (iii) except as specifically set forth in the Guidelines, the requirements applicable to registered investment companies under applicable laws (including the 0000 Xxx1940 Act) and (iv) such other limitations as the Adviser may institute in writing and provide to Subadviser within a reasonable time prior to implementation. For the avoidance of doubt, the Subadviser agrees that it will manage the Subadviser Assets in accordance with the investment limitations and other restrictions under the 1940 Act as if the Subadviser Assets constituted a separate investment company registered under the 1940 Act. Subject The Subadviser further agrees to manage the immediately subsequent sentence, the Adviser agrees that investments of the Subadviser is not responsible for the Fund’s compliance Assets in accordance with any requirements applicable to the Fund under Subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”). The Subadviser agrees, however, except as otherwise specifically set forth in the Guidelines, to manage the investments of the Subadviser Assets in accordance with Subchapter M ) as if the Subadviser Assets constituted a separate investment company registered under the 1940 Act, except as otherwise specifically set forth in the Guidelines. Without limiting the preceding obligations of the Subadviser, if the Adviser notifies the Subadviser that the Adviser has determined, in its sole discretion, that the Subadviser Assets are not in compliance with any of the Trust’s Declaration of Trust, By-Laws, Prospectus, Guidelines, the 1940 Act or the Code, Code the Subadviser will immediately commence take action to bring the Subadviser Assets back into compliance; provided, however, the Subadviser’s commencement of such action shall not, in and of itself, constitute an admission by the Subadviser that the Subadviser Assets are not in compliance with the Trust’s Declaration of Trust, By-Laws, Prospectus, Guidelines, the 1940 Act or the Code. The Subadviser shall (a) make investment decisions for the Subadviser Assets and select securities for purchase or sale with respect to the Subadviser Assets; (b) place purchase and sale orders for portfolio transactions for the Subadviser Assets; and (c) employ professional portfolio managers and investment analysts whose duties include, without limitation, providing research services with respect to the Subadviser Assets. In providing these services, the Subadviser will conduct a program of investment, evaluation and, if appropriate, sale and reinvestment of the Subadviser Assets, including the amount to be held uninvested as cash or in cash equivalents selected by the Subadviser. The Adviser shall use commercially reasonable efforts make available to promptly or furnish the Subadviser with copies of the TrustFund’s Prospectus and Statement of Additional Information, Agreement and the Trust’s Declaration of Trust, Trust and Bylaws, the Advisory Agreement, written policies and procedures of the Fund adopted by the Board, the Guidelines and any other applicable limitations or guidelines instituted by the Adviser with regards regard to the Subadviser Assets, and any amendments thereto in advance to any of such amendments taking effectthe foregoing. Upon notification by the Adviser of any such amendments, the Subadviser shall immediately commence action if necessary to bring the Subadviser Assets into compliance; provided, that, Subadviser shall not be responsible for compliance with any such amendments prior to the time at which such written notification is received by Subadviser or made publicly available and the Subadviser has been notified of such public disclosure. The Subadviser shall have authority to instruct the Fund’s custodian (the “Custodian”) to: (i) pay cash for securities and other property delivered to the Custodian for the Subadviser Assets, (ii) deliver or accept delivery of, upon receipt of payment or payment upon receipt of, securities, commodities or other property underlying any futures or options contracts, and other property purchased or sold in or for the Subadviser Assets, and (iii) deposit margin or collateral which shall include the transfer of money, securities or other property to the extent necessary to meet the obligations of the Subadviser Assets with respect to any investments made pursuant to the Prospectus; provided, however, the Subadviser shall not be liable for Losses (as defined in Section 5A below) resulting directly from the acts or omissions of the Custodian other than Losses arising out of or based upon the Subadviser’s willful misfeasance, bad faith or gross negligence on its part in the performance of its duties hereunder, the Subadviser’s reckless disregard by it of its obligations and duties under this Agreement, or the Subadviser’s material breach of this Agreement or the Subadviser’s trade errors in accordance with Section 2O of this Agreement. Subject to the restrictions in Section 2D (Brokerage) below, the Subadviser is authorized on behalf of with respect to the Subadviser Assets to (i) enter into agreements and execute any documents (e.g., any derivatives documentation such as exchange traded and over-the-counter, as applicable) and take any other actions required to make investments pursuant to the Prospectus, which shall include any market and/or industry standard documentation and the standard representations contained therein; and (ii) acknowledge the receipt of brokers’ risk disclosure statements, and electronic trading disclosure statements statements. For the avoidance of doubt, the Subadviser is authorized, consistent with the investment discretion delegated to the Subadviser herein and similar disclosuressubject to the restrictions set forth in Section 2D below and in the Guidelines, to (i) negotiate the terms of and execute any documents, including without limitation, brokerage agreements, account documentation, clearing agreements, futures and option agreements, swap agreements, International Swaps and Derivatives Association, Inc. master agreements and credit support annexes (“ISDAs”) and any related control agreements, and other agreements in connection with investments made for the Subadviser Assets; (ii) make such representations, warranties and indemnities and provide such representation letters in the name of, binding against and on behalf of the Fund as are required in ISDAS; and (iii) take or perform such actions as shall be requested by brokers, dealers, futures commission merchants, swap dealers and or clearing houses or other intermediaries, counterparties or other persons or entities in connection with the services provided by the Subadviser hereunder. Provided however, Subadviser shall not, under any circumstances, engage in any transactions whatsoever with respect to the Subadviser Assets with any affiliate of the Adviser without the prior written approval of the Adviser.

Investment Subadvisory Services. Subject to the supervision of the Trust’s Board of Trustees (the “Board”) and the Adviser, the Subadviser shall manage the investments of the Subadviser Assets in accordance with (i) the Fund’s investment objective, policies, and restrictions as provided in the Trust’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”), (ii) the portfolio guidelines (including the list of securities permitted to be traded) agreed from time to time in writing by the Adviser and the Subadviser (the “Guidelines”), (iii) except as specifically set forth in the Guidelines, the requirements applicable to registered investment companies under applicable laws (including the 0000 Xxx) and (iv) such other limitations as the Adviser may institute in writing and provide to Subadviser within a reasonable time prior to implementation. For the avoidance of doubt, the Subadviser agrees that it will manage the Subadviser Assets in accordance with the investment limitations and other restrictions under the 1940 Act as if the Subadviser Assets constituted a separate investment company registered under the 1940 Act0000 Xxx. Subject The Subadviser further agrees to manage the immediately subsequent sentence, the Adviser agrees that investments of the Subadviser is not responsible for the Fund’s compliance Assets in accordance with any requirements applicable to the Fund under Subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”). The Subadviser agrees, however, except as otherwise specifically set forth in the Guidelines, to manage the investments of the Subadviser Assets in accordance with Subchapter M as if the Subadviser Assets constituted a separate investment company registered under the 1940 Act, except as otherwise specifically set forth in the Guidelines. Without limiting the preceding obligations of the Subadviser, if the Adviser notifies the Subadviser that the Adviser has determined, in its sole discretion, that the Subadviser Assets are not in compliance with any of the Trust’s Declaration of Trust, By-Laws, Prospectus, Guidelines, the 1940 Act or the Code, the Subadviser will immediately commence take action to bring the Subadviser Assets back into compliance; provided, however, the Subadviser’s commencement of such action shall not, in and of itself, constitute an admission by the Subadviser that the Subadviser Assets are not in compliance with the Trust’s Declaration of Trust, By-Laws, Prospectus, Guidelines, the 1940 Act or the Code. The Subadviser shall (a) make investment decisions for the Subadviser AssetsAssets and select securities for purchase or sale with respect to the Subadviser assets; (b) place purchase and sale orders for portfolio transactions for the Subadviser Assets; and (c) employ professional portfolio managers and investment analysts whose duties include, without limitation, providing research services with respect to the Subadviser Assets. In providing these services, the Subadviser will conduct a program of investment, evaluation and, if appropriate, sale and reinvestment of the Subadviser Assets, including the amount to be held uninvested as cash or in cash equivalents selected by the Subadviser. The Adviser shall use commercially reasonable efforts make available to promptly or furnish the Subadviser with copies of the Trust’s Prospectus and Statement of Additional Information, Agreement and Declaration of Trust, Bylaws, Advisory Agreement, written policies and procedures of the Fund adopted by the Board, the Guidelines and any other limitations or guidelines instituted by the Adviser with regards to the Subadviser Assets, and any amendments thereto in advance of such amendments taking effectthereto. Upon notification by the Adviser of such amendments, the Subadviser shall immediately commence action as soon as practicable if necessary to bring the Subadviser Assets into compliance; provided, that, Subadviser shall not be responsible for compliance with any such amendments prior to the time at which such written notification is received by Subadviser or made publicly available and the Subadviser has been notified of such public disclosure. The Subadviser shall have authority to instruct the Fund’s custodian (the “Custodian”) to: (i) pay cash for securities and other property delivered to the Custodian for the Subadviser Assets, (ii) deliver or accept delivery of, upon receipt of payment or payment upon receipt of, securities, commodities or other property underlying any futures or options contracts, and other property purchased or sold in the Subadviser Assets, and (iii) deposit margin or collateral which shall include the transfer of money, securities or other property to the extent necessary to meet the obligations of the Subadviser Assets with respect to any investments made pursuant to the Prospectus; provided, however, the Subadviser shall not be liable for Losses (as defined in Section 5A below) resulting directly from the acts or omissions of the Custodian other than Losses arising out of or based upon the Subadviser’s willful misfeasance, bad faith or gross negligence on its part in the performance of its duties hereunder, the Subadviser’s reckless disregard by it of its obligations and duties under this Agreement, or the Subadviser’s material breach of this Agreement or the Subadviser’s trade errors in accordance with Section 2O of this Agreement. Subject to the restrictions in Section 2D (Brokerage) below, the Subadviser is authorized on behalf of with respect to the Subadviser Assets to (i) enter into agreements and execute any documents (e.g., any derivatives documentation such as exchange traded and over-the-counter, as applicable) and take any other actions required to make investments pursuant to the Prospectus, which shall include any market and/or industry standard documentation and the standard representations contained therein; and (ii) acknowledge the receipt of brokers’ risk disclosure statements, electronic trading disclosure statements and similar disclosures.

