Common use of Management Clause in Contracts

Management. Subject always to the supervision of Fund's Board of Managers and the Adviser, Sub-Adviser will furnish an investment program in respect of, and make investment decisions for, all assets of the Series and place all orders for the purchase and sale of securities, all on behalf of the Series. In the performance of its duties, Sub-Adviser will satisfy its fiduciary duties to the Series (as set forth below), and will monitor the Series' investments, and will comply with the provisions of Fund's Certificate of Formation and Operating Agreement, as amended from time to time, and the stated investment objectives, policies and restrictions of the Series. Sub-Adviser and Adviser will each make its officers and employees available to the other from time to time at reasonable times to review investment policies of the Series and to consult with each other regarding the investment affairs of the Series. Sub-Adviser will report to Board of Managers and to Adviser with respect to the implementation of such program. Sub-Adviser is responsible for compliance with the provisions of Section 817(h) of the Internal Revenue Code of 1986, as amended, applicable to the Series. The Sub-Adviser further agrees that it: a) will use the same skill and care in providing such services as it uses in providing services to fiduciary accounts for which it has investment responsibilities; b) will conform with all applicable Rules and Regulations of the SEC in all material respects and in addition will conduct its activities under this Agreement in accordance with any applicable regulations of any governmental authority pertaining to its investment advisory activities; c) will place orders pursuant to its investment determinations for the Series either directly with the issuer or with any broker or dealer, including an affiliated broker-dealer which is a member of a national securities exchange as permitted in accordance with guidelines established by the Board of Managers. In placing orders with brokers and dealers, the Sub-Adviser will attempt to obtain the best combination of prompt execution of orders in an effective manner and at the most favorable price. Consistent with this obligation, when the execution and price offered by two or more brokers or dealers are comparable Sub-Adviser may, in its discretion, purchase and sell portfolio securities to and from brokers and dealers who provide the Sub-Adviser with research advice and other services. In no instance will portfolio securities be purchased from or sold to the Adviser, Sub-Adviser or any affiliated person of either the Fund, Adviser, or Sub-Adviser, except as may be permitted under the 1940 Act; d) will report regularly to Adviser and to the Board of Managers and will make appropriate persons available for the purpose of reviewing with representatives of Adviser and the Board of Managers on a regular basis at reasonable times the management of the Series, including, without limitation, review of the general investment strategies of the Series, the performance of the Series in relation to standard industry indices, interest rate considerations and general conditions affecting the marketplace and will provide various other reports from time to time as reasonably requested by Adviser; e) will prepare and maintain such books and records with respect to the Series' securities transactions and will furnish Adviser and Fund's Board of Managers such periodic and special reports as the Board of Managers or Adviser may request; f) will act upon instructions from Adviser not inconsistent with the fiduciary duties hereunder; g) will treat confidentially and as proprietary information of Fund all such records and other information relative to Fund maintained by the Sub-Adviser, and will not use such records and information for any purpose other than performance of its responsibilities and duties hereunder, except after prior notification to and approval in writing by Fund, which approval shall not be unreasonably withheld and may not be withheld where the Sub-Adviser may be exposed to civil or criminal contempt proceedings for failure to comply, when requested to divulge such information by duly constituted authorities, or when so requested by Fund; and h) will vote proxies received in connection with securities held by the Series consistent with its fiduciary duties hereunder.

Management. Subject always to the supervision of Fund's the Trust’s Board of Managers and Trustees, the Adviser, Sub-Investment Adviser will furnish an provide a continuous investment program in respect of, and make investment decisions for, all assets of the Series and place all orders for the purchase Fund(s), including investment research and sale of securities, management with respect to all on behalf of securities and investments and cash equivalents in the SeriesFund(s). In the performance of its duties, Sub-The Investment Adviser will satisfy its fiduciary duties to the Series (as set forth below), and will monitor the Series' investments, and will comply with the provisions of Fund's Certificate of Formation and Operating Agreement, as amended from time to time, and the stated investment objectives, policies and restrictions of the Series. Sub-Adviser and Adviser will each make its officers and employees available to the other determine from time to time at reasonable times to review investment policies of what securities and other investments will be purchased, retained or sold by the Series and to consult with each other regarding the investment affairs of the Series. Sub-Adviser will report to Board of Managers and to Adviser Trust with respect to the implementation of such programFund(s). Sub-The Investment Adviser is responsible for compliance will provide the services under this Agreement in accordance with each Fund’s investment objectives, policies, and restrictions as stated in the provisions of Section 817(h) Prospectus and resolutions of the Internal Revenue Code Trust’s Board of 1986, as amended, applicable to the SeriesTrustees. The Sub-Investment Adviser further agrees that it: (a) will use the same skill and care in providing such services as it uses in providing services to fiduciary its other accounts for which it has investment responsibilities; (b) will conform with all applicable Rules and Regulations of the SEC Commission under the 1940 Act and, in all material respects and in addition addition, will conduct its activities under this Agreement in accordance with any applicable regulations of any governmental authority pertaining to its the investment advisory activitiesactivities of the Investment Adviser; (c) will place or cause to be placed orders pursuant to its investment determinations for the Series a Fund either directly with the issuer or with any broker or dealer. Subject to the provisions of Section 28(e) of the Securities Exchange Act of 1934, including as amended, the Investment Adviser may effect securities transactions which cause the Fund to pay an affiliated broker-amount of commission in excess of the amount of commission another broker or dealer which would have charged, provided that the Investment Adviser determined in good faith that such amount of commission is a member reasonable in relation to the value of a national securities exchange as permitted in accordance with guidelines established brokerage and research services provided by the Board broker or dealer utilized by the Investment Adviser. However, a broker or dealer’s sale or promotion of Managers. In placing orders with brokers and dealers, Fund shares shall not be a factor considered by the Sub-Investment Adviser will attempt to obtain the best combination of prompt execution of orders in an effective manner and at the most favorable price. Consistent with this obligation, when the execution and price offered by two or more its personnel responsible for selecting brokers or dealers are comparable Sub-to effect securities transactions on behalf of the Fund(s), nor shall the Investment Adviser may, in its discretion, purchase and sell portfolio securities enter into any agreement or understanding under which it will direct brokerage transactions or revenue generated by those transactions to and from brokers and or dealers who provide the Sub-Adviser with research advice and other servicesto pay for distribution of Fund shares. In no instance will portfolio securities be purchased from or sold to the Trust’s principal underwriter, the Investment Adviser, Sub-Adviser or any affiliated person of either the FundTrust, Adviserthe Trust’s principal underwriter, or Sub-the Investment Adviser, except as may be to the extent permitted under by the 1940 ActAct and the Commission; (d) will report regularly to Adviser and to the Board of Managers and will make appropriate persons available for the purpose of reviewing with representatives of Adviser and the Board of Managers on a regular basis at reasonable times the management of the Series, including, without limitation, review of the general investment strategies of the Series, the performance of the Series in relation to standard industry indices, interest rate considerations and general conditions affecting the marketplace and will provide various other reports from time to time as reasonably requested by Adviser; e) will prepare and maintain such all books and records with respect to the Series' securities transactions of the Fund(s) and will furnish Adviser and Fund's the Trust’s Board of Managers Trustees with such periodic and special reports as the Board of Managers or Adviser may request;; and f) will act upon instructions from Adviser not inconsistent with the fiduciary duties hereunder; g(e) will treat confidentially and as proprietary information of Fund the Trust all such records and other information relative to Fund maintained by the Sub-AdviserTrust and the Fund(s), including a Fund’s portfolio holdings, and prior, present, or potential shareholders, and will not use such records and information for any purpose other than performance of its responsibilities and duties hereunder, except after prior notification to and approval in writing by Fundthe Trust, which approval shall not be unreasonably withheld and may not be withheld where the Sub-Investment Adviser may be exposed to civil or criminal contempt proceedings for failure to comply, comply when requested to divulge such information by duly constituted authorities, or when so requested by Fundthe Trust. The Investment Adviser may, subject to the approval of the Trust’s Board of Trustees, appoint a sub-adviser to provide the services contemplated hereunder; and h) will vote proxies received in connection with securities held provided, however, that the Investment Adviser shall not be relieved of any of its obligations under this Agreement by the Series consistent with appointment of such sub-adviser and provided further, that the Investment Adviser shall be responsible, to the extent provided in Section 8 hereof for all acts of such sub-adviser as if such acts were its fiduciary duties hereunderown.

Management. Subject always to the general supervision of Fundthe Trust's Board of Managers Trustees (the "Board"), Adviser will be responsible for providing a continuous investment program for the Portfolios, including investment research and management with respect to all securities, investments, cash and cash equivalents held by the Portfolios. Adviser may, with the prior written consent of the Board and the Adviser, Sub-Adviser will furnish an investment program in respect of, and make investment decisions for, all assets approval of the Series and place all orders for the purchase and sale of securities, all on behalf of the Series. In the performance of its duties, Sub-Adviser will satisfy its fiduciary duties to the Series (as set forth below), and will monitor the Series' investments, and will comply with the provisions of Fund's Certificate of Formation and Operating Agreementappropriate Trust shareholders, as amended required, employ persons or entities to serve as sub-advisers to one or more Portfolios. The Adviser and/or such sub-advisers, if any, may, in their sole discretion, determine from time to timetime what securities and other investments will be purchased, retained or sold by the Portfolios. The investment activities of such sub-advisers, if any, as such services relate to the Portfolios, will at all times be subject to the general supervision and control of Adviser. Adviser will provide, through its own efforts itself and/or through the stated medium of its previously approved sub-adviser(s), the services under this Agreement in accordance with each Portfolio's investment objectives, policies and restrictions of as such are set forth in the Series. Sub-Adviser and Adviser will each make its officers and employees available to the other Prospectus from time to time at reasonable times to review investment policies of the Series and to consult with each other regarding the investment affairs of the Seriestime. Sub-Adviser will report to Board of Managers and to Adviser with respect to the implementation of such program. Sub-Adviser is responsible for compliance with the provisions of Section 817(h) of the Internal Revenue Code of 1986, as amended, applicable to the Series. The Sub-Adviser further agrees that it: (a) will use the same skill and care in providing such services as it uses in providing services Will conform its activities to fiduciary accounts for which it has investment responsibilities; b) will conform with all applicable Rules and Regulations of the SEC and will, in all material respects and in addition will addition, conduct its activities under this Agreement agreement in accordance with any applicable the regulations of any governmental authority pertaining to other Federal and State agencies which may now or in the future have jurisdiction over its investment advisory activitiesactivities under this Agreement; (b) Will monitor the investment activities of any sub-adviser which it employs to insure that such sub-adviser conducts its activities with respect to the applicable Portfolio(s) in accordance with the Prospectus and any and all federal and/or state laws and regulations relating to the applicable Portfolio(s); (c) will Will place orders, or monitor the placement of orders by sub-advisers, pursuant to its good faith investment determinations for the Series Portfolios either directly with the issuer respective issuers or with any broker or dealer, including an affiliated broker-dealer which is a member of a national securities exchange as permitted in accordance with guidelines established by the Board of Managersappropriate brokers and dealers. In placing orders with brokers and or dealers, the SubAdvisor, or sub-Adviser adviser(s) under the supervision of Adviser, will attempt to obtain the best combination of prompt execution of orders in an effective manner net price and at the most favorable priceexecution of its orders. Consistent with this obligation, when the execution and price offered by Adviser, or Adviser's duly authorized sub-adviser(s), believes two or more brokers or dealers are comparable Subin price and execution, Adviser, or Adviser's duly authorized sub-Adviser mayadviser(s), in its discretion, purchase and sell portfolio securities to and from may prefer: (I) brokers and dealers who provide the Sub-Adviser Portfolio(s) with research advice and other services. In , or who recommend or sell Trust shares, and (II) brokers who are affiliated with the Trust, Adviser or sub-adviser; provided, however, that in no instance will portfolio securities be purchased from or sold to the Adviser, Sub-Adviser or any affiliated person of either the Fund, Adviser, or Subsub-Adviser, except as may be permitted under the 1940 Actadviser in principal transactions; (d) will report regularly to Adviser Will provide, at its own cost, all office space, facilities and to the Board of Managers and will make appropriate persons available equipment necessary for the purpose conduct of reviewing with representatives of Adviser and the Board of Managers its advisory activities on a regular basis at reasonable times the management behalf of the Series, including, without limitation, review of the general investment strategies of the Series, the performance of the Series in relation to standard industry indices, interest rate considerations and general conditions affecting the marketplace and will provide various other reports from time to time as reasonably requested by Adviser; e) will prepare and maintain such books and records with respect to the Series' securities transactions and will furnish Adviser and Fund's Board of Managers such periodic and special reports as the Board of Managers or Adviser may request; f) will act upon instructions from Adviser not inconsistent with the fiduciary duties hereunder; g) will treat confidentially and as proprietary information of Fund all such records and other information relative to Fund maintained by the Sub-Adviser, and will not use such records and information for any purpose other than performance of its responsibilities and duties hereunder, except after prior notification to and approval in writing by Fund, which approval shall not be unreasonably withheld and may not be withheld where the Sub-Adviser may be exposed to civil or criminal contempt proceedings for failure to comply, when requested to divulge such information by duly constituted authorities, or when so requested by Fund; and h) will vote proxies received in connection with securities held by the Series consistent with its fiduciary duties hereunderTrust.

Management. Subject always to the supervision of Fundthe Trust's Board of Managers Trustees and the Adviser, the Sub-Adviser will furnish an investment program in respect of, and make investment decisions for, all assets of the Series Fund and place all orders for the purchase and sale of securities, all on behalf of the SeriesFund. In the performance of its duties, the Sub-Adviser will satisfy its fiduciary duties to the Series Fund (as set forth in Section 8, below), and will monitor the Series' Fund's investments, and will comply with the provisions of Fundthe Trust's Certificate Declaration of Formation Trust and Operating AgreementBy-Laws, as amended from time to time, and the stated investment objectives, policies and restrictions of the SeriesFund. The Sub-Adviser and the Adviser will each make its officers and employees available to the other from time to time at reasonable times to review investment policies of the Series Fund and to consult with each other regarding the investment affairs of the Series. Sub-Adviser will report to Board of Managers and to Adviser with respect to the implementation of such program. Sub-Adviser is responsible for compliance with the provisions of Section 817(h) of the Internal Revenue Code of 1986, as amended, applicable to the SeriesFund. The Sub-Adviser further shall also make itself reasonably available to the Board of Trustees at such times as the Board of Trustees shall request. The Sub-Adviser represents and warrants that it is in compliance with all applicable rules and regulations of the SEC pertaining to its investment advisory activities and agrees that it: (a) will use the same skill and care in providing such services as it uses in providing services to fiduciary accounts for which it has investment responsibilities; (b) will conform with all applicable Rules rules and Regulations regulations of the SEC in all material respects and in addition will conduct its activities under this Agreement in accordance with any applicable regulations of any governmental authority pertaining to its investment advisory activities; (c) will place orders pursuant to its investment determinations for the Series Fund either directly with the issuer or with any broker or dealer, including an affiliated broker-dealer which is a member of a national securities exchange as permitted in accordance with guidelines established by the Board of Managers. In placing orders with brokers and or dealers, the Sub-Adviser will attempt to obtain the best combination of prompt execution of orders in an effective manner and at the most favorable price. Consistent with this obligation, when the execution and price offered by two or more brokers or dealers are comparable comparable, the Sub-Adviser may, in its discretion, purchase and sell portfolio securities to and from brokers and dealers who provide the Sub-Adviser with research advice and other services. In no instance will portfolio securities be purchased from or sold to the Adviser, the Sub-Adviser Adviser, SEI Investments Distribution Co. or any affiliated person of either the FundTrust, the Adviser, SEI Investments Distribution Co. or the Sub-Adviser, except as may be permitted under the 1940 Act; (d) will report regularly to the Adviser and to the Board of Managers and will make appropriate persons available for the purpose of reviewing at reasonable times with representatives of the Adviser and the Board of Managers on a regular basis at reasonable times Trustees the management of the SeriesFund, including, without limitation, review of the general investment strategies strategy of the SeriesFund, the performance of the Series Fund in relation to standard industry indices, interest rate considerations and general conditions affecting the marketplace and will provide various other reports from time to time as reasonably requested by the Adviser; (e) will prepare and maintain such books and records with respect to the Series' Trust's securities transactions and will furnish the Adviser and Fundthe Trust's Board of Managers Trustees such periodic and special reports as the Board of Managers Trustees or the Adviser may request; (f) will act upon instructions from the Adviser not inconsistent with the fiduciary duties hereunder;; and (g) will treat confidentially and as proprietary information of Fund the Trust all such records and other information relative to Fund the Trust maintained by the Sub-Adviser, and will not use such records and information for any purpose other than performance of its responsibilities and duties hereunder, except after prior notification to and approval in writing by Fundthe Trust, which approval shall not be unreasonably withheld and may not be withheld where the Sub-Adviser may be exposed to civil or criminal contempt proceedings for failure to comply, when requested to divulge such information by duly constituted authorities, or when so requested by the Trust. The Sub-Adviser shall have the right to execute and deliver, or cause its nominee to execute and deliver, all proxies and notices of meetings and other notices affecting or relating to the securities of the Fund; and h) will vote proxies received in connection with securities held by the Series consistent with its fiduciary duties hereunder.