Investment Subadvisory Services. Subject to the supervision of the Trust’s Board of Trustees (the “Board”) and the Adviser, the Subadviser shall manage the investments of the Subadviser Assets in accordance with (i) the Fund’s investment objective, policies, and restrictions as provided in the Trust’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”), (ii) the portfolio guidelines (including the list of securities permitted to be traded) agreed from time to time in writing by the Adviser and the Subadviser (the “Guidelines”), (iii) except as specifically set forth in the Guidelines, the requirements applicable to registered investment companies under applicable laws (including the 0000 Xxx) and (iv) such other limitations as the Adviser may institute in writing and provide to Subadviser within a reasonable time prior to implementation. For the avoidance of doubt, the Subadviser agrees that it will manage the Subadviser Assets in accordance with the investment limitations and other restrictions under the 1940 Act as if the Subadviser Assets constituted a separate investment company registered under the 1940 Act0000 Xxx. Subject The Subadviser further agrees to manage the immediately subsequent sentence, the Adviser agrees that investments of the Subadviser is not responsible for the Fund’s compliance Assets in accordance with any requirements applicable to the Fund under Subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”). The Subadviser agrees) as applicable to the Subadviser, however, except as otherwise specifically set forth in the Guidelines, to manage the investments of the Subadviser Assets in accordance with Subchapter M as if the Subadviser Assets constituted a separate investment company registered under the 1940 Act, except as otherwise specifically set forth in the Guidelines. Without limiting the preceding obligations of the Subadviser, if the Adviser notifies the Subadviser that the Adviser has determined, in its sole discretion, that the Subadviser Assets are not in compliance with any of the Trust’s Declaration of Trust, By-Laws, Prospectus, Guidelines, the 1940 Act or the Code, the Subadviser will immediately commence take action to bring the Subadviser Assets back into compliance; provided, however, the Subadviser’s commencement of such action shall not, in and of itself, constitute an admission by the Subadviser that the Subadviser Assets are not in compliance with the Trust’s Declaration of Trust, By-Laws, Prospectus, Guidelines, the 1940 Act or the Code. The Subadviser shall (a) make investment decisions for the Subadviser AssetsAssets and select securities for purchase or sale with respect to the Subadviser assets; (b) place purchase and sale orders for portfolio transactions for the Subadviser Assets; and (c) employ professional portfolio managers and investment analysts whose duties include, without limitation, providing conducting research services with respect to the Subadviser Assets. In providing these services, the Subadviser will conduct a program of investment, evaluation and, if appropriate, sale and reinvestment of the Subadviser Assets, including the amount to be held uninvested as cash or in cash equivalents selected by the Subadviser. The Adviser shall use commercially reasonable efforts make available to promptly or furnish the Subadviser with copies of the Trust’s Prospectus and Statement of Additional Information, Agreement and Declaration of Trust, Bylaws, Advisory Agreement, written policies and procedures of the Fund adopted by the Board, the Guidelines and any other limitations or guidelines instituted by the Adviser with regards to the Subadviser Assets, and any amendments thereto in advance of such amendments taking effectthereto. Upon notification by the Adviser of such amendments, the Subadviser shall immediately commence action if necessary to bring the Subadviser Assets into compliance; provided, that, Subadviser shall not be responsible for compliance with any such amendments prior to the time at which such written notification is received by Subadviser or made publicly available and the Subadviser has been notified of such public disclosure. The Subadviser shall have authority to instruct the Fund’s custodian (the “Custodian”) to: (i) pay cash for securities and other property delivered to the Custodian for the Subadviser Assets, (ii) deliver or accept delivery of, upon receipt of payment or payment upon receipt of, securities, commodities or other property underlying any futures or options contracts, and other property purchased or sold in the Subadviser Assets, and (iii) deposit margin or collateral which shall include the transfer of money, securities or other property to the extent necessary to meet the obligations of the Subadviser Assets with respect to any investments made pursuant to the Prospectus; provided, however, the Subadviser shall not be liable for Losses (as defined in Section 5A below) resulting directly from the acts or omissions of the Custodian other than Losses arising out of or based upon the Subadviser’s willful misfeasance, bad faith or gross negligence on its part in the performance of its duties hereunder, the Subadviser’s reckless disregard by it of its obligations and duties under this Agreement, or the Subadviser’s material breach of this Agreement or the Subadviser’s trade errors in accordance with Section 2O of this Agreement. Subject to the restrictions in Section 2D (Brokerage) below, the Subadviser is authorized on behalf of with respect to the Subadviser Assets to (i) enter into agreements and execute any documents (e.g., any derivatives documentation such as exchange traded and over-the-counter, as applicable) and take any other actions required to make investments pursuant to the Prospectus, which shall include any market and/or industry standard documentation and the standard representations contained therein; and (ii) acknowledge the receipt of brokers’ risk disclosure statements, electronic trading disclosure statements and similar disclosures.

Investment Subadvisory Services. Subject to the supervision of the Trust’s Board of Trustees (the “Board”) and the Adviser, the Subadviser shall manage the investments of the Subadviser Assets in accordance with (i) the Fund’s investment objective, policies, and restrictions as provided in the Trust’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”), (ii) the portfolio guidelines (including the list of securities permitted to be traded) agreed from time to time in writing by the Adviser and the Subadviser (the “Guidelines”), (iii) except as specifically set forth in the Guidelines, the requirements applicable to registered investment companies under applicable laws (including the 0000 Xxx1940 Act) and (iv) such other limitations as the Adviser may institute in writing and provide to Subadviser within a reasonable time prior to implementation. For the avoidance of doubt, the Subadviser agrees that it will manage the Subadviser Assets in accordance with the investment limitations and other restrictions under the 1940 Act as if the Subadviser Assets constituted a separate investment company registered under the 1940 Act. Subject The Subadviser further agrees to manage the immediately subsequent sentence, the Adviser agrees that investments of the Subadviser is not responsible for the Fund’s compliance Assets in accordance with any requirements applicable to the Fund under Subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”). The Subadviser agrees, however, except as otherwise specifically set forth in the Guidelines, to manage the investments of the Subadviser Assets in accordance with Subchapter M as if the Subadviser Assets constituted a separate investment company registered under the 1940 Act, except as otherwise specifically set forth in the Guidelines. Without limiting the preceding obligations of the Subadviser, if the Adviser notifies the Subadviser that the Adviser has determined, in its sole discretion, that the Subadviser Assets are not in compliance with any of the Trust’s Declaration of Trust, By-Laws, Prospectus, Guidelines, the 1940 Act or the Code, the Subadviser will immediately commence take action to bring the Subadviser Assets back into compliance; provided, however, the Subadviser’s commencement of such action shall not, in and of itself, constitute an admission by the Subadviser that the Subadviser Assets are not in compliance with the Trust’s Declaration of Trust, By-Laws, Prospectus, Guidelines, the 1940 Act or the Code. The Subadviser shall (a) make investment decisions for the Subadviser AssetsAssets and select securities for purchase or sale with respect to the Subadviser assets; (b) place purchase and sale orders for portfolio transactions for the Subadviser Assets; and (c) employ professional portfolio managers and investment analysts whose duties include, without limitation, providing research services with respect to the Subadviser Assets. In providing these services, the Subadviser will conduct a program of investment, evaluation and, if appropriate, sale and reinvestment of the Subadviser Assets, including the amount to be held uninvested as cash or in cash equivalents selected by the Subadviser. The Adviser shall use commercially reasonable efforts make available to promptly or furnish the Subadviser with copies of the Trust’s Prospectus and Statement of Additional Information, Agreement and Declaration of Trust, Bylaws, Advisory Agreement, written policies and procedures of the Fund adopted by the Board, the Guidelines and any other limitations or guidelines instituted by the Adviser with regards to the Subadviser Assets, and any amendments thereto in advance of such amendments taking effectthereto. Upon notification by the Adviser of such amendments, the Subadviser shall immediately commence action if necessary to bring the Subadviser Assets into compliance; provided, that, Subadviser shall not be responsible for compliance with any such amendments prior to the time at which such written notification is received by Subadviser or made publicly available and the Subadviser has been notified of such public disclosure. The Subadviser shall have authority to instruct the Fund’s custodian (the “Custodian”) to: (i) pay cash for securities and other property delivered to the Custodian for the Subadviser Assets, (ii) deliver or accept delivery of, upon receipt of payment or payment upon receipt of, securities, commodities or other property underlying any futures or options contracts, and other property purchased or sold in the Subadviser Assets, and (iii) deposit margin or collateral which shall include the transfer of money, securities or other property to the extent necessary to meet the obligations of the Subadviser Assets with respect to any investments made pursuant to the Prospectus; provided, however, the Subadviser shall not be liable for Losses (as defined in Section 5A below) resulting directly from the acts or omissions of the Custodian other than Losses arising out of or based upon the Subadviser’s willful misfeasance, bad faith or gross negligence on its part in the performance of its duties hereunder, the Subadviser’s reckless disregard by it of its obligations and duties under this Agreement, or the Subadviser’s material breach of this Agreement or the Subadviser’s trade errors in accordance with Section 2O of this Agreement. Subject to the restrictions in Section 2D (Brokerage) below, the Subadviser is authorized on behalf of with respect to the Subadviser Assets to (i) enter into agreements and execute any documents (e.g., any derivatives documentation such as exchange traded and over-the-counter, as applicable) and take any other actions required to make investments pursuant to the Prospectus, which shall include any market and/or industry standard documentation and the standard representations contained therein; and (ii) acknowledge the receipt of brokers’ risk disclosure statements, electronic trading disclosure statements and similar disclosures.

Investment Subadvisory Services. Subject to the supervision of the Trust’s Board of Trustees (the “Board”) and the Adviser, the Subadviser shall manage the investments of the Subadviser Assets in accordance with (i) the Fund’s investment objective, policies, and restrictions as provided in the Trust’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”), (ii) the portfolio guidelines (including the list of securities permitted to be traded) agreed from time to time in writing by the Adviser and the Subadviser (the “Guidelines”), (iii) except as specifically set forth in the Guidelines, the requirements applicable to registered investment companies under applicable laws (including the 0000 Xxx) and (iv) such other limitations as the Adviser may institute in writing and provide to Subadviser within a reasonable time prior to implementation. For the avoidance of doubt, the Subadviser agrees that it will manage the Subadviser Assets in accordance with the investment limitations and other restrictions under the 1940 Act as if the Subadviser Assets constituted a separate investment company registered under the 1940 Act0000 Xxx. Subject The Subadviser further agrees to manage the immediately subsequent sentence, the Adviser agrees that investments of the Subadviser is not responsible for the Fund’s compliance Assets in accordance with any requirements applicable to the Fund under Subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”). The Subadviser agrees, however, except as otherwise specifically set forth in the Guidelines, to manage the investments of the Subadviser Assets in accordance with Subchapter M as if the Subadviser Assets constituted a separate investment company registered under the 1940 Act, except as otherwise specifically set forth in the Guidelines. Without limiting the preceding obligations of the Subadviser, if the Adviser notifies the Subadviser that the Adviser has determined, in its sole discretion, that the Subadviser Assets are not in compliance with any of the Trust’s Declaration of Trust, By-Laws, Prospectus, Guidelines, the 1940 Act or the Code, the Subadviser will immediately commence take action to bring the Subadviser Assets back into compliance; provided, however, the Subadviser’s commencement of such action shall not, in and of itself, constitute an admission by the Subadviser that the Subadviser Assets are not in compliance with the Trust’s Declaration of Trust, By-Laws, Prospectus, Guidelines, the 1940 Act or the Code. The Subadviser shall (a) make investment decisions for the Subadviser Assets and select securities for purchase or sale with respect to the Subadviser Assets; (b) place purchase and sale orders for portfolio transactions for the Subadviser Assets; and (c) employ professional portfolio managers and investment analysts whose duties include, without limitation, providing research services with respect to the Subadviser Assets. In providing these services, the Subadviser will conduct a program of investment, evaluation and, if appropriate, sale and reinvestment of the Subadviser Assets, including the amount to be held uninvested as cash or in cash equivalents selected by the Subadviser. The Adviser shall use commercially reasonable efforts make available to promptly or furnish the Subadviser with copies of the Trust’s Prospectus and Statement of Additional Information, Agreement and Declaration of Trust, Bylaws, Advisory Agreement, written policies and procedures of the Fund adopted by the Board, the Guidelines and any other limitations or guidelines instituted by the Adviser with regards to the Subadviser Assets, and any amendments thereto in advance of such amendments taking effectthereto. Upon notification by the Adviser of such amendments, the Subadviser shall immediately commence action if necessary to bring the Subadviser Assets into compliance; provided, that, Subadviser shall not be responsible for compliance with any such amendments prior to the time at which such written notification is received by Subadviser or made publicly available and the Subadviser has been notified of such public disclosure. The Subadviser shall have authority to instruct the Fund’s Funds’ custodian (the “Custodian”) to: (i) pay cash for securities and other property delivered to the Custodian for the Subadviser Assets, (ii) deliver or accept delivery of, upon receipt of payment or payment upon receipt of, securities, commodities or other property underlying any futures or options contracts, and other property purchased or sold in the Subadviser Assets, and (iii) deposit margin or collateral which shall include the transfer of money, securities or other property to the extent necessary to meet the obligations of the Subadviser Assets with respect to any investments made pursuant to the Prospectus; provided, however, the Subadviser shall not be liable for Losses (as defined in Section 5A below) resulting directly from the acts or omissions of the Custodian other than Losses arising out of or based upon the Subadviser’s willful misfeasance, bad faith or gross negligence on its part in the performance of its duties hereunder, the Subadviser’s reckless disregard by it of its obligations and duties under this Agreement, or the Subadviser’s material breach of this Agreement or the Subadviser’s trade errors in accordance with Section 2O of this Agreement. Subject to the restrictions in Section 2D (Brokerage) below, the Subadviser is authorized on behalf of with respect to the Subadviser Assets to (i) enter into agreements and execute any documents (e.g., any derivatives documentation such as exchange traded and over-the-counter, as applicable) and take any other actions required to make investments pursuant to the Prospectus, which shall include any market and/or industry standard documentation and the standard representations contained therein; and (ii) acknowledge the receipt of brokers’ risk disclosure statements, electronic trading disclosure statements and similar disclosures. The Subadviser shall not engage in securities lending transactions on behalf of the Subadviser Assets. If the Custodian enters into securities lending transactions on behalf of the Adviser, the Adviser or the custodian shall be responsible for ensuring that the securities or other assets in the Subadviser Assets are available for sale at all times. The Subadviser shall not be liable for any loss resulting from the sale by the Subadviser of a security that is not available in the Subadviser Assets for settlement as a result of such securities lending transactions. In-Kind Securities that may be transferred into the Subadviser Assets shall be transferred in accordance with Appendix B, and Appendix B is hereby incorporated into this Agreement. The Subadviser is authorized to effect cross transactions between the Subadviser Assets and other accounts managed by the Subadviser and its affiliates, provided that the Subadviser complies with the Funds’ procedures pursuant to Rule 17a-7 under the 1940 Act, or comparable Subadviser procedures approved by the Adviser. The Subadviser may delegate trade execution and other support functions (but not portfolio management) to its affiliates and may share such information as necessary to accomplish these purposes. Additionally, the Subadviser will have the ability to delegate back office services to State Street Investment Manager Solutions, LLC and its affiliates. In all cases, the Subadviser shall remain liable as if such services were provided directly. No additional fees shall be imposed for such services except as otherwise agreed.

Investment Subadvisory Services. Subject to the supervision of the Trust’s Board of Trustees (the “Board”) and the Adviser, the Subadviser shall manage the investments of the Subadviser Assets in accordance with (i) the Fund’s investment objective, policies, and restrictions as provided in the Trust’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”), (ii) the portfolio guidelines (including the list of securities permitted to be traded) agreed from time to time in writing by the Adviser and the Subadviser (the “Guidelines”), (iii) except as specifically set forth in the Guidelines, the requirements applicable to registered investment companies under applicable laws (including the 0000 1900 Xxx) and (iv) such other limitations as the Adviser may institute in writing and provide to Subadviser within a reasonable time prior to implementation. For the avoidance of doubt, the Subadviser agrees that it will manage the Subadviser Assets in accordance with the investment limitations and other restrictions under the 1940 Act as if the Subadviser Assets constituted a separate investment company registered under the 1940 Act1900 Xxx. Subject The Subadviser further agrees to manage the immediately subsequent sentence, the Adviser agrees that investments of the Subadviser is not responsible for the Fund’s compliance Assets in accordance with any requirements applicable to the Fund under Subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”). The Subadviser agrees, however, except as otherwise specifically set forth in the Guidelines, to manage the investments of the Subadviser Assets in accordance with Subchapter M as if the Subadviser Assets constituted a separate investment company registered under the 1940 Act, except as otherwise specifically set forth in the Guidelines. Without limiting the preceding obligations of the Subadviser, if the Adviser notifies the Subadviser that the Adviser has determined, in its sole discretion, that the Subadviser Assets are not in compliance with any of the Trust’s Declaration of Trust, By-Laws, Prospectus, Guidelines, the 1940 Act or the Code, the Subadviser will immediately commence take action to bring the Subadviser Assets back into compliance; provided, however, the Subadviser’s commencement of such action shall not, in and of itself, constitute an admission by the Subadviser that the Subadviser Assets are not in compliance with the Trust’s Declaration of Trust, By-Laws, Prospectus, Guidelines, the 1940 Act or the Code. The Subadviser shall (a) make investment decisions for the Subadviser AssetsAssets and select securities for purchase or sale with respect to the Subadviser assets; (b) place purchase and sale orders for portfolio transactions for the Subadviser Assets; and (c) employ professional portfolio managers and investment analysts whose duties include, without limitation, providing research services with respect to the Subadviser Assets. In providing these services, the Subadviser will conduct a program of investment, evaluation and, if appropriate, sale and reinvestment of the Subadviser Assets, including the amount to be held uninvested as cash or in cash equivalents selected by the Subadviser. The Adviser shall use commercially reasonable efforts make available to promptly or furnish the Subadviser with copies of the Trust’s Prospectus and Statement of Additional Information, Agreement and Declaration of Trust, Bylaws, Advisory Agreement, written policies and procedures of the Fund adopted by the Board, the Guidelines and any other limitations or guidelines instituted by the Adviser with regards to the Subadviser Assets, relevant written policies and procedures of the Fund adopted by the Board, and any amendments thereto in advance of such amendments taking effectthereto. Upon notification by the Adviser of such amendments, the Subadviser shall immediately commence action if necessary to bring the Subadviser Assets into compliance; provided, that, Subadviser shall not be responsible for compliance with any such amendments prior to the time at which such written notification is received by Subadviser or made publicly available and the Subadviser has been notified of such public disclosure. The Subadviser shall have authority to instruct the Fund’s custodian (the “Custodian”) to: (i) pay cash for securities and other property delivered to the Custodian for the Subadviser Assets, (ii) deliver or accept delivery of, upon receipt of payment or payment upon receipt of, securities, commodities or other property underlying any futures or options contracts, and other property purchased or sold in the Subadviser Assets, and (iii) deposit margin or collateral which shall include the transfer of money, securities or other property to the extent necessary to meet the obligations of the Subadviser Assets with respect to any investments made pursuant to the Prospectus; provided, however, the Subadviser shall not be liable for Losses (as defined in Section 5A below) resulting directly from the acts or omissions of the Custodian other than Losses arising out of or based upon the Subadviser’s willful misfeasance, bad faith or gross negligence on its part in the performance of its duties hereunder, the Subadviser’s reckless disregard by it of its obligations and duties under this Agreement, or the Subadviser’s material breach of this Agreement or the Subadviser’s trade errors in accordance with Section 2O of this Agreement. Subject to the restrictions in Section 2D (Brokerage) below, the Subadviser is authorized on behalf of with respect to the Subadviser Assets to (i) enter into agreements and execute any documents as agent on behalf of the Fund (e.g., any derivatives documentation such as exchange traded and over-the-counter, as applicable) and take any other actions required to make investments pursuant to the Prospectus, which shall include any market and/or industry standard documentation and the standard representations contained therein; and (ii) acknowledge the receipt of brokers’ risk disclosure statements, electronic trading disclosure statements and similar disclosures.

Investment Subadvisory Services. Subject to the supervision of the Trust’s Board of Trustees (the “Board”) and the Adviser, the Subadviser shall manage the investments of the Subadviser Assets in accordance with (i) the Fund’s investment objective, policies, and restrictions as provided in the Trust’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”), (ii) the portfolio guidelines (including the list of securities permitted to be traded) agreed from time to time in writing by the Adviser and the Subadviser (the “Guidelines”), (iii) except as specifically set forth in the Guidelines, the requirements applicable to registered investment companies under applicable laws (including the 0000 Xxx1940 Act) and (iv) such other limitations as the Adviser may institute in writing and provide to Subadviser within a reasonable time prior to implementation. For the avoidance of doubt, the Subadviser agrees that it will manage the Subadviser Assets in accordance with the investment limitations and other restrictions under the 1940 Act as if the Subadviser Assets constituted a separate investment company registered under the 1940 Act. Subject The Subadviser further agrees to manage the immediately subsequent sentence, the Adviser agrees that investments of the Subadviser is not responsible for the Fund’s compliance Assets in accordance with any requirements applicable to the Fund under Subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”). The Subadviser agrees, however, except as otherwise specifically set forth in the Guidelines, to manage the investments of the Subadviser Assets in accordance with Subchapter M as if the Subadviser Assets constituted a separate investment company registered under the 1940 Act, except as otherwise specifically set forth in the Guidelines. Without limiting the preceding obligations of the Subadviser, if the Adviser notifies the Subadviser that the Adviser has determined, in its sole discretion, that the Subadviser Assets are not in compliance with any of the Trust’s Declaration of Trust, By-Laws, Prospectus, Guidelines, the 1940 Act or the Code, the Subadviser will immediately commence take action to bring the Subadviser Assets back into compliance; provided, however, the Subadviser’s commencement of such action shall not, in and of itself, constitute an admission by the Subadviser that the Subadviser Assets are not in compliance with the Trust’s Declaration of Trust, By-Laws, Prospectus, Guidelines, the 1940 Act or the Code. The Subadviser shall (a) make investment decisions for the Subadviser AssetsAssets and select securities for purchase or sale with respect to the Subadviser assets; (b) place purchase and sale orders for portfolio transactions for the Subadviser Assets; and (c) employ professional portfolio managers and investment analysts whose duties include, without limitation, providing research services with respect to the Subadviser Assets. In providing these services, the Subadviser will conduct a program of investment, evaluation and, if appropriate, sale and reinvestment of the Subadviser Assets, including the amount to be held uninvested as cash or in cash equivalents selected by the Subadviser. The Adviser shall use commercially reasonable efforts make available to promptly or furnish the Subadviser with copies of the Trust’s Prospectus and Statement of Additional Information, Agreement and Declaration of Trust, Bylaws, Advisory Agreement, written policies and procedures of the Fund adopted by the Board, the Guidelines and any other limitations or guidelines instituted by the Adviser with regards to the Subadviser Assets, and any amendments thereto in advance of such amendments taking effectthereto. Upon notification by the Adviser of such amendments, the Subadviser shall immediately commence action if necessary to bring the Subadviser Assets into compliance; provided, that, Subadviser shall not be responsible for compliance with any such amendments prior to the time at which such written notification is received by Subadviser or made publicly available and the Subadviser has been notified of such public disclosure. The Subadviser shall have authority to instruct the Fund’s custodian (the “Custodian”) to: (i) pay cash for securities and other property delivered to the Custodian for the Subadviser Assets, (ii) deliver or accept delivery of, upon receipt of payment or payment upon receipt of, securities, commodities or other property underlying any futures or options contracts, and other property purchased or sold in the Subadviser Assets, and (iii) deposit margin or collateral which shall include the transfer of money, securities or other property to the extent necessary to meet the obligations of the Subadviser Assets with respect to any investments made pursuant to the Prospectus; provided, however, the Subadviser shall not be liable for Losses (as defined in Section 5A below) resulting directly from the acts or omissions of the Custodian other than Losses arising out of or based upon the Subadviser’s willful misfeasance, bad faith or gross negligence on its part in the performance of its duties hereunder, the Subadviser’s reckless disregard by it of its obligations and duties under this Agreement, or the Subadviser’s material breach of this Agreement or the Subadviser’s trade errors in accordance with Section 2O of this Agreement. Subject to the restrictions in Section 2D (Brokerage) below, the Subadviser is authorized on behalf of with respect to the Subadviser Assets to (i) enter into agreements and execute any documents (e.g., any derivatives documentation such as exchange traded and over-the-counter, as applicable) and take any other actions required to make investments pursuant to the Prospectus, which shall include any market and/or industry standard documentation and the standard representations contained therein. The Subadviser may delegate certain of its administrative duties under this Agreement with respect to the Subadviser Assets to affiliated or unaffiliated third parties; provided that the Subadviser will not delegate any function which involves the exercise of discretionary investment management duties without the written consent of the Adviser. Any delegation to or appointment of third parties shall not limit any liability of the Subadviser to the Adviser arising hereunder for the performance of those duties. From time to time, the Subadviser Assets may include assets that are distressed, as determined by the Subadviser. Accordingly, subject to the restrictions set forth in Section 2D below and in the Guidelines, the Subadviser shall have the authority to take action on behalf of the Fund, with respect to the Subadviser Assets only, in connection with negotiations and transactions related to debt management, restructuring, reorganization, and bankruptcy (ii) acknowledge collectively, “Debt Management Actions”), including but not limited to, joining a committee, the receipt execution of brokers’ risk disclosure statementsany agreements and documentation arising throughout the course of such transaction, electronic trading disclosure statements and similar disclosuresparticipation in any ancillary rescue or financing transactions. Subadviser will not engage in any transactions whatsoever with respect to the Subadviser Assets with any affiliate of the Adviser without prior written approval by the Adviser.