Management. Subject always to the supervision of Fundthe Trust's Board of Managers and Trustees, the Adviser, Sub-Adviser will furnish an provide or cause to be provided a continuous investment program for each Fund identified on Schedule A hereto, including investment research and management with respect to all securities and investments and cash equivalents in such Funds. The Adviser will determine or cause to be determined from time to time what securities and other investments will be purchased, retained or sold by the Trust with respect of, to each Fund identified on Schedule A hereto and make investment decisions for, all assets of the Series and will place all or cause to be placed orders for the purchase and sale of securities, all on behalf of the SeriesTrust with respect to such Fund. In the performance of its duties, Sub-The Adviser will satisfy its fiduciary duties to provide the Series (as set forth below), and will monitor the Series' investments, and will comply services under this Agreement in accordance with the provisions of each Fund's Certificate of Formation and Operating Agreement, as amended from time to time, and the stated investment objectivesobjective, policies and restrictions as stated in the Prospectuses, resolutions of the Series. Sub-Adviser Trust's Board of Trustees, and Adviser will each make its officers and employees available any undertakings with regulatory authorities which are provided by the Trust to the other from time to time at reasonable times to review investment policies of the Series and to consult with each other regarding the investment affairs of the Series. Sub-Adviser will report to Board of Managers and to Adviser with respect to the implementation of such program. Sub-Adviser is responsible for compliance with the provisions of Section 817(h) of the Internal Revenue Code of 1986, as amended, applicable to the SeriesAdviser. The Sub-Adviser further agrees that it: (a) will use the same skill and care in providing such services as it uses in providing services to fiduciary accounts for which it has investment responsibilities; (b) will conform comply in all material respects with all applicable Rules and Regulations of the SEC in all material respects Securities and Exchange Commission under the Investment Company Act of 1940 and in addition will conduct its activities under this Agreement in accordance with any applicable regulations of any governmental authority pertaining to its the investment advisory activitiesactivities of the Adviser; (c) will place or cause to be placed orders pursuant to its investment determinations for the Series Funds identified on Schedule A hereto either directly with the issuer or with any broker or dealerdealer and, including an affiliated broker-dealer which is a member of a national securities exchange as permitted in accordance with guidelines established by the Board of Managers. In placing orders with brokers and dealers, the SubAdviser or any sub-investment adviser employed by the Adviser will attempt to obtain the best combination of prompt execution of orders in an effective manner and at the most favorable price. Consistent with this obligation, when the execution and price offered by two or more brokers or dealers are comparable Subcomparable, the Adviser or any sub-investment adviser employed by the Adviser may, in its discretion, purchase and sell portfolio securities to and from brokers and dealers who provide the Sub-Adviser or any such subinvestment adviser with research advice and other services. In no instance will portfolio securities be purchased from or sold to the Adviser, Sub-Adviser or any affiliated person of either the Fund, Adviser, or Sub-Adviser, except as may be permitted under the 1940 Act;; and (d) will report regularly to Adviser and to the Board of Managers and will make appropriate persons available for the purpose of reviewing with representatives of Adviser and the Board of Managers on a regular basis at reasonable times the management of the Series, including, without limitation, review of the general investment strategies of the Series, the performance of the Series in relation to standard industry indices, interest rate considerations and general conditions affecting the marketplace and will provide various other reports from time to time as reasonably requested by Adviser; e) will prepare and maintain such books and records with respect to the Series' securities transactions and will furnish Adviser and Fund's Board of Managers such periodic and special reports as the Board of Managers or Adviser may request; f) will act upon instructions from Adviser not inconsistent with the fiduciary duties hereunder; g) will treat confidentially and as proprietary information of Fund the Trust all such records and other information relative to Fund maintained by the Sub-AdviserTrust and prior, present, or potential shareholders of the Trust learned by, or disclosed to, the Adviser in the course of its performance of its responsibilities and duties under this Agreement, and will not use such records and information for any purpose other than performance of its responsibilities and duties hereunder, except after prior notification to and approval in writing by Fundthe Trust, which approval shall not be unreasonably withheld and may not be withheld where the Sub-Adviser may be exposed to civil civil, regulatory, or criminal contempt proceedings sanctions for failure to comply, comply when requested to divulge such information by duly constituted authorities, or when so requested by Fund; and h) will vote proxies received in connection with securities held by the Series consistent with its fiduciary duties hereunderTrust.

Management. Subject always to the supervision of Fundthe Trust's Board of Managers and Trustees, the Adviser, Sub-Investment Adviser will furnish an provide a continuous investment program in for the Trust, including investment research and management with respect of, to all securities and make investment decisions for, all assets investments and cash equivalents of the Series and place all orders for the purchase and sale of securities, all on behalf of the SeriesFund. In the performance of its duties, Sub-The Investment Adviser will satisfy its fiduciary duties to the Series (as set forth below), and will monitor the Series' investments, and will comply with the provisions of Fund's Certificate of Formation and Operating Agreement, as amended determine from time to timetime what securities and other investments will be purchased, and retained or sold by the stated Trust with respect to the Fund. The Investment Adviser will provide the services under this Agreement in accordance with the Trust's investment objectivesobjective, policies and restrictions as stated in the Prospectus and resolutions of the Series. Sub-Adviser and Adviser will each make its officers and employees available to the other from time to time at reasonable times to review investment policies of the Series and to consult with each other regarding the investment affairs of the Series. Sub-Adviser will report to Trust's Board of Managers and to Adviser with respect to the implementation of such program. Sub-Adviser is responsible for compliance with the provisions of Section 817(h) of the Internal Revenue Code of 1986, as amended, applicable to the SeriesTrustees. The Sub-Investment Adviser further agrees that it: (a) will use the same skill and care in providing such services as it uses in providing services to any fiduciary accounts for which it has investment responsibilities; (b) will conform with all applicable Rules and Regulations of the SEC in all material respects Securities and Exchange Commission and in addition will conduct its activities under this Agreement in accordance with any applicable regulations of any governmental authority pertaining to its the investment advisory activitiesactivities of the Investment Adviser; (c) will place orders pursuant to its investment determinations for the Series Trust either directly with the issuer or with any broker or dealer, including an affiliated broker-dealer which is a member of a national securities exchange as permitted in accordance with guidelines established by the Board of Managers. In placing orders with brokers and dealers, the Sub-Investment Adviser will attempt to obtain the best combination of prompt execution of orders in an effective manner and at the most favorable price. Consistent with this obligation, when the execution and price offered by two or more brokers or dealers are comparable Sub-comparable, the Investment Adviser may, in its discretion, purchase and sell portfolio securities to and from brokers and dealers who provide the Sub-Investment Adviser with research advice and other services. In no instance will Unless and until appropriate procedures are adopted by the Trustees of the Trust under Rule 17e-1 of the 1940 Act and unless the provisions of such Rule are complied with, portfolio securities will not be purchased from or sold to BISYS Fund Services, the Investment Adviser, Sub-Adviser or any affiliated person of either the FundTrust, AdviserBISYS Fund Services, or Sub-the Investment Adviser, except as may be permitted under the 1940 Act; (d) will report regularly to Adviser and to the Board of Managers and will make appropriate persons available for the purpose of reviewing with representatives of Adviser and the Board of Managers on a regular basis at reasonable times the management of the Series, including, without limitation, review of the general investment strategies of the Series, the performance of the Series in relation to standard industry indices, interest rate considerations and general conditions affecting the marketplace and will provide various other reports from time to time as reasonably requested by Adviser; e) will prepare and maintain such all books and records with respect to the Series' Trust's securities transactions and will furnish Adviser and Fundthe Trust's Board of Managers Trustees such periodic and special reports as the Board of Managers or Adviser may request;; and f) will act upon instructions from Adviser not inconsistent with the fiduciary duties hereunder; g(e) will treat confidentially and as proprietary information of Fund the Trust all such records and other information relative to Fund maintained by the Sub-AdviserTrust and prior, present or potential interestholders, and will not use such records and information for any purpose other than performance of its responsibilities and duties hereunder, except after prior notification to and approval in writing by Fundthe Trust, which approval shall not be unreasonably withheld and may not be withheld where the Sub-Investment Adviser may be exposed to civil or criminal contempt proceedings for failure to comply, when requested to divulge such information by duly constituted authorities, or when so requested by Fund; and h) will vote proxies received in connection with securities held by the Series consistent with its fiduciary duties hereunderTrust.

Management. Subject always to the supervision of Fund's Funds' Board of Managers and the Adviser, Sub-Adviser will furnish an investment program in respect of, and make investment decisions for, all assets of the Series Funds and place all orders for the purchase and sale of securities, all on behalf of the SeriesFunds. In the performance of its duties, Sub-Adviser will satisfy its fiduciary duties to the Series Funds (as set forth below), and will monitor the Series' Fund's investments, and will comply with the provisions of each Fund's Certificate of Formation and Operating Agreement, as amended from time to time, and the stated investment objectives, policies and restrictions of the SeriesFunds. Sub-Adviser and Adviser will each make its officers and employees available to the other from time to time at reasonable times to review investment policies of the Series Funds and to consult with each other regarding the investment affairs of the SeriesFunds. Sub-Adviser will report to Board of Managers and to Adviser with respect to the implementation of such program. Sub-Adviser is responsible for compliance with the provisions of Section 817(h) of the Internal Revenue Code of 1986, as amended, applicable to the SeriesFunds. The Sub-Adviser further agrees that it: a) will use the same skill and care in providing such services as it uses in providing services to fiduciary accounts for which it has investment responsibilities; b) will conform comply with all applicable Rules and Regulations of the SEC in all material respects and in addition will conduct its activities under this Agreement in accordance with any applicable regulations of any governmental authority pertaining to its investment advisory activities; c) will place orders pursuant to its investment determinations for the Series Funds either directly with the issuer or with any broker or dealer, including an affiliated broker-dealer which is a member of a national securities exchange as permitted in accordance with guidelines established by the Board of Managers. In placing orders with brokers and dealers, the Sub-Adviser will attempt to obtain the best combination of prompt execution of orders in an effective manner and at the most favorable price. Consistent with this obligation, when the execution and price offered by two or more brokers or dealers are comparable Sub-Adviser may, in its discretion, purchase and sell portfolio securities to and from brokers and dealers who provide the Sub-Adviser with research advice and other services. In no instance will portfolio securities be purchased from or sold to the Adviser, Sub-Adviser or any affiliated person of either the FundFunds, Adviser, or Sub-Adviser, except as may be permitted under the 1940 Act; d) will report regularly to Adviser and to the Funds' Board of Managers and will make appropriate persons available for the purpose of reviewing with representatives of Adviser and the Board of Managers on a regular basis at reasonable times the management of the SeriesFunds, including, without limitation, review of the general investment strategies of the SeriesFunds, the performance of the Series Funds in relation to standard industry indices, interest rate considerations and general conditions affecting the marketplace and will provide various other reports from time to time as reasonably requested by Adviser; e) will prepare and maintain such books and records with respect to the Series' Fund's securities transactions and will furnish Adviser and Fund's Funds' Board of Managers such periodic and special reports as the Board of Managers or Adviser may request; f) will act upon instructions from Adviser not inconsistent with the fiduciary duties hereunder; g) will treat confidentially and as proprietary information of Fund Funds all such records and other information relative to Fund the Funds maintained by the Sub-Adviser, and will not use such records and information for any purpose other than performance of its responsibilities and duties hereunder, except after prior notification to and approval in writing by Fundthe Funds, which approval shall not be unreasonably withheld and may not be withheld where the Sub-Adviser may be exposed to civil or criminal contempt proceedings for failure to comply, when requested to divulge such information by duly constituted authorities, or when so requested by Fundthe Funds; and h) will vote proxies received in connection with securities held by the Series Funds consistent with its fiduciary duties hereunder.

Management. Subject always to the supervision of Fund's Funds' Board of Managers and the Adviser, Sub-Adviser will furnish an investment program in respect of, and make investment decisions for, all assets of the Series Funds and place all orders for the purchase and sale of securities, all on behalf of the SeriesFunds. In the performance of its duties, Sub-Adviser will satisfy its fiduciary duties to the Series Funds (as set forth below), and will monitor the Series' Fund's investments, and will comply with the provisions of each Fund's Certificate of Formation and Operating Agreement, as amended from time to time, and the stated investment objectives, policies and restrictions of the SeriesFunds. Sub-Adviser and Adviser will each make its officers and employees available to the other from time to time at reasonable times to review investment policies of the Series Funds and to consult with each other regarding the investment affairs of the SeriesFunds. Sub-Adviser will report to Board of Managers and to Adviser with respect to the implementation of such program. Sub-Adviser is responsible for compliance with the provisions of Section 817(h) of the Internal Revenue Code of 1986, as amended, applicable to the SeriesFunds. The Sub-Adviser further agrees that it: a) will use the same skill and care in providing such services as it uses in providing services to fiduciary accounts for which it has investment responsibilities; b) will conform with all applicable Rules and Regulations of the SEC in all material respects and in addition will conduct its activities under this Agreement in accordance with any applicable regulations of any governmental authority pertaining to its investment advisory activities; c) will place orders pursuant to its investment determinations for the Series Funds either directly with the issuer or with any broker or dealer, including an affiliated broker-dealer which is a member of a national securities exchange as permitted in accordance with guidelines established by the Board of Managers. In placing orders with brokers and dealers, the Sub-Adviser will attempt to obtain the best combination of prompt execution of orders in an effective manner and at the most favorable price. Consistent with this obligation, when the execution and price offered by two or more brokers or dealers are comparable Sub-Adviser may, in its discretion, purchase and sell portfolio securities to and from brokers and dealers who provide the Sub-Adviser with research advice and other services. In no instance will portfolio securities be purchased from or sold to the Adviser, Sub-Adviser or any affiliated person of either the FundFunds, Adviser, or Sub-Adviser, except as may be permitted under the 1940 Act; d) will report regularly to Adviser and to the Board of Managers and will make appropriate persons available for the purpose of reviewing with representatives of Adviser and the Board of Managers on a regular basis at reasonable times the management of the SeriesFunds, including, without limitation, review of the general investment strategies of the SeriesFunds, the performance of the Series Funds in relation to standard industry indices, interest rate considerations and general conditions affecting the marketplace and will provide various other reports from time to time as reasonably requested by Adviser; e) will prepare and maintain such books and records with respect to the Series' Fund's securities transactions and will furnish Adviser and Fund's Funds' Board of Managers such periodic and special reports as the Board of Managers or Adviser may request; f) will act upon instructions from Adviser not inconsistent with the fiduciary duties hereunder; g) will treat confidentially and as proprietary information of Fund Funds all such records and other information relative to Fund the Funds maintained by the Sub-Adviser, and will not use such records and information for any purpose other than performance of its responsibilities and duties hereunder, except after prior notification to and approval in writing by Fundthe Funds, which approval shall not be unreasonably withheld and may not be withheld where the Sub-Adviser may be exposed to civil or criminal contempt proceedings for failure to comply, when requested to divulge such information by duly constituted authorities, or when so requested by Fundthe Funds; and h) will vote proxies received in connection with securities held by the Series Funds consistent with its fiduciary duties hereunder.