Investment Subadvisory Services. Subject to the supervision of the Trust’s Board of Trustees (the “Board”) and the Adviser, the Subadviser shall manage the investments of the Subadviser Assets in accordance with (i) the Fund’s investment objective, policies, and restrictions as provided in the Trust’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”), (ii) the portfolio guidelines (including the list of securities permitted to be traded) agreed from time to time in writing by the Adviser and the Subadviser (the “Guidelines”), (iii) except as specifically set forth in the Guidelines, the requirements applicable to registered investment companies under applicable laws (including the 0000 Xxx) and (iv) such other limitations as the Adviser may institute in writing and provide to Subadviser within a reasonable time prior to implementation. For the avoidance of doubt, the Subadviser agrees that it will manage the Subadviser Assets in accordance with the investment limitations and other restrictions under the 1940 Act as if the Subadviser Assets constituted a separate investment company registered under the 1940 Act0000 Xxx. Subject The Subadviser further agrees to manage the immediately subsequent sentence, the Adviser agrees that investments of the Subadviser is not responsible for the Fund’s compliance Assets in accordance with any requirements applicable to the Fund under Subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”). The Subadviser agrees, however, except as otherwise specifically set forth in the Guidelines, to manage the investments of the Subadviser Assets in accordance with Subchapter M as if the Subadviser Assets constituted a separate investment company registered under the 1940 Act, except as otherwise specifically set forth in the Guidelines. Without limiting the preceding obligations of the Subadviser, if the Adviser notifies the Subadviser that the Adviser has determined, in its sole discretion, that the Subadviser Assets are not in compliance with any of the Trust’s Declaration of Trust, By-Laws, Prospectus, Guidelines, the 1940 Act or the Code, the Subadviser will immediately commence take action as soon as is reasonably practicable to bring the Subadviser Assets back into compliance; provided, however, the Subadviser’s commencement of such action shall not, in and of itself, constitute an admission by the Subadviser that the Subadviser Assets are not in compliance with the Trust’s Declaration of Trust, By-Laws, Prospectus, Guidelines, the 1940 Act or the Code. The Subadviser shall (a) make investment decisions for the Subadviser AssetsAssets and select securities for purchase or sale with respect to the Subadviser assets; (b) place purchase and sale orders for portfolio transactions for the Subadviser Assets; and (c) employ professional portfolio managers and investment analysts whose duties include, without limitation, providing research services with respect to the Subadviser Assets. In providing these services, the Subadviser will conduct a program of investment, evaluation and, if appropriate, sale and reinvestment of the Subadviser Assets, including the amount to be held uninvested as cash or in cash equivalents selected by the Subadviser. The Adviser shall use commercially reasonable efforts make available to promptly or furnish the Subadviser with copies of the Trust’s Prospectus and Statement of Additional Information, Agreement and Declaration of Trust, Bylaws, Advisory Agreement, written policies and procedures of the Fund adopted by the Board, the Guidelines and any other limitations or guidelines instituted by the Adviser with regards to the Subadviser Assets, and any amendments thereto in advance of such amendments taking effectthereto. Upon notification by the Adviser of such amendments, the Subadviser shall immediately commence action as soon as is reasonably practicable if necessary to bring the Subadviser Assets into compliance; provided, that, Subadviser shall not be responsible for compliance with any such amendments prior to the time at which such written notification is received by Subadviser or made publicly available and the Subadviser has been notified of such public disclosure. The Subadviser shall have authority to instruct the Fund’s custodian (the “Custodian”) to: (i) pay cash for securities and other property delivered to the Custodian for the Subadviser Assets, (ii) deliver or accept delivery of, upon receipt of payment or payment upon receipt of, securities, commodities or other property underlying any futures or options contracts, and other property purchased or sold in the Subadviser Assets, and (iii) deposit margin or collateral which shall include the transfer of money, securities or other property to the extent necessary to meet the obligations of the Subadviser Assets with respect to any investments made pursuant to the Prospectus; provided, however, the Subadviser shall not be liable for Losses (as defined in Section 5A below) resulting directly from the acts or omissions of the Custodian other than Losses arising out of or based upon the Subadviser’s willful misfeasance, bad faith or gross negligence on its part in the performance of its duties hereunder, the Subadviser’s reckless disregard by it of its obligations and duties under this Agreement, or the Subadviser’s material breach of this Agreement or the Subadviser’s trade errors in accordance with Section 2O of this Agreement. Subject to the restrictions in Section 2D (Brokerage) below, the Subadviser is authorized on behalf of with respect to the Subadviser Assets to (i) enter into agreements and execute any documents (e.g., any derivatives documentation such as exchange traded and over-the-counter, as applicable) and take any other actions required to make investments pursuant to the Prospectus, which shall include any market and/or industry standard documentation and the standard representations contained therein; and (ii) acknowledge the receipt of brokers’ risk disclosure statements, electronic trading disclosure statements and similar disclosures.

Investment Subadvisory Services. Subject to the supervision of the Trust’s Board of Trustees (the “Board”) and the Adviser, the Subadviser shall manage the investments of the Subadviser Assets in accordance with (i) the Fund’s investment objective, policies, and restrictions as provided set forth in the Trust’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”), (ii) the portfolio guidelines (including the list of securities permitted to be traded) agreed from time to time in writing by the Adviser and the Subadviser (the “Guidelines”), (iii) except as specifically set forth in the Guidelines, the requirements applicable to registered investment companies under applicable laws (including the 0000 Xxx) and (iv) such other limitations as the Adviser may institute institute, in each of (i) through (iv) in writing and provide provided to Subadviser within a reasonable time prior to implementation to give the Subadviser sufficient opportunity to raise any issues that could affect implementation. For the avoidance of doubt, the Subadviser agrees that it will manage the Subadviser Assets in accordance with the investment limitations and other restrictions under the 1940 Act as if the Subadviser Assets constituted a separate investment company registered under the 1940 Act0000 Xxx. Subject The Subadviser further agrees to manage the immediately subsequent sentence, the Adviser agrees that investments of the Subadviser is not responsible for the Fund’s compliance Assets in accordance with any requirements applicable to the Fund under Subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”). The Subadviser agrees, however, except as otherwise specifically set forth in the Guidelines, to manage the investments of the Subadviser Assets in accordance with Subchapter M as if the Subadviser Assets constituted a separate investment company registered under the 1940 Act, except as otherwise specifically set forth in the Guidelines, based on the Subadviser’s reasonable interpretation of such provision and based on the books and records relating to the Subadviser Assets as provided by the Fund’s administrator, custodian or other service provider. Without limiting the preceding obligations of the Subadviser, if the Adviser notifies the Subadviser that the Adviser has determined, in its sole discretion, that the Subadviser Assets are not in compliance with any of the Trust’s Declaration of Trust, By-Laws, Prospectus, Guidelines, the 1940 Act or the Code, the Subadviser will immediately commence take action to bring the Subadviser Assets back into compliance; provided, however, the Subadviser’s commencement of such action shall not, in and of itself, constitute an admission by the Subadviser that the Subadviser Assets are not in compliance with the Trust’s Declaration of Trust, By-Laws, Prospectus, Guidelines, the 1940 Act or the Code. The Subadviser shall (a) make investment decisions for the Subadviser AssetsAssets and select securities for purchase or sale with respect to the Subadviser assets; (b) place purchase and sale orders for portfolio transactions for the Subadviser Assets; and (c) employ professional portfolio managers and investment analysts whose duties include, without limitation, providing research services with respect to the Subadviser Assets. In providing these services, the Subadviser will conduct a program of investment, evaluation and, if appropriate, sale and reinvestment of the Subadviser Assets, including the amount to be held uninvested as cash or in cash equivalents selected by the Subadviser. The Adviser shall use commercially reasonable efforts make available to promptly or furnish the Subadviser with copies of the Trust’s Prospectus and Statement of Additional Information, Agreement and Declaration of Trust, Bylaws, Advisory Agreement, written policies and procedures of the Fund adopted by the Board, the Guidelines and any other limitations or guidelines instituted by the Adviser with regards to the Subadviser Assets, and any amendments thereto thereto, in advance of such amendments taking eachcase in the form currently in effect. Upon receipt by Subadviser of written notification by the Adviser of such amendments, the Subadviser shall immediately commence action if necessary to bring the Subadviser Assets into compliance; provided, that, Subadviser shall not be responsible for compliance with any such amendments prior to the time at which such written notification is received by Subadviser or made publicly available and the Subadviser has been notified of such public disclosureas soon as reasonably practicable. The Subadviser shall have authority to instruct the Fund’s custodian (the “Custodian”) to: (i) pay cash for securities and other property delivered to the Custodian for the Subadviser Assets, (ii) deliver or accept delivery of, upon receipt of payment or payment upon receipt of, securities, commodities or other property underlying any futures or options contracts, and other property purchased or sold in the Subadviser Assets, and (iii) deposit margin or collateral which shall include the transfer of money, securities or other property to the extent necessary to meet the obligations of the Subadviser Assets with respect to any investments made pursuant to the Prospectus; provided, however, the Subadviser shall not be liable for Losses (as defined in Section 5A below) resulting directly from the acts or omissions of the Custodian other than Losses arising out of or based upon the Subadviser’s willful misfeasance, bad faith or gross negligence on its part in the performance of its duties hereunder, the Subadviser’s reckless disregard by it of its obligations and duties under this Agreement, or the Subadviser’s material breach of this Agreement or the Subadviser’s trade errors in accordance with Section 2O of this Agreement. Subject to the restrictions in Section 2D (Brokerage) below, the The Subadviser is authorized on behalf of with respect to the Subadviser Assets to (i) enter into trading agreements and execute any documents (e.g., any derivatives documentation such as exchange traded ISDAs, control agreements, clearing agreements and over-the-counterother trading arrangements on behalf of the Fund, as applicable) and take any other actions required to make investments pursuant to the Prospectus, which shall may include any market and/or industry standard documentation documentation. The Subadviser agrees to provide copies of such trading agreements and documents to Adviser upon Adviser’s reasonable request and in such forms as the standard representations contained therein; Adviser and Subadviser may mutually agree. In addition, the Subadviser shall not act for, represent, and purport to bind the Fund with respect to any Subadviser Assets in any legal or administrative proceeding (iiexcluding any corporate actions) acknowledge involving any Subadviser Assets, including, without limitation, bankruptcy proceedings without the receipt prior written consent of brokers’ risk disclosure statementsthe Adviser. Subadviser may, electronic trading disclosure statements as permitted by rule, regulation or position of the staff of the Securities and similar disclosuresExchange Commission, utilize the personnel of its affiliates including foreign affiliates in providing trade execution and other administrative services under this Agreement. In addition, the Subadviser may also delegate any of its investment advisory duties and obligations hereunder to any affiliated person, as such person is defined in the 1940 Act, that is eligible to serve as an investment adviser to an investment company registered under the 1940 Act on such terms and conditions as it deems necessary or appropriate, provided that such delegation is permitted by and in conformity with the 1940 Act. Notwithstanding the foregoing in this paragraph, Subadviser shall remain solely responsible for the provision of services under this Agreement.

Investment Subadvisory Services. Subject to the supervision of the Trust’s Board of Trustees (the “Board”) and the Adviser, the Subadviser shall manage the investments of the Subadviser Assets in accordance with (i) the Fund’s investment objective, policies, and restrictions as provided in the Trust’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”), (ii) the portfolio guidelines (including the list of securities permitted to be traded) agreed from time to time in writing by the Adviser and the Subadviser (the “Guidelines”), (iii) except as specifically set forth in the Guidelines, the requirements applicable to registered investment companies under applicable laws (including the 0000 Xxx) and (iv) such other limitations as the Adviser may institute in writing and provide to Subadviser within a reasonable time prior to implementation. For the avoidance of doubt, the Subadviser agrees that it will manage the Subadviser Assets in accordance with the investment limitations and other restrictions under the 1940 Act as if the Subadviser Assets constituted a separate investment company registered under the 1940 Act0000 Xxx. Subject The Subadviser further agrees to manage the immediately subsequent sentence, the Adviser agrees that investments of the Subadviser is not responsible for the Fund’s compliance Assets in accordance with any requirements applicable to the Fund under Subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”). The Subadviser agrees, however, except as otherwise specifically set forth in the Guidelines, to manage the investments of the Subadviser Assets in accordance with Subchapter M as if the Subadviser Assets constituted a separate investment company registered under the 1940 Act, except as otherwise specifically set forth in the Guidelines. Without limiting the preceding obligations of the Subadviser, if the Adviser notifies the Subadviser that the Adviser has determined, in its sole discretion, that the Subadviser Assets are not in compliance with any of the Trust’s Declaration of Trust, By-Laws, Prospectus, Guidelines, the 1940 Act or the Code, the Subadviser will immediately commence take action to bring the Subadviser Assets back into compliance; provided, however, the Subadviser’s commencement of such action shall not, in and of itself, constitute an admission by the Subadviser that the Subadviser Assets are not in compliance with the Trust’s Declaration of Trust, By-Laws, Prospectus, Guidelines, the 1940 Act or the Code. The Subadviser shall (a) make investment decisions for the Subadviser AssetsAssets and select securities for purchase or sale with respect to the Subadviser assets; (b) place purchase and sale orders for portfolio transactions for the Subadviser Assets; and (c) employ professional portfolio managers and investment analysts whose duties include, without limitation, providing research services with respect to the Subadviser Assets. In providing these services, the Subadviser will conduct a program of investment, evaluation and, if appropriate, sale and reinvestment of the Subadviser Assets, including the amount to be held uninvested as cash or in cash equivalents selected by the Subadviser. The Adviser shall use commercially reasonable efforts make available to promptly or furnish the Subadviser with copies of the Trust’s Prospectus and Statement of Additional Information, Agreement and Declaration of Trust, Bylaws, Advisory Agreement, written policies and procedures of the Fund adopted by the Board, the Guidelines and any other limitations or guidelines instituted by the Adviser with regards to the Subadviser Assets, and any amendments thereto in advance of such amendments taking effectthereto. Upon notification by the Adviser of such amendments, the Subadviser shall immediately commence action if necessary to bring the Subadviser Assets into compliance; provided, that, Subadviser shall not be responsible for compliance with any such amendments prior to the time at which such written notification is received by Subadviser or made publicly available and the Subadviser has been notified of such public disclosure. The Subadviser shall have authority to instruct the Fund’s custodian (the “Custodian”) to: (i) pay cash for securities and other property delivered to the Custodian for the Subadviser Assets, (ii) deliver or accept delivery of, upon receipt of payment or payment upon receipt of, securities, commodities or other property underlying any futures or options contracts, and other property purchased or sold in the Subadviser Assets, and (iii) deposit margin or collateral which shall include the transfer of money, securities or other property to the extent necessary to meet the obligations of the Subadviser Assets with respect to any investments made pursuant to the Prospectus; provided, however, the Subadviser shall not be liable for Losses (as defined in Section 5A below) resulting directly from the acts or omissions of the Custodian other than Losses arising out of or based upon the Subadviser’s willful misfeasance, bad faith or gross negligence on its part in the performance of its duties hereunder, the Subadviser’s reckless disregard by it of its obligations Prospectus and duties under this Agreement, or the Subadviser’s material breach of this Agreement or the Subadviser’s trade errors in accordance with Section 2O of this Agreement. Subject to the restrictions in Section 2D (Brokerage) below, the Subadviser is authorized on behalf of with respect to the Subadviser Assets to (i) enter into agreements and execute any documents (e.g., any derivatives documentation such as exchange traded and over-the-counter, as applicable) (defined in section Section 2.D. of this Agreement as “Documentation”) and take any other actions required to make investments pursuant to the Prospectus, which shall include any market and/or industry standard documentation and the standard representations contained therein; and (ii) acknowledge the receipt of brokers’ risk disclosure statements, electronic trading disclosure statements and similar disclosures.

Investment Subadvisory Services. Subject to the supervision of the Trust’s Board of Trustees (the ‘“Board”) and the Adviser, the Subadviser shall manage the investments of the Subadviser Assets in accordance with (i) the Fund’s investment objective, policies, and restrictions as provided in the Trust’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”), (ii) the portfolio guidelines (including the list of securities permitted to be traded) agreed from time to time in writing by the Adviser and the Subadviser (the “Guidelines”), (iii) except as specifically set forth in the Guidelines, the requirements applicable to registered investment companies under applicable laws (including the 0000 Xxx1940 Act) and (iv) such other limitations as the Adviser may institute in writing and provide to Subadviser within a reasonable time prior to implementation. For the avoidance of doubt, the Subadviser agrees that it will manage the Subadviser Assets in accordance with the investment limitations and other restrictions under the 1940 Act as if the Subadviser Assets constituted a separate investment company registered under the 1940 Act. Subject The Subadviser further agrees to manage the immediately subsequent sentence, the Adviser agrees that investments of the Subadviser is not responsible for the Fund’s compliance Assets in accordance with any requirements applicable to the Fund under Subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”). The Subadviser agrees, however, except as otherwise specifically set forth in the Guidelines, to manage the investments of the Subadviser Assets in accordance with Subchapter M as if the Subadviser Assets constituted a separate investment company registered under the 1940 Act, except as otherwise specifically set forth in the Guidelines. Without limiting the preceding obligations of the Subadviser, if the Adviser notifies the Subadviser that the Adviser has determined, in its sole discretion, that the Subadviser Assets are not in compliance with any of the Trust’s Declaration of Trust, By-Laws, Prospectus, Guidelines, the 1940 Act or the Code, the Subadviser will immediately commence take action to bring the Subadviser Assets back into compliance; provided, however, the Subadviser’s commencement of such action shall not, in and of itself, constitute an admission by the Subadviser that the Subadviser Assets are not in compliance with the Trust’s Declaration of Trust, By-Laws, Prospectus, Guidelines, the 1940 Act or the Code. The Subadviser shall (a) make investment decisions for the Subadviser AssetsAssets and select securities for purchase or sale with respect to the Subadviser assets; (b) place purchase and sale orders for portfolio transactions for the Subadviser Assets; and (c) employ professional portfolio managers and investment analysts whose duties include, without limitation, providing research services with respect to the Subadviser Assets. In providing these services, the Subadviser will conduct a program of investment, evaluation and, if appropriate, sale and reinvestment of the Subadviser Assets, including the amount to be held uninvested as cash or in cash equivalents selected by the Subadviser. The Adviser shall use commercially reasonable efforts make available to promptly or furnish the Subadviser with copies of the Trust’s Prospectus and Statement of Additional Information, Agreement and Declaration of Trust, Bylaws, Advisory Agreement, written policies and procedures of the Fund adopted by the Board, the Guidelines and any other limitations or guidelines instituted by the Adviser with regards to the Subadviser Assets, and any amendments thereto in advance of such amendments taking effectthereto. Upon notification by the Adviser of such amendments, the Subadviser shall immediately commence action if necessary to bring the Subadviser Assets into compliance; provided, that, Subadviser shall not be responsible for compliance with any such amendments prior to the time at which such written notification is received by Subadviser or made publicly available and the Subadviser has been notified of such public disclosure. The Subadviser shall have authority to instruct the Fund’s custodian (the “Custodian”) to: (i) pay cash for securities and other property delivered to the Custodian for the Subadviser Assets, (ii) deliver or accept delivery of, upon receipt of payment or payment upon receipt of, securities, commodities or other property underlying any futures or options contracts, and other property purchased or sold in the Subadviser Assets, and ,(iii) deposit margin or collateral which shall include the transfer of money, securities or other property to the extent necessary to meet the obligations of the Subadviser Assets with respect to any investments made pursuant to the Prospectus; provided, however, and (iv) in respect of any corporate actions attached to securities in the Subadviser shall not be liable for Losses (as defined in Section 5A below) resulting directly from the acts or omissions of the Custodian other than Losses arising out of or based upon the Subadviser’s willful misfeasance, bad faith or gross negligence on its part in the performance of its duties hereunder, the Subadviser’s reckless disregard by it of its obligations and duties under this Agreement, or the Subadviser’s material breach of this Agreement or the Subadviser’s trade errors in accordance with Section 2O of this AgreementAssets. Subject to the restrictions in Section 2D (Brokerage) below, the Subadviser is authorized on behalf of with respect to the Subadviser Assets to (i) enter into agreements and execute any documents (e.g., any derivatives documentation such as exchange traded and over-the-counter, as applicable) and take any other actions required to make investments pursuant to the Prospectus, which shall include any market and/or industry standard documentation and the standard representations contained therein; and (ii) acknowledge the receipt of brokers’ risk disclosure statements, electronic trading disclosure statements and similar disclosures.