Management. Subject always to the supervision of Fundthe Advisor and the Trust's Board of Managers and Trustees, the Adviser, Sub-Adviser Advisor will furnish an provide a continuous investment program in respect of, and make investment decisions for, all assets for each of the Series Funds, including investment research and place management with respect to all securities and investments and cash equivalents in the Funds. The Sub-Advisor will determine from time to time what securities and other investments will be purchased, retained or sold by the Trust with respect to the Funds and will implement such determinations through the placement, in the name of the Funds, of orders for the purchase and sale execution of securities, all on behalf portfolio transactions with or through such brokers or dealers as it may select. The Sub-Advisor will provide the services under this Agreement in accordance with each of the Series. In the performance of its dutiesFund's investment objectives, Sub-Adviser will satisfy its fiduciary duties to the Series (as set forth below)policies, and will monitor restrictions as stated in the Series' investments, and will comply with the provisions of Fund's Certificate of Formation and Operating AgreementProspectus, as amended the same may be amended, supplemented or restated from time to time, and the stated investment objectives, policies and restrictions resolutions of the SeriesTrust's Board of Trustees. In fulfilling its responsibilities hereunder, the Sub-Adviser and Adviser will each make its officers and employees available to the other from time to time at reasonable times to review investment policies of the Series and to consult with each other regarding the investment affairs of the Series. Sub-Adviser will report to Board of Managers and to Adviser with respect to the implementation of such program. Sub-Adviser is responsible for compliance with the provisions of Section 817(h) of the Internal Revenue Code of 1986, as amended, applicable to the Series. The Sub-Adviser Advisor further agrees that itit will: (a) will use the same skill and care in providing such services as it uses in providing services to fiduciary accounts for which it has investment responsibilities; (b) will conform with all applicable Rules and Regulations of the SEC in all material respects Securities and Exchange Commission and in addition will conduct its activities under this Agreement in accordance with any applicable regulations of any governmental authority pertaining to its the investment advisory activitiesactivities of the Sub-Advisor; (c) will not make loans to any person to purchase or carry shares of beneficial interest in the Trust or make loans to the Trust; (d) place orders pursuant to its investment determinations for the Series Funds either directly with the issuer or with any broker or dealer, including an affiliated broker-dealer which is a member of a national securities exchange as permitted in accordance with guidelines established by the Board of Managers. In placing orders with brokers and dealers, the Sub-Adviser Advisor will attempt to obtain the best combination of prompt execution of orders in an effective manner and at the most favorable price. In assessing the best execution available for any transaction, the Sub-Advisor shall consider all factors it deems relevant, including the breadth of the market in the security, the price of the security, the financial condition and execution capability of the broker-dealer and the reasonableness of the commission, if any (for the specific transaction and on a continuing basis). Consistent with this obligation, when the execution and price offered by two or more brokers or dealers are comparable Sub-Adviser Advisor may, in its discretiondiscretion and to the extent permitted by law, purchase and sell portfolio securities to and from brokers and dealers who provide brokerage and research services (within the meaning of Section 28(e) of the Securities Exchange Act of 1934) to or for the benefit of the Funds and/or other accounts over which the Sub-Adviser Advisor exercises investment discretion. Subject to the review of the Advisor and the Trust's Board of Trustees from time to time with respect to the extent and continuation of the policy, the Sub-Advisor is authorized to pay a broker or dealer who provides such brokerage and research advice services a commission for effecting a securities transaction for any of the Funds which is in excess of the amount of commission another broker or dealer would have charged for effecting that transaction if, but only if, the Sub-Advisor determines in good faith that such commission was reasonable in relation to the value of the brokerage and other servicesresearch services provided by such broker or dealer, viewed in terms of either that particular transaction or the overall responsibilities of the Sub-Advisor with respect to the accounts as to which it exercises investment discretion. In placing orders with brokers and dealers, consistent with applicable laws, rules and regulations, the Sub-Advisor may consider the sale of shares of the Trust. Except as otherwise permitted by applicable laws, rules and regulations, in no instance will portfolio securities be purchased from or sold to BISYS Fund Services Ohio Inc., the AdviserAdvisor, the Sub-Adviser Advisor or any affiliated person of either the Trust, BISYS Fund Services Ohio Inc., the Advisor or the Sub-Advisor. In executing portfolio transactions for any Fund, Adviser, or the Sub-AdviserAdvisor may, except as may but shall not be permitted under the 1940 Act; d) will report regularly to Adviser and obligated to, to the Board extent permitted by applicable laws and regulations, aggregate the securities to be sold or purchased with those of Managers other Funds and its other clients where such aggregation is not inconsistent with the policies set forth in the Trust's registration statement. In such event, the Sub-Advisor will make appropriate persons available for allocate the purpose of reviewing with representatives of Adviser securities so purchased or sold, and the Board of Managers on a regular basis at reasonable times expenses incurred in the management of transaction, pursuant to any applicable law or regulation and in the Series, including, without limitation, review of manner it considers to be the general investment strategies of most equitable and consistent with its fiduciary obligations to the Series, the performance of the Series in relation to standard industry indices, interest rate considerations Funds and general conditions affecting the marketplace and will provide various such other reports from time to time as reasonably requested by Adviser;clients. (e) will prepare and maintain such all books and records with respect to the Series' securities transactions of the Funds and will furnish Adviser the Advisor and Fundthe Trust's Board of Managers Trustees such periodic and special reports as the Advisor or the Board of Managers or Adviser may request; (f) will act upon instructions from Adviser not inconsistent with the fiduciary duties hereunder; g) will treat confidentially and as proprietary information of Fund the Trust all such records and other information relative to Fund maintained by the Sub-AdviserTrust and the Funds and prior, present, or potential shareholders, and will not use such records and information for any purpose other than performance of its responsibilities and duties hereunder, except after prior notification to and approval in writing by Fund, which approval shall not be unreasonably withheld and may not be withheld where the Sub-Adviser Advisor may be exposed to civil or criminal contempt proceedings for failure to comply, when requested to divulge such information by duly constituted authorities, or when so requested by Fundthe Trust; and h(g) will vote proxies received in connection maintain its policy and practice of conducting its fiduciary functions independently. In making investment recommendations for the Funds, the Sub-Advisor's personnel will not inquire or take into consideration whether the issuers of securities proposed for purchase or sale for the Trust's account are customers of the Sub-Advisor or of its parents, subsidiaries or affiliates. In dealing with such customers, the Sub-Advisor and its parents, subsidiaries, and affiliates will not inquire or take into consideration whether securities of those customers are held by the Series consistent with its fiduciary duties hereunderTrust.

Management. Subject always to the supervision of Fundthe Trust's Board of Managers and Trustees, the Adviser, Sub-Investment Adviser will furnish an provide a continuous investment program in respect of, and make investment decisions for, all assets for each of the Series Funds, including investment research and place management with respect to all securities and investments and cash equivalents in the Funds. The Investment Adviser will determine from time to time what securities and other investments will be purchased, retained or sold by the Trust with respect to the Funds and will implement such determinations through the placement, in the name of the Funds, of orders for the purchase and sale execution of securities, all on behalf portfolio transactions with or through such brokers or dealers as it may select. The Investment Adviser will provide the services under this Agreement in accordance with each of the Series. In the performance of its dutiesFund's investment objectives, Sub-Adviser will satisfy its fiduciary duties to the Series (as set forth below)policies, and will monitor restrictions as stated in the Series' investments, and will comply with the provisions of Fund's Certificate of Formation and Operating AgreementProspectus, as amended the same may be amended, supplemented or restated from time to time, and the stated investment objectives, policies and restrictions resolutions of the Series. Sub-Adviser and Adviser will each make its officers and employees available to the other from time to time at reasonable times to review investment policies of the Series and to consult with each other regarding the investment affairs of the Series. Sub-Adviser will report to Trust's Board of Managers and to Adviser with respect to Trustees. In fulfilling its responsibilities hereunder, the implementation of such program. Sub-Adviser is responsible for compliance with the provisions of Section 817(h) of the Internal Revenue Code of 1986, as amended, applicable to the Series. The Sub-Investment Adviser further agrees that itit will: (a) will use the same skill and care in providing such services as it uses in providing services to fiduciary accounts for which it has investment responsibilities; (b) will conform with all applicable Rules and Regulations of the SEC in all material respects Securities and Exchange Commission and in addition will conduct its activities under this Agreement in accordance with any applicable regulations of any governmental authority pertaining to its the investment advisory activitiesactivities of the Investment Adviser; (c) will not make loans to any person to purchase or carry shares of beneficial interest in the Trust or make loans to the Trust; (d) place orders pursuant to its investment determinations for the Series Funds either directly with the issuer or with any broker or dealer, including an affiliated broker-dealer which is a member of a national securities exchange as permitted in accordance with guidelines established by the Board of Managers. In placing orders with brokers and dealers, the Sub-Investment Adviser will attempt to obtain the best combination of prompt execution of orders in an effective manner and at the most favorable price. In assessing the best execution available for any transaction, the Investment Adviser shall consider all factors it deems relevant, including the breadth of the market in the security, the price of the security, the financial condition and execution capability of the broker-dealer and the reasonableness of the commission, if any (for the specific transaction and on a continuing basis). Consistent with this obligation, when the execution and price offered by two or more brokers or dealers are comparable Sub-Investment Adviser may, in its discretiondiscretion and to the extent permitted by law, purchase and sell portfolio securities to and from brokers and dealers who provide brokerage and research services (within the Sub-meaning of Section 28(e) of the Securities Exchange Act of 1934) to or for the benefit of the Funds and/or other accounts over which the Investment Adviser exercises investment discretion. Subject to the review of the Trust's Board of Trustees from time to time with respect to the extent and continuation of the policy, the Investment Adviser is authorized to pay a broker or dealer who provides such brokerage and research services a commission for effecting a securities transaction for any of the Funds which is in excess of the amount of commission another broker or dealer would have charged for effecting that transaction if, but only if, the Investment Adviser determines in good faith that such commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the overall responsibilities of the Investment Adviser with research advice and other servicesrespect to the accounts as to which it exercises investment discretion. In placing orders with brokers and dealers, consistent with applicable laws, rules and regulations, the Investment Adviser may consider the sale of shares of the Trust. Except as otherwise permitted by applicable laws, rules and regulations, in no instance will portfolio securities be purchased from or sold to BISYS Fund Services Limited Partnership, the Adviser, Sub-Investment Adviser or any affiliated person of either the FundTrust, Adviser, BISYS Fund Services Limited Partnership or Sub-Adviser, except as may be permitted under the 1940 Act; d) will report regularly to Adviser and to the Board of Managers and will make appropriate persons available for the purpose of reviewing with representatives of Adviser and the Board of Managers on a regular basis at reasonable times the management of the Series, including, without limitation, review of the general investment strategies of the Series, the performance of the Series in relation to standard industry indices, interest rate considerations and general conditions affecting the marketplace and will provide various other reports from time to time as reasonably requested by Investment Adviser; (e) will prepare and maintain such all books and records with respect to the Series' securities transactions of the Funds and will furnish Adviser and Fundthe Trust's Board of Managers Trustees such periodic and special reports as the Board of Managers or Adviser may request; (f) will act upon instructions from Adviser not inconsistent with the fiduciary duties hereunder; g) will treat confidentially and as proprietary information of Fund the Trust all such records and other information relative to Fund maintained by the Sub-AdviserTrust and the Funds and prior, present, or potential shareholders, and will not use such records and information for any purpose other than performance of its responsibilities and duties hereunder, except after prior notification to and approval in writing by Fundthe Trust, which approval shall not be unreasonably withheld and may not be withheld where the Sub-Investment Adviser may be exposed to civil or criminal contempt proceedings for failure to comply, when requested to divulge such information by duly constituted authorities, or when so requested by Fundthe Trust; and h(g) will vote proxies received in connection maintain its policy and practice of conducting its fiduciary functions independently. In making investment recommendations for the Funds, the Investment Adviser's personnel will not inquire or take into consideration whether the issuers of securities proposed for purchase or sale for the Trust's account are customers of the Investment Adviser or of its parents, subsidiaries or affiliates. In dealing with such customers, the Investment Adviser and its parents, subsidiaries, and affiliates will not inquire or take into consideration whether securities of those customers are held by the Series consistent with its fiduciary duties hereunderTrust.

Management. Subject always to the supervision of FundTrust's Board of Managers Trustees and the Adviser, Sub-Adviser will furnish establish an investment program in respect of, and make investment decisions for, all assets of the Series Funds and place all orders for the purchase and sale of securities, all on behalf of the SeriesFunds. In the performance of its duties, Sub-Adviser will satisfy its fiduciary undertake the duties to the Series (as Fund set forth below), and will monitor the SeriesFunds' investments, and will comply with the provisions of FundTrust's Certificate Declaration of Formation Trust and Operating AgreementBy-Laws, as amended from time to time, the Trust's Registration Statement, as amended and filed with the SEC, and the stated investment objectives, policies and restrictions of the SeriesFunds. Sub-Adviser and Adviser will each make its officers and employees available to the other from time to time at reasonable times to review the investment policies of the Series Funds and to consult with each other regarding the investment affairs of the SeriesFunds. Sub-Adviser will report from time to time as reasonably requested to the Board of Managers Trustees and to Adviser with respect to the implementation of such program. Sub-Adviser is responsible for compliance with the provisions of Section 817(h) of the Internal Revenue Code of 1986, as amended, applicable to the SeriesFunds. The Sub-Adviser further agrees that it: (a) will use the same skill and care in providing such services as it uses in providing services to other fiduciary accounts for which it has investment responsibilities; (b) will conform with all applicable Rules and Regulations of the SEC Securities and Exchange Commission in all material respects and in addition will conduct its activities under this Agreement in all matters and respects in accordance with any applicable regulations of any governmental authority pertaining to its investment advisory activities; (c) will place orders pursuant to its investment determinations for the Series Funds either directly with the issuer or with any broker or dealer, including an affiliated broker-dealer which is a member of a national securities exchange as permitted in accordance with guidelines established by the Board of Managers. In placing orders with brokers and dealers, the Sub-Adviser will attempt to obtain the best combination of prompt execution of orders in an effective manner and at the most favorable price. Consistent with this obligation, when the execution and price offered by two or more brokers or dealers are comparable Sub-Adviser may, in its discretion, purchase and sell portfolio securities to and from brokers and dealers who provide the Sub-Adviser with research advice and other services. In no instance will portfolio securities be purchased from or sold to the Adviser, Sub-Adviser or any entity which to the knowledge of the Adviser or Sub-Adviser is an affiliated person of either the FundTrust, Adviser, or Sub-Adviser, except as may be permitted under the 1940 Act; (d) will report regularly to Adviser and to the Board of Managers Trustees and will make appropriate persons available for the purpose of reviewing with representatives of Adviser and the Board of Managers Trustees on a regular basis at reasonable times the management of the SeriesFunds, including, without limitation, review of the general investment strategies of the SeriesFunds, the performance of the Series Funds in relation to standard industry indices, interest rate considerations and general conditions affecting the marketplace and will provide various other reports from time to time as reasonably requested by Adviser; (e) will prepare and maintain such books and records with respect to the SeriesFunds' securities transactions and will furnish Adviser and FundTrust's Board of Managers Trustees such periodic and special reports as the Board of Managers or Adviser may reasonably request; (f) will act upon instructions from Adviser not inconsistent with the fiduciary duties hereunder; g) will treat confidentially and as proprietary information of Fund Trust all such records and other information relative to Fund Trust maintained by the Sub-Adviser, and will not use such records and information for any purpose other than performance of its responsibilities and duties hereunder, except after prior notification to and approval in writing by FundTrust, which approval shall not be unreasonably withheld and may not be withheld where the Sub-Adviser may be exposed to civil or criminal contempt proceedings for failure to comply, when requested to divulge such information by duly constituted authorities, or when so requested by Fund; andTrust; h(g) will vote proxies received in connection receive the research and recommendations of Adviser with securities held by respect to the Series consistent with its fiduciary duties hereunderinvestment and reinvestment of the assets of the Funds.