Investment Subadvisory Services. Subject to the supervision of the Trust’s Board of Trustees (the “Board”) and the Adviser, the Subadviser shall manage the investments of the Subadviser Assets in accordance with (i) the Fund’s investment objective, policies, and restrictions as provided in the Trust’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”), (ii) the portfolio guidelines (including the list of securities permitted to be traded) agreed from time to time in writing by the Adviser and the Subadviser (the “Guidelines”), (iii) except as specifically set forth in the Guidelines, the requirements applicable to registered investment companies under applicable laws (including the 0000 Xxx) and (iv) such other limitations as the Adviser may institute in writing writing; provided that Subadviser is provided the opportunity to raise any issues that could affect implementation with the Adviser. In the unlikely event that the Sub-Adviser determines that it cannot comply with the limitations, and provide to Subadviser within a reasonable time no compromise can be reached with the Adviser, Sub-Adviser may resign prior to implementationthe implementation date of the limitation, notwithstanding any termination notice period set forth in Section 9. For the avoidance of doubt, the Subadviser agrees that it will manage the Subadviser Assets in accordance with the investment limitations and other restrictions under the 1940 Act as if the Subadviser Assets constituted a separate investment company registered under the 1940 Act0000 Xxx. Subject The Subadviser further agrees to manage the immediately subsequent sentence, the Adviser agrees that investments of the Subadviser is not responsible for the Fund’s compliance Assets in accordance with any requirements applicable to the Fund under Subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”). The Subadviser agrees, however, except as otherwise specifically set forth in the Guidelines, to manage the investments of the Subadviser Assets in accordance with Subchapter M as if the Subadviser Assets constituted a separate investment company registered under the 1940 Act, except as otherwise specifically set forth in the Guidelines. Without limiting the preceding obligations of the Subadviser, if the Adviser notifies the Subadviser that the Adviser has determined, in its sole discretion, that the Subadviser Assets are not in compliance with any of the Trust’s Declaration of Trust, By-Laws, Prospectus, Guidelines, the 1940 Act or the Code, the Subadviser will immediately commence promptly take action to bring the Subadviser Assets back into compliance; provided, however, the Subadviser’s commencement of such action shall not, in and of itself, constitute an admission by the Subadviser that the Subadviser Assets are not in compliance with the Trust’s Declaration of Trust, By-Laws, Prospectus, Guidelines, the 1940 Act or the Code. The Subadviser shall (a) make investment decisions for the Subadviser AssetsAssets and select securities for purchase or sale with respect to the Subadviser assets; (b) place purchase and sale orders for portfolio transactions for the Subadviser Assets; and (c) employ professional portfolio managers and investment analysts whose duties include, without limitation, providing research services with respect to the Subadviser Assets. In providing these services, the Subadviser will conduct a program of investment, evaluation and, if appropriate, sale and reinvestment of the Subadviser Assets, including the amount to be held uninvested as cash or in cash equivalents selected by the Subadviser. The Adviser shall use commercially reasonable efforts make available to promptly or furnish the Subadviser with copies of the Trust’s Prospectus and Statement of Additional Information, Agreement and Declaration of Trust, Bylaws, Advisory Agreement, written policies and procedures of the Fund adopted by the Board, the Guidelines and any other limitations or guidelines instituted by the Adviser with regards to the Subadviser Assets, and any amendments thereto in advance of such amendments taking effectthereto. Upon notification by the Adviser of such amendments, the Subadviser shall immediately promptly commence action if necessary to bring the Subadviser Assets into compliance; provided, that, Subadviser shall not be responsible for compliance with any such amendments prior to the time at which such written notification is received by Subadviser or made publicly available and the Subadviser has been notified of such public disclosure. The Subadviser shall have authority to instruct the Fund’s custodian (the “Custodian”) to: (i) pay cash for securities and other property delivered to the Custodian for the Subadviser Assets, (ii) deliver or accept delivery of, upon receipt of payment or payment upon receipt of, securities, commodities or other property underlying any futures or options contracts, and other property purchased or sold in the Subadviser Assets, and (iii) deposit margin or collateral which shall include the transfer of money, securities or other property to the extent necessary to meet the obligations of the Subadviser Assets with respect to any investments made pursuant to the Prospectus; provided. Notwithstanding its authority to instruct on portfolio trades or depositing margin or collateral, howeverthe Adviser confirms, and the Subadviser acknowledges and agrees, that the Subadviser is not acting in the capacity of a custodian nor taking custody of any assets of the Funds Notwithstanding any other provision in this Agreement or in any agreement executed between the Fund and the Custodian (each, a “Custody Agreement”), the Advisor confirms, and the Subadviser acknowledges and agrees, that the Subadviser shall not be liable have no authority whatsoever, nor any authority to direct Custodian, to withdraw or transfer funds or securities from an account otherwise than in connection with effecting or settling trades for Losses (as defined in Section 5A below) resulting directly from the acts or omissions of the Custodian other than Losses arising out of or based upon the Subadviser’s willful misfeasance, bad faith or gross negligence on its part in the performance of its duties hereunder, the Subadviser’s reckless disregard by it of its obligations and duties under accounts pursuant to this Agreement, or . In the Subadviser’s material breach event of a conflict between the provisions of this Agreement or and the Subadviser’s trade errors in accordance with Section 2O Custody Agreement, the terms of this AgreementAgreement shall control. The Custodian and not the Subadviser is responsible for the collection of income, dividends, and other distributions and for other functions incidental to the role of the Custodian. Subject to the restrictions in Section 2D (Brokerage) below, the Subadviser is authorized on behalf of with respect to the Subadviser Assets to (i) enter into agreements and execute any documents (e.g., any derivatives documentation such as exchange traded and over-the-counter, as applicable) and take any other actions required to make investments pursuant to the Prospectus, which shall include any market and/or industry standard documentation and the standard representations contained therein; and (ii) acknowledge the receipt of brokers’ risk disclosure statements, electronic trading disclosure statements and similar disclosures.

Investment Subadvisory Services. Subject to the supervision of the TrustCompany’s Board of Trustees Directors (the “Board”) and the Adviser, the Subadviser shall manage the investments of the Subadviser Assets in accordance with (i) the Company’s Memorandum and Articles of Association, as currently in effect and as amended or supplemented from time to time (herein referred to as the “Memorandum and Articles”), (ii) the Fund’s investment objective, policies, and restrictions as provided in the TrustFund’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”), (iiiii) the portfolio guidelines (including the list of securities permitted to be traded) agreed from time to time in writing by the Adviser and the Subadviser (the “Guidelines”), (iiiiv) except as specifically set forth in the Guidelines, the requirements applicable to registered investment companies under applicable laws (including the 0000 Xxx1940 Act) and (ivv) such other limitations as the Adviser may institute in writing and provide to Subadviser within a reasonable time prior to implementation. For the avoidance of doubt, the Subadviser agrees that it will manage the Subadviser Assets in accordance with the investment limitations and other restrictions under the 1940 Act as if the Subadviser Assets (together with the “Subadviser Assets,” with respect to the Fund, under the Fund Sub-Advisory Agreement) constituted a separate investment company registered under the 1940 Act. Subject The Subadviser further agrees to manage the immediately subsequent sentence, the Adviser agrees that investments of the Subadviser is not responsible for the Fund’s compliance Assets in accordance with any requirements applicable to the Fund under Subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”). The ) as if the Subadviser agreesAssets (together with the “Subadviser Assets,” with respect to the Fund, howeverunder the Fund Sub-Advisory Agreement) constituted a separate investment company registered under the 1940 Act, except as otherwise specifically set forth in the Guidelines, to manage the investments of the Subadviser Assets in accordance with Subchapter M as if the Subadviser Assets constituted a separate investment company registered under the 1940 Act. Without limiting the preceding obligations of the Subadviser, if the Adviser notifies the Subadviser that the Adviser has determined, in its sole discretion, that the Subadviser Assets are not in compliance with any of the Memorandum and Articles, the Trust’s Declaration of Trust, Trust and By-Laws, Prospectus, Guidelines, the 1940 Act or the Code, Code the Subadviser will immediately commence take action to bring the Subadviser Assets back into compliance; provided, however, the Subadviser’s commencement of such action shall not, in and of itself, constitute an admission by the Subadviser that the Subadviser Assets are not in compliance with the Memorandum and Articles, the Trust’s Declaration of Trust, By-Laws, Prospectus, Guidelines, the 1940 Act or the Code. The Subadviser shall (a) make investment decisions for the Subadviser Assets and select securities for purchase or sale with respect to the Subadviser Assets; (b) place purchase and sale orders for portfolio transactions for the Subadviser Assets; and (c) employ professional portfolio managers and investment analysts whose duties include, without limitation, providing research services with respect to the Subadviser Assets. In providing these services, the Subadviser will conduct a program of investment, evaluation and, if appropriate, sale and reinvestment of the Subadviser Assets, including the amount to be held uninvested as cash or in cash equivalents selected by the Subadviser. The Adviser shall use commercially reasonable efforts make available to promptly or furnish the Subadviser with copies of the TrustFund’s Prospectus and Statement of Additional Information, Agreement the Memorandum and Articles, the Trust’s Declaration of Trust, Trust and Bylaws, the Advisory Agreement, written policies and procedures of the Fund adopted by the Board, the Guidelines and any other applicable limitations or guidelines instituted by the Adviser with regards regard to the Subadviser Assets, and any amendments thereto in advance to any of such amendments taking effectthe foregoing. Upon notification by the Adviser of any such amendments, the Subadviser shall immediately commence action if necessary to bring the Subadviser Assets into compliance; provided, that, Subadviser shall not be responsible for compliance with any such amendments prior to the time at which such written notification is received by Subadviser or made publicly available and the Subadviser has been notified of such public disclosure. The Subadviser shall have authority to instruct the FundCompany’s custodian (the “Custodian”) to: (i) pay cash for securities and other property delivered to the Custodian for the Subadviser Assets, (ii) deliver or accept delivery of, upon receipt of payment or payment upon receipt of, securities, commodities or other property underlying any futures or options contracts, and other property purchased or sold in or for the Subadviser Assets, and (iii) deposit margin or collateral which shall include the transfer of money, securities or other property to the extent necessary to meet the obligations of the Subadviser Assets with respect to any investments made pursuant to the Prospectus; provided, however, the Subadviser shall not be liable for Losses (as defined in Section 5A below) resulting directly from the acts or omissions of the Custodian other than Losses arising out of or based upon the Subadviser’s willful misfeasance, bad faith or gross negligence on its part in the performance of its duties hereunder, the Subadviser’s reckless disregard by it of its obligations and duties under this Agreement, or the Subadviser’s material breach of this Agreement or the Subadviser’s trade errors in accordance with Section 2O of this Agreement. Subject to the restrictions in Section 2D (Brokerage) below, the Subadviser is authorized on behalf of with respect to the Subadviser Assets to (i) enter into agreements and execute any documents (e.g., any derivatives documentation such as exchange traded and over-the-counter, as applicable) and take any other actions required to make investments pursuant to the Prospectusthis Agreement, which shall include any market and/or industry standard documentation and the standard representations contained therein; and (ii) acknowledge the receipt of brokers’ risk disclosure statements, and electronic trading disclosure statements statements. For the avoidance of doubt, the Subadviser is authorized, consistent with the investment discretion delegated to the Subadviser herein and similar disclosuressubject to the restrictions set forth in Section 2D below and in the Guidelines, to (i) negotiate the terms of and execute any documents, including without limitation, brokerage agreements, account documentation, clearing agreements, futures and option agreements, swap agreements, International Swaps and Derivatives Association, Inc. master agreements and credit support annexes (“ISDAs”) and any related control agreements, and other agreements in connection with investments made for the Subadviser Assets; (ii) make such representations, warranties and indemnities and provide such representation letters in the name of, binding against and on behalf of the Company as are required in ISDAs; and (iii) take or perform such actions as shall be requested by brokers, dealers, futures commission merchants, swap dealers and or clearing houses or other intermediaries, counterparties or other persons or entities in connection with the services provided by the Subadviser hereunder. Provided however, Subadviser shall not, under any circumstances, engage in any transactions whatsoever with respect to the Subadviser Assets with any affiliate of the Adviser without the prior written approval of the Adviser. In-Kind Securities that may be transferred into the Subadviser Assets shall be transferred in accordance with Appendix A, and Appendix A is hereby incorporated into this Agreement.