Management. Subject always to the supervision of the Fund's ’s Board of Managers and Trustees, the Adviser, Sub-Investment Adviser will furnish an provide or cause to be provided a continuous investment program for each Portfolio, including investment research and management with respect to all securities and investments and cash equivalents in said Portfolios. The Investment Adviser will determine or cause to be determined from time to time what securities and other investments will be purchased, retained or sold by the Fund with respect of, to the Portfolios and make investment decisions for, all assets of the Series and will place all or cause to be placed orders for the purchase and sale of securities, all on behalf of the SeriesFund with respect to the Portfolios. In the performance of its duties, Sub-The Investment Adviser will satisfy its fiduciary duties to provide the Series (as set forth below), and will monitor the Series' investments, and will comply services under this Agreement in accordance with the provisions of Fund's Certificate of Formation and Operating Agreement, as amended from time to time, and the stated each Portfolio’s investment objectivesobjective, policies and restrictions as stated in the Prospectus and resolutions of the Series. Sub-Adviser and Adviser will each make its officers and employees available to the other from time to time at reasonable times to review investment policies of the Series and to consult with each other regarding the investment affairs of the Series. Sub-Adviser will report to Fund’s Board of Managers and to Adviser with respect to the implementation of such program. Sub-Adviser is responsible for compliance with the provisions of Section 817(h) of the Internal Revenue Code of 1986, as amended, applicable to the SeriesTrustees. The Sub-Investment Adviser further agrees that it: (a) will use the same skill and care in providing such services as it uses in providing services to fiduciary accounts for which it has investment responsibilities; (b) will conform comply in all material respects with all applicable Rules and Regulations of the SEC in all material respects and in addition will conduct its activities under this Agreement in accordance with any applicable regulations of any governmental authority pertaining to its the investment advisory activitiesactivities of the Investment Adviser; (c) will not make loans to any person to purchase or carry units of beneficial interest in the Fund or make loans to the Fund; (d) will place or cause to be placed orders pursuant to its investment determinations for the Series Fund, with respect to the Portfolios, either directly with the issuer or with any broker or dealer, including an affiliated broker-dealer which is a member of a national securities exchange as permitted in accordance with guidelines established by the Board of Managers. In placing regard to such orders placed with brokers and dealers, the SubInvestment Adviser or any sub-investment adviser employed by the Investment Adviser will attempt to obtain the best combination of prompt execution of orders in an effective manner and at the most favorable price. Consistent with this obligation, when the execution and price offered by two or more brokers or dealers are comparable Subcomparable, the Investment Adviser or any sub-investment adviser employed by the Investment Adviser may, in its discretion, purchase and sell portfolio securities to and from brokers and dealers who provide the SubInvestment Adviser or any such sub-Adviser investment adviser with research advice and other services. In no instance will portfolio securities be purchased from or sold to One Group Dealer Services, Inc., the Investment Adviser, Subany sub-Adviser adviser employed by the Investment Adviser, or any affiliated person of either the Fund, AdviserOne Group Dealer Services, Inc., the Investment Adviser or Subany sub-adviser employed by the Investment Adviser, except as may be to the extent permitted under by the 1940 Act; d) will report regularly to Adviser and to the Board of Managers and will make appropriate persons available for the purpose of reviewing with representatives of Adviser and the Board of Managers on a regular basis at reasonable times the management of the Series, including, without limitation, review of the general investment strategies of the Series, the performance of the Series in relation to standard industry indices, interest rate considerations and general conditions affecting the marketplace and will provide various other reports from time to time as reasonably requested by Adviser; (e) will prepare and maintain such books and records with respect to the Series' securities transactions and will furnish Adviser and Fund's Board of Managers such periodic and special reports as the Board of Managers or Adviser may request; f) will act upon instructions from Adviser not inconsistent with the fiduciary duties hereunder; g) will treat confidentially and as proprietary information of the Fund all such records and other information relative to the Fund maintained by and the Sub-AdviserPortfolios and prior, present or potential interest holders, and will not use such records and information for any purpose other than performance of its responsibilities and duties hereunder, except after prior notification to and approval in writing by the Fund, which approval shall not be unreasonably withheld and may not be withheld where the Sub-Investment Adviser may be exposed to civil or criminal contempt proceedings for failure to comply, comply when requested to divulge such information by duly constituted authorities, or when so requested by the Fund; and h(f) will vote proxies received in connection maintain its policy and practice of conducting its fiduciary functions independently. In making investment recommendations for the Portfolios, the Investment Adviser’s personnel will not inquire or take into consideration whether the issuers of securities proposed for purchase or sale for a Portfolio’s account are customers of the Investment Adviser or of its parent or its subsidiaries or affiliates. In dealing with such customers, the Investment Adviser and its parent, subsidiaries, and affiliates will not inquire or take into consideration whether securities of those customers are held by the Series consistent with its fiduciary duties hereundera Portfolio.

Management. Subject always to the supervision of Fundthe Trust's Board of Managers and Trustees, the Adviser, Sub-Adviser Advisor will furnish an provide a continuous investment program in respect of, and make investment decisions for, all assets for each of the Series Funds, including investment research and place management with respect to all securities and investments and cash equivalents in the Funds. The Advisor will determine from time to time what securities and other investments will be purchased, retained or sold by the Trust with respect to the Funds and will implement such determinations through the placement, in the name of the Funds, of orders for the purchase and sale execution of securities, all on behalf portfolio transactions with or through such brokers or dealers as it may select. The Advisor will provide the services under this Agreement in accordance with each of the Series. In the performance of its dutiesFund's investment objectives, Sub-Adviser will satisfy its fiduciary duties to the Series (as set forth below)policies, and will monitor restrictions as stated in the Series' investments, and will comply with the provisions of Fund's Certificate of Formation and Operating AgreementProspectus, as amended the same may be amended, supplemented or restated from time to time, and the stated investment objectives, policies and restrictions resolutions of the Series. Sub-Adviser and Adviser will each make its officers and employees available to the other from time to time at reasonable times to review investment policies of the Series and to consult with each other regarding the investment affairs of the Series. Sub-Adviser will report to Trust's Board of Managers and to Adviser with respect to Trustees. In fulfilling its responsibilities hereunder, the implementation of such program. Sub-Adviser is responsible for compliance with the provisions of Section 817(h) of the Internal Revenue Code of 1986, as amended, applicable to the Series. The Sub-Adviser Advisor further agrees that itit will: (a) will use the same skill and care in providing such services as it uses in providing services to fiduciary accounts for which it has investment responsibilities; (b) will conform with all applicable Rules and Regulations of the SEC in all material respects Securities and Exchange Commission and in addition will conduct its activities under this Agreement in accordance with any applicable regulations of any governmental authority pertaining to its the investment advisory activitiesactivities of the Advisor; (c) will not make loans to any person to purchase or carry shares of beneficial interest in the Trust or make loans to the Trust; (d) place orders pursuant to its investment determinations for the Series Funds either directly with the issuer or with any broker or dealer, including an affiliated broker-dealer which is a member of a national securities exchange as permitted in accordance with guidelines established by the Board of Managers. In placing orders with brokers and dealers, the Sub-Adviser Advisor will attempt to obtain the best combination of prompt execution of orders in an effective manner and at the most favorable price. In assessing the best execution available for any transaction, the Advisor shall consider all factors it deems relevant, including the breadth of the market in the security, the price of the security, the financial condition and execution capability of the broker-dealer and the reasonableness of the commission, if any (for the specific transaction and on a continuing basis). Consistent with this obligation, when the execution and price offered by two or more brokers or dealers are comparable Sub-Adviser Advisor may, in its discretiondiscretion and to the extent permitted by law, purchase and sell portfolio securities to and from brokers and dealers who provide brokerage and research services (within the Sub-Adviser meaning of Section 28(e) of the Securities Exchange Act of 1934) to or for the benefit of the Funds and/or other accounts over which the Advisor exercises investment discretion. Subject to the review of the Trust's Board of Trustees from time to time with respect to the extent and continuation of the policy, the Advisor is authorized to pay a broker or dealer who provides such brokerage and research advice services a commission for effecting a securities transaction for any of the Funds which is in excess of the amount of commission another broker or dealer would have charged for effecting that transaction if, but only if, the Advisor determines in good faith that such commission was reasonable in relation to the value of the brokerage and other servicesresearch services provided by such broker or dealer, viewed in terms of either that particular transaction or the overall responsibilities of the Advisor with respect to the accounts as to which it exercises investment discretion. In placing orders with brokers and dealers, consistent with applicable laws, rules and regulations, the Advisor may consider the sale of shares of the Trust. Except as otherwise permitted by applicable laws, rules and regulations, in no instance will portfolio securities be purchased from or sold to BISYS Fund Services Ohio Inc., the Adviser, Sub-Adviser Advisor or any affiliated person of either the Trust, BISYS Fund Services Ohio Inc. or the Advisor. In executing portfolio transactions for any Fund, Adviserthe Advisor may, or Sub-Adviserbut shall not be obligated to, except as may be permitted under the 1940 Act; d) will report regularly to Adviser and to the Board extent permitted by applicable laws and regulations, aggregate the securities to be sold or purchased with those of Managers other Funds and its other clients where such aggregation is not inconsistent with the policies set forth in the Trust's registration statement. In such event, the Advisor will make appropriate persons available for allocate the purpose of reviewing with representatives of Adviser securities so purchased or sold, and the Board of Managers on a regular basis at reasonable times expenses incurred in the management of transaction, pursuant to any applicable law or regulation and in the Series, including, without limitation, review of manner it considers to be the general investment strategies of most equitable and consistent with its fiduciary obligations to the Series, the performance of the Series in relation to standard industry indices, interest rate considerations Funds and general conditions affecting the marketplace and will provide various such other reports from time to time as reasonably requested by Adviser;clients. (e) will prepare and maintain such all books and records with respect to the Series' securities transactions of the Funds and will furnish Adviser and Fundthe Trust's Board of Managers Trustees such periodic and special reports as the Board of Managers or Adviser may request; (f) will act upon instructions from Adviser not inconsistent with the fiduciary duties hereunder; g) will treat confidentially and as proprietary information of Fund the Trust all such records and other information relative to Fund maintained by the Sub-AdviserTrust and the Funds and prior, present, or potential shareholders, and will not use such records and information for any purpose other than performance of its responsibilities and duties hereunder, except after prior notification to and approval in writing by Fundthe Trust, which approval shall not be unreasonably withheld and may not be withheld where the Sub-Adviser Advisor may be exposed to civil or criminal contempt proceedings for failure to comply, when requested to divulge such information by duly constituted authorities, or when so requested by Fundthe Trust; and h(g) will vote proxies received in connection maintain its policy and practice of conducting its fiduciary functions independently. In making investment recommendations for the Funds, the Advisor's personnel will not inquire or take into consideration whether the issuers of securities proposed for purchase or sale for the Trust's account are customers of the Advisor or of its parents, subsidiaries or affiliates. In dealing with such customers, the Advisor and its parents, subsidiaries, and affiliates will not inquire or take into consideration whether securities of those customers are held by the Series consistent with its fiduciary duties hereunderTrust.

Management. Subject always to the supervision of Fundthe Trust's Board of Managers and Trustees, the Adviser, Sub-Investment Adviser will furnish an provide or cause to be provided a continuous investment program for each Fund identified on Schedule A hereto, including investment research and management with respect to all securities and investments and cash equivalents in such Funds. The Investment Adviser will determine or cause to be determined from time to time what securities and other investments will be purchased, retained or sold by the Trust with respect of, to each Fund identified on Schedule A hereto and make investment decisions for, all assets of the Series and will place all or cause to be placed orders for the purchase and sale of securities, all on behalf of the SeriesTrust with respect to such Fund. In the performance of its duties, Sub-The Investment Adviser will satisfy its fiduciary duties to provide the Series (as set forth below), and will monitor the Series' investments, and will comply services under this Agreement in accordance with the provisions of each Fund's Certificate of Formation and Operating Agreement, as amended from time to time, and the stated investment objectivesobjective, policies and restrictions as stated in the Prospectuses, resolutions of the Series. Sub-Adviser Trust's Board of Trustees, and Adviser will each make its officers and employees available any undertakings with state or other regulatory authorities which are provided by the Trust to the other from time to time at reasonable times to review investment policies of the Series and to consult with each other regarding the investment affairs of the Series. Sub-Adviser will report to Board of Managers and to Adviser with respect to the implementation of such program. Sub-Adviser is responsible for compliance with the provisions of Section 817(h) of the Internal Revenue Code of 1986, as amended, applicable to the SeriesInvestment Adviser. The Sub-Investment Adviser further agrees that it: (a) will use the same skill and care in providing such services as it uses in providing services to fiduciary accounts for which it has investment responsibilities; (b) will conform comply in all material respects with all applicable Rules and Regulations of the SEC in all material respects Securities and Exchange Commission under the Investment Company Act of 1940 and in addition will conduct its activities under this Agreement in accordance with any applicable regulations of any governmental authority pertaining to its the investment advisory activitiesactivities of the Investment Adviser; (c) will not make loans to any person to purchase or carry units of beneficial interest ("shares") in the Trust or make loans to the Trust; (d) will place or cause to be placed orders pursuant to its investment determinations for the Series Funds identified on Schedule A hereto either directly with the issuer or with any broker or dealerdealer and, including an affiliated broker-dealer which is a member of a national securities exchange as permitted in accordance with guidelines established by the Board of Managers. In placing orders with brokers and dealers, the SubInvestment Adviser or any sub-investment adviser employed by the Investment Adviser will attempt to obtain the best combination of prompt execution of orders in an effective manner and at the most favorable price. Consistent with this obligation, when the execution and price offered by two or more brokers or dealers are comparable Subcomparable, the Investment Adviser or any sub-investment adviser employed by the Investment Adviser may, in its discretion, purchase and sell portfolio securities to and from brokers and dealers who provide the Sub-Investment Adviser or any such subinvestment adviser with research advice and other services. In no instance will portfolio securities be purchased from or sold to BISYS Fund Services, Inc., the Investment Adviser, Subany sub-Adviser investment adviser employed by the Investment Adviser, or any affiliated person (as defined in the Investment Company Act of 1940) of either the FundTrust, BISYS Fund Services, Inc., the Investment Adviser, or Subany sub-investment adviser employed by the Investment Adviser, except as may be permitted under the 1940 Act;. d) will report regularly to Adviser and to the Board of Managers and will make appropriate persons available for the purpose of reviewing with representatives of Adviser and the Board of Managers on a regular basis at reasonable times the management of the Series, including, without limitation, review of the general investment strategies of the Series, the performance of the Series in relation to standard industry indices, interest rate considerations and general conditions affecting the marketplace and will provide various other reports from time to time as reasonably requested by Adviser; (e) will prepare and maintain such books and records with respect to the Series' securities transactions and will furnish Adviser and Fund's Board of Managers such periodic and special reports as the Board of Managers or Adviser may request; f) will act upon instructions from Adviser not inconsistent with the fiduciary duties hereunder; g) will treat confidentially and as proprietary information of Fund the Trust all such records and other information relative to Fund maintained by the Sub-AdviserTrust and prior, present, or potential shareholders of the Trust learned by, or disclosed to, the Investment Adviser in the course of its performance of its responsibilities and duties under this Agreement, and will not use such records and information for any purpose other than performance of its responsibilities and duties hereunder, except after prior notification to and approval in writing by Fundthe Trust, which approval shall not be unreasonably withheld and may not be withheld where the Sub-Investment Adviser may be exposed to civil civil, regulatory, or criminal contempt proceedings sanctions for failure to comply, comply when requested to divulge such information by duly constituted authorities, or when so requested by Fundthe Trust; and h(f) will vote proxies received in connection maintain its policy and practice of conducting its fiduciary functions independently. In making investment recommendations for the Trust, the Investment Adviser's personnel will not inquire or take into consideration whether the issuers of securities proposed for purchase or sale for the Trust's account are customers of the Investment Adviser, or the parents or subsidiaries or affiliates of the Investment Adviser unless so required by applicable law. In dealing with its customers, the Investment Adviser and its parents, subsidiaries, and affiliates will not inquire or take into consideration whether securities of those customers are held by the Series consistent with its fiduciary duties hereunderTrust.