Investment Subadvisory Services. Subject to the supervision of the Trust’s Board of Trustees (the “Board”) and the Adviser, the Subadviser shall manage the investments of the Subadviser Assets in accordance with (i) the Fund’s investment objective, policies, and restrictions as provided in the Trust’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”), (ii) the portfolio guidelines (including the list of securities permitted to be traded) agreed from time to time in writing by the Adviser and the Subadviser (the “Guidelines”), (iii) except as specifically set forth in the Guidelines, the requirements applicable to registered investment companies under applicable laws (including the 0000 Xxx) and (iv) such other limitations as the Adviser may institute in writing and provide to Subadviser within a reasonable time prior to implementation to provide the Subadviser with the opportunity to raise any issues that could affect implementation. For the avoidance of doubt, the Subadviser agrees that it will manage the Subadviser Assets in accordance with the investment limitations and other restrictions under the 1940 Act as if the Subadviser Assets constituted a separate investment company registered under the 1940 Act0000 Xxx. Subject The Subadviser further agrees to manage the immediately subsequent sentence, the Adviser agrees that investments of the Subadviser is not responsible for the Fund’s compliance Assets in accordance with any requirements applicable to the Fund under Subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”). The Subadviser agrees, however, except as otherwise specifically set forth in the Guidelines, to manage the investments of the Subadviser Assets in accordance with Subchapter M as if the Subadviser Assets constituted a separate investment company registered under the 1940 Act, except as otherwise specifically set forth in the Guidelines. Without limiting the preceding obligations of the Subadviser, if the Adviser notifies the Subadviser that the Adviser has determined, in its sole discretion, that the Subadviser Assets are not in compliance with any of the Trust’s Declaration of Trust, By-Laws, Prospectus, Guidelines, the 1940 Act or the Code, the Subadviser will immediately commence promptly take action to bring the Subadviser Assets back into compliance; provided, however, the Subadviser’s commencement of such action shall not, in and of itself, constitute an admission by the Subadviser that the Subadviser Assets are not in compliance with the Trust’s Declaration of Trust, By-Laws, Prospectus, Guidelines, the 1940 Act or the Code. The Subadviser shall (a) make investment decisions for the Subadviser AssetsAssets and select securities for purchase or sale with respect to the Subadviser assets; and (b) place purchase and sale orders for portfolio transactions for the Subadviser Assets; and (c) employ professional portfolio managers and investment analysts whose duties include, without limitation, providing research services with respect to the Subadviser Assets. In providing these services, the Subadviser will conduct a program of investment, evaluation and, if appropriate, sale and reinvestment of the Subadviser Assets, including the amount to be held uninvested as cash or in cash equivalents selected by the Subadviser. The Adviser shall use commercially reasonable efforts make available to promptly or furnish the Subadviser with copies of the Trust’s Prospectus and Statement of Additional Information, Agreement and Declaration of Trust, Bylaws, Advisory Agreement, written policies and procedures of the Fund adopted by the Board, the Guidelines and any other applicable limitations or guidelines instituted by the Adviser with regards to the Subadviser Assets, and any amendments thereto in advance of such amendments taking effectthereto. Upon notification by the Adviser of any such amendmentsamendment, the Subadviser shall immediately as promptly as reasonably practicable commence action if necessary to bring the Subadviser Assets into compliance; provided, that, Subadviser shall not be responsible for compliance with any such amendments prior to by the time at which such written notification is received by Subadviser or made publicly available and the Subadviser has been notified effective date of such public disclosureamendment. The Subadviser shall have authority to instruct the Fund’s custodian (the “Custodian”) to: (i) pay cash for securities and other property delivered to the Custodian for the Subadviser Assets, (ii) deliver or accept delivery of, upon receipt of payment or payment upon receipt of, securities, commodities or other property underlying any futures or options contracts, and other property purchased or sold in the Subadviser Assets, and (iii) deposit margin or collateral which shall include the transfer of money, securities or other property to the extent necessary to meet the obligations of the Subadviser Assets with respect to any investments made pursuant to the Prospectus; provided, however, the Subadviser shall not be liable for Losses (as defined in Section 5A below) resulting directly from the acts or omissions of the Custodian other than Losses arising out of or based upon the Subadviser’s willful misfeasance, bad faith or gross negligence on its part in the performance of its duties hereunder, the Subadviser’s reckless disregard by it of its obligations and duties under this Agreement, or the Subadviser’s material breach of this Agreement or the Subadviser’s trade errors in accordance with Section 2O of this Agreement. Subject to the restrictions in Section 2D (Brokerage) below, the Subadviser is authorized on behalf of with respect to the Subadviser Assets to (i) enter into agreements and execute any documents (e.g., any derivatives documentation such as exchange traded and over-the-counter, as applicable) and take any other actions required to make investments pursuant to the Prospectus, which shall include any market and/or industry standard documentation and the standard representations contained therein; and (ii) acknowledge the receipt of brokers’ risk disclosure statements, electronic trading disclosure statements and similar disclosures.

Investment Subadvisory Services. Subject to the supervision of the Trust’s Board of Trustees (the “Board”) and the Adviser, the Subadviser shall manage the investments of the Subadviser Assets in accordance with (i) the Fund’s investment objective, policies, and restrictions as provided in the Trust’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”), (ii) the portfolio guidelines (including the list of securities permitted to be traded) agreed from time to time in writing by the Adviser and the Subadviser (the “Guidelines”), (iii) except as specifically set forth in the Guidelines, the requirements applicable to registered investment companies under applicable laws (including the 0000 Xxx1940 Act) and (iv) such other limitations as the Adviser may institute in writing and provide to Subadviser within a reasonable time prior to implementation. For the avoidance of doubt, the Subadviser agrees that it will manage the Subadviser Assets in accordance with the investment limitations and other restrictions under the 1940 Act as if the Subadviser Assets constituted a separate investment company registered under the 1940 Act. Subject The Subadviser further agrees to manage the immediately subsequent sentence, the Adviser agrees that investments of the Subadviser is not responsible for the Fund’s compliance Assets in accordance with any requirements applicable to the Fund under Subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”). The Subadviser agrees, however, except as otherwise specifically set forth in the Guidelines, to manage the investments of the Subadviser Assets in accordance with Subchapter M as if the Subadviser Assets constituted a separate investment company registered under the 1940 Act, except as otherwise specifically set forth in the Guidelines. Without limiting the preceding obligations of the Subadviser, if the Adviser notifies the Subadviser that the Adviser has determined, in its sole discretion, that the Subadviser Assets are not in compliance with any of the Trust’s Declaration of Trust, By-Laws, Prospectus, Guidelines, the 1940 Act or the Code, the Subadviser will immediately commence take action to bring the Subadviser Assets back into compliance; provided, however, the Subadviser’s commencement of such action shall not, in and of itself, constitute an admission by the Subadviser that the Subadviser Assets are not in compliance with the Trust’s Declaration of Trust, By-Laws, Prospectus, Guidelines, the 1940 Act or the Code. The Subadviser shall (a) make investment decisions for the Subadviser AssetsAssets and select securities for purchase or sale with respect to the Subadviser assets; (b) place purchase and sale orders for portfolio transactions for the Subadviser Assets; and (c) employ professional portfolio managers and investment analysts whose duties include, without limitation, providing research services with respect to the Subadviser Assets. In providing these services, the Subadviser will conduct a program of investment, evaluation and, if appropriate, sale and reinvestment of the Subadviser Assets, including the amount to be held uninvested as cash or in cash equivalents selected by the Subadviser. The Adviser shall use commercially reasonable efforts make available to promptly or furnish the Subadviser with copies of the Trust’s Prospectus and Statement of Additional Information, Agreement and Declaration of Trust, Bylaws, Advisory Agreement, written policies and procedures of the Fund adopted by the Board, the Guidelines and any other limitations or guidelines instituted by the Adviser with regards to the Subadviser Assets, and any amendments thereto in advance of such amendments taking effectthereto. Upon notification by the Adviser of such amendments, the Subadviser shall immediately commence action if necessary to bring the Subadviser Assets into compliance; provided, that, Subadviser shall not be responsible for compliance with any such amendments prior to the time at which such written notification is received by Subadviser or made publicly available and the Subadviser has been notified of such public disclosure. The Subadviser shall have authority to instruct the Fund’s custodian (the “Custodian”) to: (i) pay cash for securities and other property delivered to the Custodian for the Subadviser Assets, (ii) deliver or accept delivery of, upon receipt of payment or payment upon receipt of, securities, commodities or other property underlying any futures or options contracts, and other property purchased or sold in the Subadviser Assets, and ,(iii) deposit margin or collateral which shall include the transfer of money, securities or other property to the extent necessary to meet the obligations of the Subadviser Assets with respect to any investments made pursuant to the Prospectus; provided, however, and (iv) in respect of any corporate actions attached to securities in the Subadviser shall not be liable for Losses (as defined in Section 5A below) resulting directly from the acts or omissions of the Custodian other than Losses arising out of or based upon the Subadviser’s willful misfeasance, bad faith or gross negligence on its part in the performance of its duties hereunder, the Subadviser’s reckless disregard by it of its obligations and duties under this Agreement, or the Subadviser’s material breach of this Agreement or the Subadviser’s trade errors in accordance with Section 2O of this AgreementAssets. Subject to the restrictions in Section 2D (Brokerage) below, the Subadviser is authorized on behalf of with respect to the Subadviser Assets to (i) enter into agreements and execute any documents (e.g., any derivatives documentation such as exchange traded and over-the-counter, as applicable) and take any other actions required to make investments pursuant to the Prospectus, which shall include any market and/or industry standard documentation and the standard representations contained therein; and (ii) acknowledge the receipt of brokers’ risk disclosure statements, electronic trading disclosure statements and similar disclosures.