Management. Subject always to the supervision of the Fund's ’s Board of Managers and Trustees, the Adviser, Sub-Investment Adviser will furnish an provide or cause to be provided a continuous investment program for each Portfolio, including investment research and management with respect to all securities and investments and cash equivalents in said Portfolios. The Investment Adviser will determine or cause to be determined from time to time what securities and other investments will be purchased, retained or sold by the Fund with respect of, to the Portfolios and make investment decisions for, all assets of the Series and will place all or cause to be placed orders for the purchase and sale of securities, all on behalf of the SeriesFund with respect to the Portfolios. In the performance of its duties, Sub-The Investment Adviser will satisfy its fiduciary duties to provide the Series (as set forth below), and will monitor the Series' investments, and will comply services under this Agreement in accordance with the provisions of Fund's Certificate of Formation and Operating Agreement, as amended from time to time, and the stated each Portfolio’s investment objectivesobjective, policies and restrictions as stated in the Prospectus and resolutions of the Series. Sub-Adviser and Adviser will each make its officers and employees available to the other from time to time at reasonable times to review investment policies of the Series and to consult with each other regarding the investment affairs of the Series. Sub-Adviser will report to Fund’s Board of Managers and to Adviser with respect to the implementation of such program. Sub-Adviser is responsible for compliance with the provisions of Section 817(h) of the Internal Revenue Code of 1986, as amended, applicable to the SeriesTrustees. The Sub-Investment Adviser further agrees that it: (a) will use the same skill and care in providing such services as it uses in providing services to fiduciary accounts for which it has investment responsibilities; (b) will conform comply in all material respects with all applicable Rules and Regulations of the SEC in all material respects and in addition will conduct its activities under this Agreement in accordance with any applicable regulations of any governmental authority pertaining to its the investment advisory activitiesactivities of the Investment Adviser; (c) will not make loans to any person to purchase or carry units of beneficial interest in the Fund or make loans to the Fund; (d) will place or cause to be placed orders pursuant to its investment determinations for the Series Fund either directly with the issuer or with any broker or dealer, including an affiliated broker-dealer which is a member of a national securities exchange as permitted in accordance with guidelines established by the Board of Managers. In placing regard to such orders placed with brokers and dealers, the SubInvestment Adviser or any sub-investment adviser employed by the Investment Adviser will attempt to obtain the best combination of prompt execution of orders in an effective manner and at the most favorable price. Consistent with this obligation, when the execution and price offered by two or more brokers or dealers are comparable Subcomparable, the Investment Adviser or any sub-investment adviser employed by the Investment Adviser may, in its discretion, purchase and sell portfolio securities to and from brokers and dealers who provide the SubInvestment Adviser or any such sub-Adviser investment adviser with research advice and other services. In no instance will portfolio securities be purchased from or sold to One Group Dealer Services, Inc., the Investment Adviser, Subany sub-Adviser adviser employed by the Investment Adviser, or any affiliated person of either the Fund, AdviserOne Group Dealer Services, Inc., the Investment Adviser or Subany sub-adviser employed by the Investment Adviser, except as may be to the extent permitted under by the 1940 Act; d) will report regularly to Adviser and to the Board of Managers and will make appropriate persons available for the purpose of reviewing with representatives of Adviser and the Board of Managers on a regular basis at reasonable times the management of the Series, including, without limitation, review of the general investment strategies of the Series, the performance of the Series in relation to standard industry indices, interest rate considerations and general conditions affecting the marketplace and will provide various other reports from time to time as reasonably requested by Adviser; (e) will prepare and maintain such books and records with respect to the Series' securities transactions and will furnish Adviser and Fund's Board of Managers such periodic and special reports as the Board of Managers or Adviser may request; f) will act upon instructions from Adviser not inconsistent with the fiduciary duties hereunder; g) will treat confidentially and as proprietary information of the Fund all such records and other information relative to the Fund maintained by and the Sub-AdviserPortfolios and prior, present or potential interest holders, and will not use such records and information for any purpose other than performance of its responsibilities and duties hereunder, except after prior notification to and approval in writing by the Fund, which approval shall not be unreasonably withheld and may not be withheld where the Sub-Investment Adviser may be exposed to civil or criminal contempt proceedings for failure to comply, comply when requested to divulge such information by duly constituted authorities, or when so requested by the Fund; and h(f) will vote proxies received in connection maintain its policy and practice of conducting its fiduciary functions independently. In making investment recommendations for the Portfolios, the Investment Adviser’s personnel will not inquire or take into consideration whether the issuers of securities proposed for purchase or sale for a Portfolio’s account are customers of the Investment Adviser or of its parent or its subsidiaries or affiliates. In dealing with such customers, the Investment Adviser and its parent, subsidiaries, and affiliates will not inquire or take into consideration whether securities of those customers are held by the Series consistent with its fiduciary duties hereundera Portfolio.

Management. Subject always to the supervision of Fundthe Trust's Board of Managers and Trustees, the Adviser, Sub-Investment Adviser will furnish an provide a continuous investment program in for the Trust, including investment research and management with respect of, to all securities and make investment decisions for, all assets investments and cash equivalents of the Series and place all orders for the purchase and sale of securities, all on behalf of the SeriesFund. In the performance of its duties, Sub-The Investment Adviser will satisfy its fiduciary duties to the Series (as set forth below), and will monitor the Series' investments, and will comply with the provisions of Fund's Certificate of Formation and Operating Agreement, as amended determine from time to timetime what securities and other investments will be purchased, and retained or sold by the stated Trust with respect to the Fund. The Investment Adviser will provide the services under this Agreement in accordance with the Trust's investment objectivesobjective, policies and restrictions as stated in the Prospectus and resolutions of the Series. Sub-Adviser and Adviser will each make its officers and employees available to the other from time to time at reasonable times to review investment policies of the Series and to consult with each other regarding the investment affairs of the Series. Sub-Adviser will report to Trust's Board of Managers and to Adviser with respect to the implementation of such program. Sub-Adviser is responsible for compliance with the provisions of Section 817(h) of the Internal Revenue Code of 1986, as amended, applicable to the SeriesTrustees. The Sub-Investment Adviser further agrees that it: (a) will use the same skill and care in providing such services as it uses in providing services to any fiduciary accounts for which it has investment responsibilities; (b) will conform with all applicable Rules and Regulations of the SEC in all material respects Securities and Exchange Commission and in addition will conduct its activities under this Agreement in accordance with any applicable regulations of any governmental authority pertaining to its the investment advisory activitiesactivities of the Investment Adviser; (c) will place orders pursuant to its investment determinations for the Series Trust either directly with the issuer or with any broker or dealer, including an affiliated broker-dealer which is a member of a national securities exchange as permitted in accordance with guidelines established by the Board of Managers. In placing orders with brokers and dealers, the Sub-Investment Adviser will attempt to obtain the best combination of prompt execution of orders in an effective manner and at the most favorable price. Consistent with this obligation, when the execution and price offered by two or more brokers or dealers are comparable Sub-comparable, the Investment Adviser may, in its discretion, purchase and sell portfolio securities to and from brokers and dealers who provide the Sub-Investment Adviser with research advice and other services. In no instance will Unless and until appropriate procedures are adopted by the Trustees of the Trust under Rule 17e-1 of the 1940 Act and unless the provisions of such Rule are complied with, portfolio securities will not be purchased from or sold to BISYS Fund Services, the Investment Adviser, Sub-Adviser or any affiliated person of either the FundTrust, AdviserBISYS Fund Services, or Sub-the Investment Adviser, except as may be permitted under the 1940 Act;; 2 (d) will report regularly to Adviser and to the Board of Managers and will make appropriate persons available for the purpose of reviewing with representatives of Adviser and the Board of Managers on a regular basis at reasonable times the management of the Series, including, without limitation, review of the general investment strategies of the Series, the performance of the Series in relation to standard industry indices, interest rate considerations and general conditions affecting the marketplace and will provide various other reports from time to time as reasonably requested by Adviser; e) will prepare and maintain such all books and records with respect to the Series' Trust's securities transactions and will furnish Adviser and Fundthe Trust's Board of Managers Trustees such periodic and special reports as the Board of Managers or Adviser may request;; and f) will act upon instructions from Adviser not inconsistent with the fiduciary duties hereunder; g(e) will treat confidentially and as proprietary information of Fund the Trust all such records and other information relative to Fund maintained by the Sub-AdviserTrust and prior, present or potential interestholders, and will not use such records and information for any purpose other than performance of its responsibilities and duties hereunder, except after prior notification to and approval in writing by Fundthe Trust, which approval shall not be unreasonably withheld and may not be withheld where the Sub-Investment Adviser may be exposed to civil or criminal contempt proceedings for failure to comply, when requested to divulge such information by duly constituted authorities, or when so requested by Fund; and h) will vote proxies received in connection with securities held by the Series consistent with its fiduciary duties hereunderTrust.

Management. Subject always to the supervision of Fundthe Trust's Board of Managers and Trustees, the Adviser, Sub-Investment Adviser will furnish an provide or cause to be provided a continuous investment program for each Fund identified on Schedule A hereto, including investment research and management with respect to all securities and investments and cash equivalents in such Funds. The Investment Adviser will determine or cause to be determined from time to time what securities and other investments will be purchased, retained or sold by the Trust with respect of, to each Fund identified on Schedule A hereto and make investment decisions for, all assets of the Series and will place all or cause to be placed orders for the purchase and sale of securities, all on behalf of the SeriesTrust with respect to such Fund. In the performance of its duties, Sub-The Investment Adviser will satisfy its fiduciary duties to provide the Series (as set forth below), and will monitor the Series' investments, and will comply services under this Agreement in accordance with the provisions of each Fund's Certificate of Formation and Operating Agreement, as amended from time to time, and the stated investment objectivesobjective, policies and restrictions as stated in the Prospectuses, resolutions of the Series. Sub-Adviser Trust's Board of Trustees, and Adviser will each make its officers and employees available any undertakings with regulatory authorities which are provided by the Trust to the other from time to time at reasonable times to review investment policies of the Series and to consult with each other regarding the investment affairs of the Series. Sub-Adviser will report to Board of Managers and to Adviser with respect to the implementation of such program. Sub-Adviser is responsible for compliance with the provisions of Section 817(h) of the Internal Revenue Code of 1986, as amended, applicable to the SeriesInvestment Adviser. The Sub-Investment Adviser further agrees that it: (a) will use the same skill and care in providing such services as it uses in providing services to fiduciary accounts for which it has investment responsibilities; (b) will conform comply in all material respects with all applicable Rules and Regulations of the SEC in all material respects Securities and Exchange Commission under the Investment Company Act of 1940 and in addition will conduct its activities under this Agreement in accordance with any applicable regulations of any governmental authority pertaining to its the investment advisory activitiesactivities of the Investment Adviser; (c) will place or cause to be placed orders pursuant to its investment determinations for the Series Funds identified on Schedule A hereto either directly with the issuer or with any broker or dealerdealer and, including an affiliated broker-dealer which is a member of a national securities exchange as permitted in accordance with guidelines established by the Board of Managers. In placing orders with brokers and dealers, the SubInvestment Adviser or any sub-investment adviser employed by the Investment Adviser will attempt to obtain the best combination of prompt execution of orders in an effective manner and at the most favorable price. Consistent with this obligation, when the execution and price offered by two or more brokers or dealers are comparable Subcomparable, the Investment Adviser or any sub-investment adviser employed by the Investment Adviser may, in its discretion, purchase and sell portfolio securities to and from brokers and dealers who provide the Sub-Investment Adviser or any such subinvestment adviser with research advice and other services. In no instance will portfolio securities be purchased from or sold to the Adviser, Sub-Adviser or any affiliated person of either the Fund, Adviser, or Sub-Adviser, except as may be permitted under the 1940 Act;; and (d) will report regularly to Adviser and to the Board of Managers and will make appropriate persons available for the purpose of reviewing with representatives of Adviser and the Board of Managers on a regular basis at reasonable times the management of the Series, including, without limitation, review of the general investment strategies of the Series, the performance of the Series in relation to standard industry indices, interest rate considerations and general conditions affecting the marketplace and will provide various other reports from time to time as reasonably requested by Adviser; e) will prepare and maintain such books and records with respect to the Series' securities transactions and will furnish Adviser and Fund's Board of Managers such periodic and special reports as the Board of Managers or Adviser may request; f) will act upon instructions from Adviser not inconsistent with the fiduciary duties hereunder; g) will treat confidentially and as proprietary information of Fund the Trust all such records and other information relative to Fund maintained by the Sub-AdviserTrust and prior, present, or potential shareholders of the Trust learned by, or disclosed to, the Investment Adviser in the course of its performance of its responsibilities and duties under this Agreement, and will not use such records and information for any purpose other than performance of its responsibilities and duties hereunder, except after prior notification to and approval in writing by Fundthe Trust, which approval shall not be unreasonably withheld and may not be withheld where the Sub-Investment Adviser may be exposed to civil civil, regulatory, or criminal contempt proceedings sanctions for failure to comply, comply when requested to divulge such information by duly constituted authorities, or when so requested by Fund; and h) will vote proxies received in connection with securities held by the Series consistent with its fiduciary duties hereunderTrust.