Investment Subadvisory Services. Subject to the supervision of the Trust’s Board of Trustees (the “Board”) and the Adviser, the Subadviser shall manage the investments of the Subadviser Assets in accordance with (i) the Fund’s investment objective, policies, and restrictions as provided in the Trust’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”), (ii) the portfolio guidelines (including the list of securities permitted to be traded) agreed from time to time in writing by the Adviser and the Subadviser (the “Guidelines”), (iii) except as specifically set forth in the Guidelines, the requirements applicable to registered investment companies under applicable laws (including the 0000 Xxx) and (iv) such other limitations as the Adviser may institute in writing and provide to Subadviser within a reasonable time prior to implementation to provide the Subadviser with the opportunity to raise any issues that could affect implementation. For the avoidance of doubt, the Subadviser agrees that it will manage the Subadviser Assets in accordance with the investment limitations and other restrictions under the 1940 Act as if the Subadviser Assets constituted a separate investment company registered under the 1940 Act0000 Xxx. Subject The Subadviser further agrees to manage the immediately subsequent sentence, the Adviser agrees that investments of the Subadviser is not responsible for the Fund’s compliance Assets in accordance with any requirements applicable to the Fund under Subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”). The Subadviser agrees, however, except as otherwise specifically set forth in the Guidelines, to manage the investments of the Subadviser Assets in accordance with Subchapter M as if the Subadviser Assets constituted a separate investment company registered under the 1940 Act, except as otherwise specifically set forth in the Guidelines. Without limiting the preceding obligations of the Subadviser, if the Adviser notifies the Subadviser that the Adviser has determined, in its sole discretion, that the Subadviser Assets are not in compliance with any of the Trust’s Declaration of Trust, By-Laws, Prospectus, Guidelines, the 1940 Act or the Code, the Subadviser will immediately commence take action to bring the Subadviser Assets back into compliance; provided, however, the Subadviser’s commencement of such action shall not, in and of itself, constitute an admission by the Subadviser that the Subadviser Assets are not in compliance with the Trust’s Declaration of Trust, By-Laws, Prospectus, Guidelines, the 1940 Act or the Code. The Subadviser shall (a) make investment decisions for the Subadviser AssetsAssets and select securities for purchase or sale with respect to the Subadviser assets; (b) place purchase and sale orders for portfolio transactions for the Subadviser Assets; and (c) employ professional portfolio managers and investment analysts whose duties include, without limitation, providing research services with respect to the Subadviser Assets. In providing these services, the Subadviser will conduct a program of investment, evaluation and, if appropriate, sale and reinvestment of the Subadviser Assets, including the amount to be held uninvested as cash or in cash equivalents selected by the Subadviser. The Adviser shall use commercially reasonable efforts make available to promptly or furnish the Subadviser with copies of the Trust’s Prospectus and Statement of Additional Information, Agreement and Declaration of Trust, Bylaws, Advisory Agreement, written policies and procedures of the Fund adopted by the Board, the Guidelines and any other applicable limitations or guidelines instituted by the Adviser with regards to the Subadviser Assets, and any amendments thereto in advance of such amendments taking effectthereto. Upon notification by the Adviser of any such amendmentsamendment, the Subadviser shall immediately as promptly as reasonably practicable commence action if necessary to bring the Subadviser Assets into compliance; provided, that, Subadviser shall not be responsible for compliance with any such amendments prior to by the time at which such written notification is received by Subadviser or made publicly available and the Subadviser has been notified effective date of such public disclosureamendment. The Subadviser shall have authority to instruct the Fund’s custodian (the “Custodian”) to: (i) pay cash for securities and other property delivered to the Custodian for the Subadviser Assets, (ii) deliver or accept delivery of, upon receipt of payment or payment upon receipt of, securities, commodities or other property underlying any futures or options contracts, and other property purchased or sold in the Subadviser Assets, and (iii) deposit margin or collateral which shall include the transfer of money, securities or other property to the extent necessary to meet the obligations of the Subadviser Assets with respect to any investments made pursuant to the Prospectus; provided, however, the Subadviser shall not be liable for Losses (as defined in Section 5A below) resulting directly from the acts or omissions of the Custodian other than Losses arising out of or based upon the Subadviser’s willful misfeasance, bad faith or gross negligence on its part in the performance of its duties hereunder, the Subadviser’s reckless disregard by it of its obligations and duties under this Agreement, or the Subadviser’s material breach of this Agreement or the Subadviser’s trade errors in accordance with Section 2O of this Agreement. Subject to the restrictions in Section 2D (Brokerage) below, the Subadviser is authorized on behalf of with respect to the Subadviser Assets to (i) enter into agreements and execute any documents (e.g., any derivatives documentation such as exchange traded and over-the-counter, as applicable) and take any other actions required to make investments pursuant to the Prospectus, which shall include any market and/or industry standard documentation and the standard representations contained therein; and (ii) acknowledge the receipt of brokers’ risk disclosure statements, electronic trading disclosure statements and similar disclosures.

Investment Subadvisory Services. Subject to the supervision of the Trust’s Board of Trustees (the “Board”) and the Adviser, the Subadviser shall manage the investments of the Subadviser Assets in accordance with (i) the Fund’s investment objective, policies, and restrictions as provided in the Trust’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”), (ii) the portfolio guidelines (including the list of securities permitted to be traded) agreed from time to time in writing by the Adviser and the Subadviser (the “Guidelines”), (iii) except as specifically set forth in the Guidelines, the requirements applicable to registered investment companies under applicable laws (including the 0000 Xxx) and (iv) such other limitations as the Adviser may institute in writing and provide to Subadviser within a reasonable time prior to implementation. For the avoidance of doubt, the Subadviser agrees that it will manage the Subadviser Assets in accordance with the investment limitations and other restrictions under the 1940 Act as if the Subadviser Assets constituted a separate investment company registered under the 1940 Act0000 Xxx. Subject The Subadviser further agrees to manage the immediately subsequent sentence, the Adviser agrees that investments of the Subadviser is not responsible for the Fund’s compliance Assets in accordance with any requirements applicable to the Fund under Subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”). The Subadviser agrees, however, except as otherwise specifically set forth in the Guidelines, to manage the investments of the Subadviser Assets in accordance with Subchapter M as if the Subadviser Assets constituted a separate investment company registered under the 1940 Act, except as otherwise specifically set forth in the Guidelines. Without limiting the preceding obligations of the Subadviser, if the Adviser notifies the Subadviser that the Adviser has determined, in its sole discretion, that the Subadviser Assets are not in compliance with any of the Trust’s Declaration of Trust, By-Laws, Prospectus, Guidelines, the 1940 Act or the Code, the Subadviser will immediately commence take action to bring the Subadviser Assets back into compliancecompliance as soon as reasonably practicable; provided, however, the Subadviser’s commencement of such action shall not, in and of itself, constitute an admission by the Subadviser that the Subadviser Assets are not in compliance with the Trust’s Declaration of Trust, By-Laws, Prospectus, Guidelines, the 1940 Act or the Code. The Subadviser shall (a) make investment decisions for the Subadviser AssetsAssets and select securities for purchase or sale with respect to the Subadviser assets; (b) place purchase and sale orders for portfolio transactions for the Subadviser Assets; and (c) employ professional portfolio managers and investment analysts whose duties include, without limitation, providing research services with respect to the Subadviser Assets. In providing these services, the Subadviser will conduct a program of investment, evaluation and, if appropriate, sale and reinvestment of the Subadviser Assets, including the amount to be held uninvested as cash or in cash equivalents selected by the Subadviser. The Adviser shall use commercially reasonable efforts make available to promptly or furnish the Subadviser with copies of the Trust’s Prospectus and Statement of Additional Information, Agreement and Declaration of Trust, Bylaws, Advisory Agreement, written policies and procedures of the Fund adopted by the Board, the Guidelines and any other limitations or guidelines instituted by the Adviser with regards to the Subadviser Assets, and any amendments thereto in advance of such amendments taking effectthereto. Upon receipt of written notification by the Adviser of such amendments, the Subadviser shall immediately commence action if necessary to bring the Subadviser Assets into compliance; provided, that, Subadviser shall not be responsible for compliance with any such amendments prior to the time at which such written notification is received by Subadviser or made publicly available and the Subadviser has been notified of such public disclosureas soon as reasonably practicable. The Subadviser shall have authority to instruct the Fund’s custodian (the “Custodian”) to: (i) pay cash for securities and other property delivered to the Custodian for the Subadviser Assets, (ii) deliver or accept delivery of, upon receipt of payment or payment upon receipt of, securities, commodities or other property underlying any futures or options contracts, and other property purchased or sold in the Subadviser Assets, and (iii) deposit margin or collateral which shall include the transfer of money, securities or other property to the extent necessary to meet the obligations of the Subadviser Assets with respect to any investments made pursuant to the Prospectus; provided, however, the Subadviser shall not be liable for Losses (as defined in Section 5A below) resulting directly from the acts or omissions of the Custodian other than Losses arising out of or based upon the Subadviser’s willful misfeasance, bad faith or gross negligence on its part in the performance of its duties hereunder, the Subadviser’s reckless disregard by it of its obligations and duties under this Agreement, or the Subadviser’s material breach of this Agreement or the Subadviser’s trade errors in accordance with Section 2O of this Agreement. Subject to the restrictions in Section 2D (Brokerage) below, the Subadviser is authorized on behalf of with respect to the Subadviser Assets to (i) enter into trading agreements and execute any documents on behalf of the Fund (e.g., ISDAs, control agreements, clearing agreements and other trading arrangements on behalf of the Fund and to take any derivatives documentation such as exchange traded and over-the-counter, as applicable) other actions on behalf of the Fund required or appropriate to make and/or manage investments pursuant to the Prospectus, which shall may include executing any market and/or industry standard documentation and the standard representations contained therein; ), and exercising any governance or ownership right conferred by a particular investment (ii) acknowledge e.g., “corporate actions”). Subadviser agrees to provide copies of any such trading agreements and documents to Adviser upon Adviser’s reasonable request. Notwithstanding anything contained in this Agreement to the receipt contrary, the Subadviser may enter into arrangements with its affiliates and other third-party contractors in connection with the performance of brokers’ risk disclosure statementsthe Subadviser’s administrative and/or ministerial services and other non-investment obligations under this Agreement, electronic trading disclosure statements and, pursuant to a participating affiliate arrangement, in connection with the performance of Subadviser’s investment obligations, including for the provision of certain personnel, services and similar disclosuresfacilities to the Subadviser, provided that such arrangements comply with the 1940 Act (including, if applicable, the requirements of Section 15 of the 1940 Act). The Subadviser agrees, subject to the terms and conditions of this Agreement, that the Subadviser will remain responsible for any actions or omissions of such affiliates or other third-party contractors to the same extent as if the Subadviser has taken such action or made such omission under this Agreement.