Management. Subject always to the supervision of Fund's the Adviser and the Board of Managers and the AdviserTrustees, Sub-Adviser will furnish an investment program in respect of, and make shall have full investment decisions authority and discretion for, all assets of the Series Funds and place all orders for the purchase and sale of securities, including foreign or domestic securities, and other property (including financial futures, options of any type, commodities and other derivative instruments), all on behalf of the SeriesFunds as the Sub-Adviser shall determine in accordance with each Fund’s investment restrictions, policies and Prospectus. Sub-Adviser is authorized on behalf of the Funds to: (a) 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 (b) acknowledge the receipt of brokers’ risk disclosure statements, electronic trading disclosure statements and similar disclosures. The Sub-Adviser further shall have the authority to instruct the custodian to: (a) 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 Funds; and (b) 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 Funds with respect to any investments made pursuant to the Prospectus. In the performance of its duties, Sub-Adviser will satisfy its fiduciary duties to the Series Funds (as set forth below), and will monitor the SeriesFunds' investments, and will comply with the provisions of Fund's Certificate the Trust’s Declaration of Formation Trust and Operating AgreementBy-Laws, as amended from time to time, and the stated investment objectives, policies and restrictions of the SeriesFunds, which may be amended from time to time, and applicable tax and regulatory requirements. Sub-Adviser and Adviser will each make its officers and employees available to the other from time to time at reasonable times to review investment policies of the Series Funds and to consult with each other regarding the investment affairs of the SeriesFunds. Sub-Adviser will report to the Board of Managers Trustees and to Adviser with respect to the implementation of such program, as reasonably requested by the Board of Trustees or the Adviser. Sub-Adviser Adviser, solely with respect to the assets of the Funds that are under its management pursuant to this Agreement, is responsible for compliance to ensure that the Funds will comply with the provisions of Section 851 and Section 817(h) of the Internal Revenue Code of 1986, as amendedamended (“IRC”), applicable and the regulations thereunder, including, but not limited to, Treas. Reg. Section 1.817-5. Adviser will not act in a manner that would result in Sub-Adviser failing to maintain the required diversification and if the failure to diversify is inadvertent, Adviser shall in good faith and in conjunction with Sub-Adviser follow the procedures specified in Treas. Reg. Section 1.817-5(a)(2) and Revenue Procedure 2008-41 (or its successor) to request relief from the Commissioner of Internal Revenue Service. In such an event Adviser and Sub-Adviser shall work together in the preparation of any request for relief or closing agreement and, to the Seriesextent that Adviser is seeking indemnification under Section 11 hereof, no filings or agreements shall be made with the Commissioner of Internal Revenue Service without the prior written approval of Sub-Adviser. Notwithstanding the cooperation of Adviser, Sub- adviser shall be responsible for the correction of any failure attributable to its actions whether in good faith, negligent, or reckless disregard, including any penalties, taxes, and interest and for any other obligations to contract-owners and insurance company investors in the Funds. The Sub-Adviser is expressly authorized to rely upon any and all instructions, approvals and notices given on behalf of the Adviser by any one or more of those persons designated as representatives of the Trust whose names, titles and specimen signatures appear in Schedule C attached hereto. The Adviser shall provide a Secretary Certificate, Incumbency Certificate, or similar document indicating that the persons designated as representatives have the authority to bind the Trust. The Adviser may amend such Schedule C from time to time by written notice to the Sub-Adviser. The Sub-Adviser shall continue to rely upon these instructions until notified by the Adviser to the contrary. The Adviser agrees that the Sub-Adviser shall not be liable for any failure to recommend the purchase or sale of any security on behalf of any Fund on the basis of any information which might, in the Sub-Adviser’s reasonable opinion, constitute a violation of any federal or state laws, rules or regulations. The Sub-Adviser further agrees that it: a) will use the same skill and care in providing such services as it uses in providing services to fiduciary accounts its other client mandates for which it has investment responsibilities; b) will conform comply with all applicable Rules and Regulations of the SEC in all material respects and in addition will conduct its activities under this Agreement in accordance with any applicable regulations of any governmental authority pertaining to its investment advisory activities, including but not limited to compliance with Rule 206(4)-7 under the Investment Advisers Act of 1940, as amended (the “Advisers Act”); c) will place orders pursuant to its investment determinations for the Series either directly with the issuer or with any broker or dealer, including an affiliated broker-dealer which is a member of a national securities exchange as permitted in accordance with guidelines established by the Board of Managers. In placing orders with brokers and dealers, the Sub-Adviser will attempt to obtain the best combination of prompt execution of orders in an effective manner and at the most favorable price. Consistent with this obligation, when the execution and price offered by two or more brokers or dealers are comparable Sub-Adviser may, in its discretion, purchase and sell portfolio securities to and from brokers and dealers who provide the Sub-Adviser with research advice and other services. In no instance will portfolio securities be purchased from or sold to the Adviser, Sub-Adviser or any affiliated person of either the Fund, Adviser, or Sub-Adviser, except as may be permitted under the 1940 Act; d) will report regularly to Adviser and to the Board of Managers Trustees as reasonably agreed between the Adviser and Sub-Adviser, or as reasonably requested by the Board of Trustees, and will make appropriate persons available for the purpose of reviewing with representatives of Adviser and the Board of Managers Trustees on a regular basis at reasonable times agreed to by the management Adviser and Sub-Adviser, or at such times as reasonably requested by the Board of the SeriesTrustees, including, without limitation, review of the general investment strategies of the SeriesFunds, the performance of the Series Funds in relation to standard industry indices, interest rate considerations and general conditions affecting the marketplace specified benchmarks and will provide various other reports from time to time as reasonably requested by Adviser or the Board of Trustees; d) will provide to the Adviser (i) a monthly compliance checklist developed for each Fund by Adviser and Sub-Adviser, (ii) quarterly reports developed for each Fund by Adviser and Sub-Adviser, and (iii) other compliance and reporting information as requested by the Adviser or the Board of Trustees from time-to-time; e) as a service provider to the Funds, will cooperate fully with the Chief Compliance Officer of the Trust in the execution of his/her responsibilities to monitor service providers to the Funds under Rule 38a-1 under the 1940 Act; f) will prepare and maintain such books and records with respect to the Series' each Fund’s securities transactions in accordance with Section 7 herein, and will furnish Adviser and Fund's the Board of Managers Trustees such periodic and special reports as the Board of Managers or Adviser may reasonably request; fg) will prepare and cause to be filed in a timely manner Form 13F and, if required, Schedule 13G with respect to securities held for the account of the Funds subject to Sub-Adviser's supervision; h) will act upon reasonable instructions from Adviser not inconsistent with the fiduciary duties and investment objectives hereunder; gi) will treat confidentially and as proprietary information of Fund the Trust all such records and other information relative to Fund the Trust maintained by the Sub-Adviser, and will not use such records and information for any purpose other than performance of its responsibilities and duties hereunder, except after prior notification to and approval in writing by Fundthe Trust, which approval shall not be unreasonably withheld and may not be withheld where the Sub-Adviser may be exposed to civil or criminal contempt proceedings for failure to comply, when requested to divulge such information by duly constituted authorities, or when so requested by Trust, provided, however, that notwithstanding the foregoing, Sub-Adviser may disclose such information as required by applicable law, regulation or upon request by a regulator or auditor of Sub-Adviser; j) will have the sole authority and responsibility to exercise whatever powers the Adviser may possess with respect to any of its assets held in the Funds, including, but not limited to, the right to vote proxies, the power to exercise rights, options, warrants, conversion privileges, and redemption privileges, and to tender securities pursuant to a tender offer, consistent with the Sub-Adviser’s fiduciary duties hereunder; k) may not consult with any other sub-adviser of the Trust, if any, or the sub-adviser to any other investment company (or separate series of an investment company) managed by the Adviser concerning the Trust’s transactions in securities or other assets for any investment portfolio of the Trusts, including the Funds, except for the purpose of complying with the conditions of Rule 12d3-1 (a) and (b) under the 1940 Act, and except that such consultations are permitted between the current and successor sub-advisers of the Funds in order to effect an orderly transition of sub-advisory duties so long as such consultations are not concerning transactions prohibited by Section 17(a) of the 1940 Act; l) will provide reasonable assistance to the Adviser or the Trust’s custodian, as the case may be, in determining the value of any portfolio security. In addition, the Sub-Adviser shall provide the Trust’s custodian on each business day with information relating to all transactions concerning each Fund’s assets under Sub-Adviser’s supervision, and shall provide Adviser with such information upon the reasonable request of the Adviser; m) immediately notify the Adviser and the Trust to the extent required by applicable law in the event that the Sub-Adviser or any of its affiliates: (1) becomes aware that it is subject to a statutory disqualification that prevents the Sub-Adviser from serving as an investment adviser pursuant to this Agreement; or (2) becomes aware that it is the subject of an administrative proceeding or enforcement action by the SEC or other regulatory authority. The Sub-Adviser further agrees to notify the Trust and the Adviser immediately of any material fact known to the Sub-Adviser respecting or relating to the Sub-Adviser that would make any written information previously provided to the Adviser or the Trust materially inaccurate or incomplete or if any such written information becomes untrue in any material respect; and hn) will vote proxies received immediately notify the Adviser and the Trust if the Sub-Adviser suffers a material adverse change in connection its business that would materially impair its ability to perform its relevant duties for a Fund. For the purposes of this paragraph, a “material adverse change” shall include, but is not limited to, a material loss of assets or accounts under management or the departure of senior investment professionals to the extent such professionals are not replaced promptly with securities held by the Series consistent with its fiduciary duties hereunderprofessionals of comparable experience and quality.

Management. Subject always to the supervision of FundTrust's Board of Managers Trustees and the Adviser, Sub-Adviser will furnish an investment program in respect of, and make investment decisions for, all assets of the Series Fund and place all orders for the purchase and sale of securities, all on behalf of the SeriesFund. In the performance of its duties, Sub-Adviser will satisfy its fiduciary duties to the Series Fund (as set forth below), and will monitor the Series' Fund's investments, and will comply with the provisions of FundTrust's Certificate Declaration of Formation Trust and Operating AgreementBy-Laws, as amended from time to time, and the stated investment objectives, policies and restrictions of the SeriesFund. Sub-Adviser and Adviser will each make its officers and employees available to the other from time to time at reasonable times to review investment policies of the Series Fund and to consult with each other regarding the investment affairs of the SeriesFund. Sub-Adviser will report to the Board of Managers Trustees and to Adviser with respect to the implementation of such program. Sub-Adviser is responsible for compliance with the provisions of Section 817(h) of the Internal Revenue Code of 1986, as amended, applicable to the SeriesFund. The Sub-Adviser further agrees that it: a) will use the same skill and care in providing such services as it uses in providing services to fiduciary accounts for which it has investment responsibilities; b) will conform with all applicable Rules and Regulations of the SEC Securities and Exchange Commission in all material respects and in addition will conduct its activities under this Agreement in accordance with any applicable regulations of any governmental authority pertaining to its investment advisory activities; c) will place orders pursuant to its investment determinations for the Series Fund either directly with the issuer or with any broker or dealer, including an affiliated broker-dealer which is a member of a national securities exchange as permitted in accordance with guidelines established by the Board of ManagersTrustees. In placing orders with brokers and dealers, the Sub-Adviser will attempt to obtain the best combination of prompt execution of orders in an effective manner and at the most favorable price. Consistent with this obligation, when the execution and price offered by two or more brokers or dealers are comparable Sub-Adviser may, in its discretion, purchase and sell portfolio securities to and from brokers and dealers who provide the Sub-Adviser with research advice and other services. In no instance will portfolio securities be purchased from or sold to the Adviser, Sub-Adviser or any affiliated person of either the Fund, Adviser, or Sub-Adviser, except as may be permitted under the 1940 Act; d) will report regularly to Adviser and to the Board of Managers and will make appropriate persons available for the purpose of reviewing with representatives of Adviser and the Board of Managers on a regular basis at reasonable times the management of the Series, including, without limitation, review of the general investment strategies of the Series, the performance of the Series in relation to standard industry indices, interest rate considerations and general conditions affecting the marketplace and will provide various other reports from time to time as reasonably requested by Adviser; e) will prepare and maintain such books and records with respect to the Series' securities transactions and will furnish Adviser and Fund's Board of Managers such periodic and special reports as the Board of Managers or Adviser may request; f) will act upon instructions from Adviser not inconsistent with the fiduciary duties hereunder; g) will treat confidentially and as proprietary information of Fund all such records and other information relative to Fund maintained by the Sub-Adviser, and will not use such records and information for any purpose other than performance of its responsibilities and duties hereunder, except after prior notification to and approval in writing by Fund, which approval shall not be unreasonably withheld and may not be withheld where the Sub-Adviser may be exposed to civil or criminal contempt proceedings for failure to comply, when requested to divulge such information by duly constituted authorities, or when so requested by Fund; and h) will vote proxies received in connection with securities held by the Series consistent with its fiduciary duties hereunder.who

Management. Subject always to the supervision of Fundthe Trust's Board of Managers Trustees, the Investment Adviser will provide, or arrange for the provision of, a continuous investment program for each of the Funds, including investment research and management with respect to all securities and investments and cash equivalents in the Funds. The Investment Adviser will determine, or arrange for others to determine, from time to time what securities and other investments will be purchased, retained or sold by the Trust with respect to the Funds and will implement, or arrange for others to implement, such determinations through the placement, in the name of the Funds, of orders for the execution of portfolio transactions with or through such brokers or dealers as it may select. The Investment Adviser will provide, or arrange for the provision of, the services under this Agreement in accordance with each of the Fund's investment objectives, policies, and restrictions as stated in the Prospectus and resolutions of the Trust's Board of Trustees. Subject to the provisions of this Agreement, the Declaration of Trust and the Adviser1940 Act, the Investment Adviser directly and indirectly may select and enter into contracts with one or more qualified investment advisers ("Sub-Adviser will furnish an investment program in respect of, and make investment decisions for, Advisers") to provide to the Trust some or all assets of the Series services required by this Agreement. With respect to any such appointment by the Investment Adviser of any of the Sub-Advisers, the Investment Adviser will, as appropriate: (a) advise the Sub-Advisers with respect to economic conditions and place all trends; (b) assist Sub-Advisers with the placement of orders for the purchase and sale of securities, all on behalf of ; (c) assist and consult with the Series. In the performance of its duties, Sub-Adviser will satisfy its fiduciary duties Advisers in connection with the Funds' continuous investment programs; and (d) periodically review, evaluate and report to the Series (as set forth below), and will monitor the Series' investments, and will comply with the provisions of FundTrust's Certificate of Formation and Operating Agreement, as amended from time to time, and the stated investment objectives, policies and restrictions of the Series. Sub-Adviser and Adviser will each make its officers and employees available to the other from time to time at reasonable times to review investment policies of the Series and to consult with each other regarding the investment affairs of the Series. Sub-Adviser will report to Board of Managers and to Adviser Trustees with respect to the implementation performance of such program. the Sub-Adviser is responsible for compliance with Advisers. In fulfilling its responsibilities hereunder, the provisions of Section 817(h) of the Internal Revenue Code of 1986, as amended, applicable to the Series. The Sub-Investment Adviser further agrees that itit will, or, with respect to services provided to the Trust by any of the Sub-Advisers appointed by the Investment Adviser, that it will require that each of the Sub-Advisers: (a) will use the same skill and care in providing such services as it uses in providing services to fiduciary accounts for which it has investment responsibilities; (b) will conform with all applicable Rules and Regulations of the SEC in all material respects Securities and Exchange Commission and in addition will conduct its activities under this Agreement (or any applicable sub-investment advisory agreement) in accordance with any applicable regulations of any governmental authority pertaining to its the investment advisory activitiesactivities of the Investment Adviser; (c) will not make loans to any person to purchase or carry shares of beneficial interest in the Trust or make loans to the Trust; (d) place orders pursuant to its investment determinations for the Series Funds either directly with the issuer or with any broker or dealer, including an affiliated broker-dealer which is a member of a national securities exchange as permitted in accordance with guidelines established by the Board of Managers. In placing orders with brokers and dealers, the Sub-Investment Adviser will attempt to obtain obtain, or require that each of the best combination of Sub-Advisers obtain, prompt execution of orders in an effective manner and at the most favorable price. In assessing the best execution available for any transaction, the Investment Adviser or any of the Sub-Advisers shall consider all factors it deems relevant, including the breadth of the market in the security, the price of the security, the financial condition and execution capability of the broker-dealer and the reasonableness of the commission, if any (for the specific transaction and on a continuing basis). Consistent with this obligation, when the execution Investment Adviser and price offered by two or more brokers or dealers are comparable any of the Sub-Adviser Advisers may, in its discretiondiscretion and to the extent permitted by law, purchase and sell portfolio securities to and from brokers and dealers who provide brokerage and research services (within the meaning of Section 28(e) of the Securities Exchange Act of 1934) to or for the benefit of the Funds and/or other accounts over which the Investment Adviser or any of the Sub-Advisers exercises investment discretion. Subject to the review of the Trust's Board of Trustees from time to time with respect to the extent and continuation of the policy, the Investment Adviser and any of the Sub-Advisers are authorized to pay a broker or dealer who provides such brokerage and research services a commission for effecting a securities transaction for any of the Funds which is in excess of the amount of commission another broker or dealer would have charged for effecting that transaction if, but only if, the Investment Adviser or Sub-Advisers determine in good faith that such commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the overall responsibilities of the Investment Adviser or Sub-Advisers with research advice and other servicesrespect to the accounts as to which it exercises investment discretion. In placing orders with brokers and dealers, consistent with applicable laws, rules and regulations, the Investment Adviser may consider the sale of shares of the Trust. Except as otherwise permitted by applicable laws, rules and regulations, in no instance will portfolio securities be purchased from or sold to BISYS Fund Services Limited Partnership, the Investment Adviser, any Sub-Adviser Adviser, or any affiliated person of either the FundTrust, AdviserBISYS Fund Services Limited Partnership, the Investment Adviser or any Sub-Adviser, except as may be permitted under the 1940 Act; d) will report regularly to Adviser and to the Board of Managers and will make appropriate persons available for the purpose of reviewing with representatives of Adviser and the Board of Managers on a regular basis at reasonable times the management of the Series, including, without limitation, review of the general investment strategies of the Series, the performance of the Series in relation to standard industry indices, interest rate considerations and general conditions affecting the marketplace and will provide various other reports from time to time as reasonably requested by Adviser; (e) will prepare and maintain such all books and records with respect to the Series' securities transactions of the Funds and will furnish Adviser and Fundthe Trust's Board of Managers Trustees such periodic and special reports as the Board of Managers or Adviser may request; (f) will act upon instructions from Adviser not inconsistent with the fiduciary duties hereunder; g) will treat confidentially and as proprietary information of Fund the Trust all such records and other information relative to Fund maintained by the Sub-AdviserTrust and the Funds and prior, present, or potential shareholders, and will not use such records and information for any purpose other than performance of its responsibilities and duties hereunder, except after prior notification to and approval in writing by Fundthe Trust, which approval shall not be unreasonably withheld and may not be withheld where the Investment Adviser or any Sub-Adviser may be exposed to civil or criminal contempt proceedings for failure to comply, when requested to divulge such information by duly constituted authorities, or when so requested by Fundthe Trust; and h(g) will vote proxies received in connection maintain its policy and practice of conducting its fiduciary functions independently. In making investment recommendations for the Funds, the Investment Adviser's or Sub-Advisers' personnel will not inquire or take into consideration whether the issuers of securities proposed for purchase or sale for the Trust's account are customers of the Investment Adviser or any Sub-Adviser or of their respective parents, subsidiaries or affiliates. In dealing with such customers, the Investment Adviser or any Sub-Adviser and their respective parents, subsidiaries, and affiliates will not inquire or take into consideration whether securities of those customers are held by the Series consistent with its fiduciary duties hereunderTrust.

Management. Subject always to the supervision of FundTrust's Board of Managers Trustees and the Adviser, Sub-Adviser will furnish an investment program in respect of, and make investment decisions for, all assets of the Series Funds and place all orders for the purchase and sale of securities, all on behalf of the SeriesFunds. In the performance of its duties, Sub-Adviser will satisfy its fiduciary duties to the Series Funds (as set forth below), and will monitor the SeriesFunds' investments, and will comply with the provisions of Fund's Certificate of Formation and Operating Agreement, as amended from time to time, and the stated investment objectives, policies and restrictions of the SeriesFunds as described in the Prospectus and Statement of Additional Information. Sub-Adviser and Adviser will each make its officers and employees available to the other from time to time at reasonable times to review investment policies of the Series Funds and to consult with each other regarding the investment affairs of the SeriesFunds. Sub-Adviser will report to the Board of Managers Trustees and to Adviser with respect to the implementation of such program. Sub-Adviser is responsible for compliance with the provisions of Section 817(h) of the Internal Revenue Code of 1986, as amended, applicable to the SeriesFunds. Sub-Adviser is authorized on behalf of the Funds to enter into agreements and execute any documents required to make investments pursuant to the Prospectus, as such Prospectus may be amended from time to time. Sub-Adviser is authorized on behalf of the Funds to: (i) 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 Funds; (ii) 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 (iii) acknowledge the receipt of brokers’ risk disclosure statements, electronic trading disclosure statements and similar disclosures. a) The Sub-Adviser further agrees that it: ai) will use the same skill and care in providing such services as it uses in providing services to fiduciary accounts for which it has investment responsibilities; bii) will conform with all applicable Rules and Regulations of the SEC Securities and Exchange Commission in all material respects and in addition will conduct its activities under this Agreement in accordance with any applicable regulations of any governmental authority pertaining to its investment advisory activities; ciii) will comply with all controlling foreign laws, regulations, and regulatory requirements as set forth by foreign regulatory agencies, as applicable; iv) will place orders pursuant to its investment determinations for the Series Funds either directly with the issuer or with any broker or dealer, including an affiliated broker-dealer which is a member of a national securities exchange as permitted in accordance with guidelines established by the Board of ManagersTrustees. In placing orders with brokers and dealers, the Sub-Adviser will attempt to obtain the best combination of prompt execution of orders in an effective manner and at the most favorable price. Consistent with this obligation, when the execution and price offered by two or more brokers or dealers are comparable Sub-Adviser may, in its discretion, purchase and sell portfolio securities to and from brokers and dealers who provide the Sub-Adviser with research advice and other services. In no instance will portfolio securities be purchased from or sold to the Adviser, Sub-Adviser or any affiliated person of either the FundTrust, Adviser, or Sub-Adviser, except as may be permitted under the 1940 Act; dv) will report regularly to Adviser and to the Board of Managers Trustees and will make appropriate persons available for the purpose of reviewing with representatives of Adviser and the Board of Managers Trustees on a regular basis at reasonable times the management of the SeriesFunds, including, without limitation, review of the general investment strategies of the SeriesFunds, the performance of the Series Funds in relation to standard industry indices, interest rate considerations and general conditions affecting the marketplace and will provide various other reports from time to time as reasonably requested by Adviser; evi) will provide to the Adviser (i) a monthly compliance checklist developed for each Fund by Adviser and Sub-Adviser, (ii) quarterly reports developed for each Fund by Adviser and Sub-Adviser, and (iii) other compliance and reporting information as reasonably requested by the Adviser or the Board of Trustees from time-to-time; vii) as a service provider to the Funds will cooperate fully with all reasonable requests of the Chief Compliance Officer of the Trust in the execution of his/her responsibilities to monitor service providers to the Funds under Rule 38a-1 under the 1940 Act, including any applicable document requests; viii) will prepare and maintain such books and records with respect to the SeriesFunds' securities transactions and will furnish Adviser and FundTrust's Board of Managers Trustees such periodic and special reports as the Board of Managers or Adviser may request; fix) will act upon instructions from Adviser not inconsistent with the fiduciary duties hereunder; gx) will treat confidentially and as proprietary information of Fund Trust all such records and other information relative to Fund Trust maintained by the Sub-Adviser, and will not use such records and information for any purpose other than performance of its responsibilities and duties hereunder, except after prior notification to and approval in writing by FundTrust, which approval shall not be unreasonably withheld and may not be withheld where the Sub-Adviser may be exposed to civil or criminal contempt proceedings for failure to comply, when requested to divulge such information by duly constituted authorities, or when so requested by Fund; andTrust. All information and advice furnished by one party to the other party (including their respective agents, employees, and representatives and the agents, employees, and representatives of any affiliates) hereunder shall be treated as confidential and shall not be disclosed to third parties, except as may be necessary to comply with applicable laws, rules and regulations, subpoenas, court orders, and as required in the administration and management of the Funds. Sub-Adviser may disclose information relating to Trust, Adviser and/or the Funds to its affiliates, to any of its delegates and other agents under this Agreement, to any market counterparty or any broker (in accordance with market practices) in relation to transactions undertaken for the Funds, and to the custodian, in order to assist or enable the proper performance of its services under this Agreement. Subject to the Prospectus, Sub-Adviser and any trading counterparties are authorized to disclose transaction and other information to data repositories and regulators for the purposes of meeting applicable transaction and other regulatory reporting requirements; hxi) will vote proxies received in connection with securities held by the Series Funds consistent with its fiduciary duties hereunder. The investment authority granted to Sub-Adviser shall include the sole authority to exercise whatever powers Adviser may possess with respect to any of its assets held in the Funds, including, but not limited to, the power to exercise rights, options, warrants, conversion privileges, and redemption privileges, and to tender securities pursuant to a tender offer. Sub-Adviser will not file class action claim forms or otherwise exercise any rights the Funds may have with respect to participating in, commencing or defending suits or legal proceedings involving securities or issuers of securities held in, or formerly held in, the Funds, unless Adviser and Sub-Adviser mutually agree that Sub-Adviser may take such action; xii) Sub-Adviser is authorized to effect cross transactions between the Funds and other accounts managed by Sub-Adviser and its affiliates in compliance with applicable law; and xiii) Notwithstanding any other provision to the contrary, the Sub-Adviser shall have no obligation to perform the following services: (a) shareholder services or support functions, such as responding to shareholders' questions about the Funds or its investments or strategies; (b) providing legal advice to the Funds; or (c) providing employees of the Sub-Adviser to serve as officers of the Funds. b) The Adviser and the Sub-Adviser each further agree that: i) to the extent that the Commodity Exchange Act, as amended (“CEA”), and the then-current Commodity Futures Trading Commission (“CFTC”) regulations require (i) registration by either party as a Commodity Pool Operator or Commodity Trading Advisor, (ii) specific disclosure, or as applicable to it (iii) filing of reports and other documents, each shall comply with such requirements; ii) Sub-Adviser shall comply with all requirements of the applicable CEA and then-current CFTC regulations that apply to Sub-Adviser with regard to the Funds; iii) Upon reasonable request from Adviser, Sub-Adviser shall cooperate by assisting Adviser in fulfilling disclosure or reporting requirements applicable to the Funds under the CEA and/or then-current CFTC regulations pertaining to services provided and records produced by Sub-Adviser for the Funds; iv) Sub-Adviser further shall have authority to instruct the custodian to: (i) pay cash for securities and other property delivered for the Funds, (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 Funds, 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 Funds with respect to any investments made pursuant to the Prospectus. Sub-Adviser shall not have the authority to cause Adviser to deliver securities and other property, or pay cash to Sub-Adviser other than payment of the management fee provided for in this Agreement; and v) Sub-Adviser 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, Sub-Adviser will have the ability to delegate back office services to State Street Investment Manager Solutions, LLC and its affiliates. In all cases, Sub-Adviser shall remain liable as if such services were provided directly. No additional fees shall be imposed for such services except as otherwise agreed.

Management. Subject always to the supervision of Fund's the Board of Managers Directors of the Company, the Investment Adviser will provide continuous investment advisory assistance and portfolio management advice for the Funds in accordance with the Funds’ respective investment objective and policies as stated in the Prospectus. Investment Adviser, ’s responsibilities include: (i) Advising the Sub-Adviser will furnish an investment program in respect of, and make investment decisions for, all assets of the Series and place all orders for the purchase and sale of securities, all on behalf of the Series. In the performance of its duties, Sub-Adviser will satisfy its fiduciary duties to the Series (as set forth below), and will monitor the Series' investments, and will comply with the provisions of Fund's Certificate of Formation and Operating Agreement, as amended from time to time, and the stated investment objectives, policies and restrictions of the Series. Sub-Adviser and Adviser will each make its officers and employees available to the other from time to time at reasonable times to review investment policies of the Series and to consult with each other regarding the investment affairs of the Series. Sub-Adviser will report to Board of Managers and to Adviser with respect to U.S. economic factors and trends; (ii) Assisting and consulting with the implementation of such program. Sub-Adviser is responsible for compliance in connection with the provisions Funds’ continuous investment program; (iii) Approving lists of Section 817(h) foreign countries recommended by the Sub-Adviser for investments of the Internal Revenue Code Funds; (iv) Placing orders with respect to purchases and sales of 1986the securities of U.S. issuers as described in the Prospectus; (v) Managing, as amendedin cooperation with the Sub-Adviser, applicable the Funds’ short-term cash balance positions denominated in U.S. dollars to preserve required liquidity of the Funds’ assets including placing of orders for U.S. money market instruments; (vi) Monitoring the Sub-Adviser’s investment procedures; and (vii) Periodically reviewing, evaluating and reporting to the SeriesCompany’s Board of Directors with respect to the performance of the Sub-Adviser under the Sub-Advisory Agreement. The Sub-Investment Adviser further agrees that it: (a) will use the same skill and care in providing such services as it uses in providing services to fiduciary accounts for which it has investment responsibilities; b) will conform with all applicable Rules and Regulations of the SEC in all material respects Securities and Exchange Commission (herein called the “Rules”), and will in addition will conduct its activities under this Agreement in accordance with any applicable regulations of any governmental authority pertaining law, including but not limited to its investment advisory activitiesapplicable banking law; (b) will not make loans for the purpose of purchasing or carrying Fund shares, or make loans to the Company; (c) will place orders orders, if any, pursuant to its investment determinations for the Series Funds either directly with the issuer or with any broker or dealer, including an affiliated broker-dealer which is a member of a national securities exchange as permitted in accordance with guidelines established selected by the Board of Managersit. In placing orders with brokers and dealers, the Sub-Investment Adviser will attempt use its reasonable best efforts to obtain the best combination of prompt execution of orders in an effective manner net price and at the most favorable priceexecution of its orders, after taking into account all factors it deems relevant, including the breadth of the market in the security, the price of the security, the financial condition and execution capability of the broker or dealer, and the reasonableness of the commission, if any, both for the specific transaction and on a continuing basis. Consistent with this obligation, when the execution and price offered by two or more brokers or dealers are comparable Sub-Investment Adviser may, in its discretionto the extent permitted by law, purchase and sell portfolio securities to and from brokers and dealers who provide brokerage and research services (within the Sub-meaning of Section 28(e) of the Securities Exchange Act of 1934) to or for the benefit of any Fund and/or other accounts over which the Investment Adviser or any of its affiliates exercises investment discretion. Subject to the review of the Company’s Board of Directors from time to time with respect to the extent and continuation of the policy, the Investment Adviser is authorized to pay to a broker or dealer who provides such brokerage and research services a commission for effecting a securities transaction for any Fund which is in excess of the amount of commission another broker or dealer would have charged for effecting that transaction if the Investment Adviser determines in good faith that such commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the overall responsibilities of the Investment Adviser with research advice and other servicesrespect to the accounts as to which it exercises investment discretion. In no instance will portfolio securities be purchased from or sold to the Funds’ principal underwriter, the Investment Adviser, Sub-Adviser Adviser, or any affiliated person of either the Fund, Adviser, or Sub-Adviser, thereof except as may be permitted under by the 1940 ActSecurities and Exchange Commission; (d) will report regularly to Adviser and to the Board of Managers and will make appropriate persons available for the purpose of reviewing with representatives of Adviser and the Board of Managers on a regular basis at reasonable times the management of the Series, including, without limitation, review of the general investment strategies of the Series, the performance of the Series in relation to standard industry indices, interest rate considerations and general conditions affecting the marketplace and will provide various other reports from time to time as reasonably requested by Adviser; e) will prepare and maintain such books and records with respect to the Series' Funds’ securities transactions and will furnish Adviser and Fund's render to the Company’s Board of Managers Directors such periodic and special reports as the Board of Managers or Adviser may request; f(e) will act upon instructions from maintain a policy and practice of conducting its Asset Management Group independently of its Banking Group. When the Investment Adviser makes investment recommendations for the Funds, its Asset Management Group personnel will not inconsistent inquire or take into consideration whether the issuer of securities proposed for purchase or sale for the Funds’ account are customers of the Banking Group. In dealing with commercial customers, the fiduciary duties hereunderBanking Group will not inquire or take into consideration whether securities of those customers are held by the Funds; g(f) will treat confidentially and as proprietary information of Fund the Company all such records and other information relative to Fund maintained by the Sub-AdviserFunds and prior, present or potential shareholders, and will not use such records and information for any purpose other than performance of its responsibilities and duties hereunder, except after prior notification to and approval in writing by Fundthe Company, which approval shall not be unreasonably withheld and may not be withheld where the Sub-Investment Adviser may be exposed to civil or criminal contempt proceedings for failure to comply, when requested to divulge such information by duly constituted authorities, or when so requested by Fund; and h) will vote proxies received in connection the Company. Nothing contained herein, however, shall prohibit the Investment Adviser from advertising or soliciting the public generally with securities held by respect to other products or services, regardless of whether such advertisement or solicitation may include prior, present or potential shareholders of the Series consistent with its fiduciary duties hereunderCompany.

Management. Subject always to the supervision of Fund's the Adviser and the Board of Managers and the AdviserTrustees, Sub-Adviser will furnish an investment program in respect of, and make shall have full investment decisions authority and discretion for, all assets of the Series Funds and place all orders for the purchase and sale of securities, including foreign or domestic securities, and other property (including financial futures, options of any type, commodities and other derivative instruments), all on behalf of the SeriesFunds as the Sub-Adviser shall determine in accordance with each Fund’s investment restrictions, policies and Prospectus. Sub-Adviser is authorized on behalf of the Funds to: (a) 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 (b) acknowledge the receipt of brokers’ risk disclosure statements, electronic trading disclosure statements and similar disclosures. The Sub-Adviser further shall have the authority to instruct the custodian to: (a) 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 Funds; and (b) 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 Funds with respect to any investments made pursuant to the Prospectus. In the performance of its duties, Sub-Adviser will satisfy its fiduciary duties to the Series Funds (as set forth below), and will monitor the Series' Funds’ investments, and will comply with the provisions of Fund's Certificate the Trust’s Declaration of Formation Trust and Operating AgreementBy-Laws, as amended from time to time, and the stated investment objectives, policies and restrictions of the SeriesFunds, which may be amended from time to time, and applicable tax and regulatory requirements. Sub-Adviser and Adviser will each make its officers and employees available to the other from time to time at reasonable times to review investment policies of the Series Funds and to consult with each other regarding the investment affairs of the SeriesFunds. Sub-Adviser will report to the Board of Managers Trustees and to Adviser with respect to the implementation of such program, as reasonably requested by the Board of Trustees or the Adviser. Sub-Adviser Adviser, solely with respect to the assets of the Funds that are under its management pursuant to this Agreement, is responsible for compliance to ensure that the Funds will comply with the provisions of Section 851 and Section 817(h) of the Internal Revenue Code of 1986, as amendedamended (“IRC”), applicable and the regulations thereunder, including, but not limited to, Treas. Reg. Section 1.817-5. Adviser will not act in a manner that would result in Sub-Adviser failing to maintain the required diversification and if the failure to diversify is inadvertent, Adviser shall in good faith and in conjunction with Sub-Adviser follow the procedures specified in Treas. Reg. Section 1.817-5(a)(2) and Revenue Procedure 2008-41 (or its successor) to request relief from the Commissioner of Internal Revenue Service. In such an event Adviser and Sub-Adviser shall work together in the preparation of any request for relief or closing agreement and, to the Seriesextent that Adviser is seeking indemnification under Section 11 hereof, no filings or agreements shall be made with the Commissioner of Internal Revenue Service without the prior written approval of Sub-Adviser. Notwithstanding the cooperation of Adviser, Sub- adviser shall be responsible for the correction of any failure attributable to its actions whether in good faith, negligent, or reckless disregard, including any penalties, taxes, and interest and for any other obligations to contract-owners and insurance company investors in the Funds. The Sub-Adviser is expressly authorized to rely upon any and all instructions, approvals and notices given on behalf of the Adviser by any one or more of those persons designated as representatives of the Trust whose names, titles and specimen signatures appear in Schedule C attached hereto. The Adviser shall provide a Secretary Certificate, Incumbency Certificate, or similar document indicating that the persons designated as representatives have the authority to bind the Trust. The Adviser may amend such Schedule C from time to time by written notice to the Sub-Adviser. The Sub-Adviser shall continue to rely upon these instructions until notified by the Adviser to the contrary. The Adviser agrees that the Sub-Adviser shall not be liable for any failure to recommend the purchase or sale of any security on behalf of any Fund on the basis of any information which might, in the Sub-Adviser’s reasonable opinion, constitute a violation of any federal or state laws, rules or regulations. The Sub-Adviser further agrees that it: a) will use the same skill and care in providing such services as it uses in providing services to fiduciary accounts its other client mandates for which it has investment responsibilities; b) will conform comply with all applicable Rules and Regulations of the SEC in all material respects and in addition will conduct its activities under this Agreement in accordance with any applicable regulations of any governmental authority pertaining to its investment advisory activities, including but not limited to compliance with Rule 206(4)-7 under the Investment Advisers Act of 1940, as amended (the “Advisers Act”); c) will place orders pursuant to its investment determinations for the Series either directly with the issuer or with any broker or dealer, including an affiliated broker-dealer which is a member of a national securities exchange as permitted in accordance with guidelines established by the Board of Managers. In placing orders with brokers and dealers, the Sub-Adviser will attempt to obtain the best combination of prompt execution of orders in an effective manner and at the most favorable price. Consistent with this obligation, when the execution and price offered by two or more brokers or dealers are comparable Sub-Adviser may, in its discretion, purchase and sell portfolio securities to and from brokers and dealers who provide the Sub-Adviser with research advice and other services. In no instance will portfolio securities be purchased from or sold to the Adviser, Sub-Adviser or any affiliated person of either the Fund, Adviser, or Sub-Adviser, except as may be permitted under the 1940 Act; d) will report regularly to Adviser and to the Board of Managers Trustees as reasonably agreed between the Adviser and Sub-Adviser, or as reasonably requested by the Board of Trustees, and will make appropriate persons available for the purpose of reviewing with representatives of Adviser and the Board of Managers Trustees on a regular basis at reasonable times agreed to by the management Adviser and Sub-Adviser, or at such times as reasonably requested by the Board of the SeriesTrustees, including, without limitation, review of the general investment strategies of the SeriesFunds, the performance of the Series Funds in relation to standard industry indices, interest rate considerations and general conditions affecting the marketplace specified benchmarks and will provide various other reports from time to time as reasonably requested by Adviser or the Board of Trustees; d) will provide to the Adviser (i) a monthly compliance checklist developed for each Fund by Adviser and Sub-Adviser, (ii) quarterly reports developed for each Fund by Adviser and Sub-Adviser, and (iii) other compliance and reporting information as requested by the Adviser or the Board of Trustees from time-to-time; e) as a service provider to the Funds, will cooperate fully with the Chief Compliance Officer of the Trust in the execution of his/her responsibilities to monitor service providers to the Funds under Rule 38a-1 under the 1940 Act; f) will prepare and maintain such books and records with respect to the Series' each Fund’s securities transactions in accordance with Section 7 herein, and will furnish Adviser and Fund's the Board of Managers Trustees such periodic and special reports as the Board of Managers or Adviser may reasonably request; fg) will prepare and cause to be filed in a timely manner Form 13F and, if required, Schedule 13G with respect to securities held for the account of the Funds subject to Sub-Adviser’s supervision; h) will act upon reasonable instructions from Adviser not inconsistent with the fiduciary duties and investment objectives hereunder; gi) will treat confidentially and as proprietary information of Fund the Trust all such records and other information relative to Fund the Trust maintained by the Sub-Adviser, and will not use such records and information for any purpose other than performance of its responsibilities and duties hereunder, except after prior notification to and approval in writing by Fundthe Trust, which approval shall not be unreasonably withheld and may not be withheld where the Sub-Adviser may be exposed to civil or criminal contempt proceedings for failure to comply, when requested to divulge such information by duly constituted authorities, or when so requested by Trust, provided, however, that notwithstanding the foregoing, Sub-Adviser may disclose such information as required by applicable law, regulation or upon request by a regulator or auditor of Sub-Adviser; j) will have the sole authority and responsibility to exercise whatever powers the Adviser may possess with respect to any of its assets held in the Funds, including, but not limited to, the right to vote proxies, the power to exercise rights, options, warrants, conversion privileges, and redemption privileges, and to tender securities pursuant to a tender offer, consistent with the Sub-Adviser’s fiduciary duties hereunder; k) may not consult with any other sub-adviser of the Trust, if any, or the sub-adviser to any other investment company (or separate series of an investment company) managed by the Adviser concerning the Trust’s transactions in securities or other assets for any investment portfolio of the Trusts, including the Funds, except for the purpose of complying with the conditions of Rule 12d3-1 (a) and (b) under the 1940 Act, and except that such consultations are permitted between the current and successor sub-advisers of the Funds in order to effect an orderly transition of sub-advisory duties so long as such consultations are not concerning transactions prohibited by Section 17(a) of the 1940 Act; l) will provide reasonable assistance to the Adviser or the Trust’s custodian, as the case may be, in determining the value of any portfolio security. In addition, the Sub-Adviser shall provide the Trust’s custodian on each business day with information relating to all transactions concerning each Fund’s assets under Sub-Adviser’s supervision, and shall provide Adviser with such information upon the reasonable request of the Adviser; m) immediately notify the Adviser and the Trust to the extent required by applicable law in the event that the Sub-Adviser or any of its affiliates: (1) becomes aware that it is subject to a statutory disqualification that prevents the Sub-Adviser from serving as an investment adviser pursuant to this Agreement; or (2) becomes aware that it is the subject of an administrative proceeding or enforcement action by the SEC or other regulatory authority. The Sub-Adviser further agrees to notify the Trust and the Adviser immediately of any material fact known to the Sub-Adviser respecting or relating to the Sub-Adviser that would make any written information previously provided to the Adviser or the Trust materially inaccurate or incomplete or if any such written information becomes untrue in any material respect; and n) immediately notify the Adviser and the Trust if the Sub-Adviser suffers a material adverse change in its business that would materially impair its ability to perform its relevant duties for a Fund. For the purposes of this paragraph, a “material adverse change” shall include, but is not limited to, a material loss of assets or accounts under management or the departure of senior investment professionals to the extent such professionals are not replaced promptly with professionals of comparable experience and quality. The Adviser and the Sub-Adviser each further agree that: a) to the extent that the Commodity Exchange Act, as amended (“CEA”), and the then-current Commodity Futures Trading Commission (“CFTC”) regulations require (i) registration by either party as a Commodity Pool Operator or Commodity Trading Advisor, (ii) specific disclosure, or as applicable to it (iii) filing of reports and other documents, each shall fully comply with such requirements; b) each party shall comply with all requirements of the applicable CEA and then-current CFTC regulations that apply to each party with regard to the Fund; and hc) will vote proxies received Sub-Adviser shall cooperate by assisting the Adviser in connection with securities held by fulfilling any disclosure or reporting requirements applicable to the Series consistent with its fiduciary duties hereunderFund under the CEA and/or then-current CFTC regulations.

Management. Subject always to the supervision of Fund's the Trust’s Board of Managers and Trustees, the Adviser, Sub-Adviser Subadviser will furnish an provide a continuous investment program in respect of, and make investment decisions for, all assets of the Series and place all orders for the purchase Fund, including investment research and sale of management with respect to all securities, all on behalf of the Series. In the performance of its duties, Sub-Adviser will satisfy its fiduciary duties to the Series (as set forth below), and will monitor the Series' investments, cash and cash equivalents in the Fund. The Subadviser will comply with the provisions of Fund's Certificate of Formation and Operating Agreement, as amended determine from time to timetime what securities and other investments will be purchased, and retained or sold by the stated Fund. The Subadviser will provide the services under this Agreement in accordance with the Fund’s investment objectives, policies and restrictions of as stated in its Prospectus and SAI and such compliance policies and procedures as the Series. Sub-Adviser and Adviser will each make its officers and employees available or Trust may provide to the other Subadviser in writing from time to time at reasonable times to review investment policies of the Series and to consult with each other regarding the investment affairs of the Series. Sub-Adviser will report to Board of Managers and to Adviser with respect to the implementation of such program. Sub-Adviser is responsible for compliance with the provisions of Section 817(h) of the Internal Revenue Code of 1986, as amended, applicable to the Seriestime. The Sub-Adviser Subadviser further agrees that it: a) will use the same skill and care in providing such services as it uses in providing services a. Will conform its activities to fiduciary accounts for which it has investment responsibilities; b) will conform with all applicable Rules and Regulations of the SEC and will, in all material respects and in addition will addition, conduct its activities under this Agreement in accordance with any applicable regulations of any governmental authority pertaining to other Federal and State agencies which may now or in the future have jurisdiction over its investment advisory activitiesactivities under this Agreement; c) will b. Will place orders pursuant to its investment determinations for the Series Fund either directly with the issuer or with any broker or dealer, including an affiliated broker-dealer which is a member of a national securities exchange as permitted in accordance with guidelines established by the Board of Managers. In placing orders with brokers and or dealers, the Sub-Adviser will attempt to obtain the best combination of prompt execution of orders in an effective manner net price and at the most favorable priceexecution of its orders. Consistent with this obligation, when the execution and price offered by Subadviser believes two or more brokers or dealers are comparable Sub-Adviser mayin price and execution, in its discretion, purchase and sell portfolio securities to and from the Subadviser may prefer: (i) brokers and dealers who provide the Sub-Adviser Fund with research advice and other services. In , or who recommend or sell Fund shares, and (ii) brokers who are affiliated with the Trust or its Adviser(s), provided, however, that in no instance will portfolio securities be purchased from or sold to the Adviser, Sub-Adviser or any affiliated person of either the Fund, Adviser, Adviser in principal transactions. The Subadviser agrees that it shall not direct portfolio transactions for the Fund through any broker or Sub-Adviserdealer that is an “affiliated person” (as that term is defined in the 0000 Xxx) of the Subadviser, except as may be permitted under the 1940 Act; d) will report regularly to Adviser and to the Board of Managers and will make appropriate persons available for the purpose of reviewing with representatives of Adviser and the Board of Managers on a regular basis at reasonable times the management of the Series, including, without limitation, review of the general investment strategies of the Series, the performance of the Series in relation to standard industry indices, interest rate considerations and general conditions affecting the marketplace and will provide various other reports from time to time as reasonably requested by Adviser; e) will prepare and maintain such books and records c. Will vote proxies with respect to the Series' Fund’s securities transactions and exercise rights in corporate actions or otherwise in accordance with the Subadviser’s proxy voting guidelines and shall report all votes cast in the in time, manner, and format requested to facilitate the filing of the N-PX; d. Will promptly notify the Adviser of the occurrence of any event that would disqualify the Subadviser from serving as investment manager of an investment company pursuant to Section 9(a) of the 1940 Act or otherwise; e. Will promptly notify the Adviser in the event that: (i) the Subadviser becomes the subject of an administrative proceeding or enforcement action by the SEC or other regulatory body with applicable jurisdiction or (ii) to the best of the Subadviser’s knowledge, any affiliate of the Subadviser becomes the subject of an administrative proceeding or enforcement action by the SEC or other regulatory body with applicable jurisdiction that the Subadviser reasonably expects could have a material adverse effect upon the ability of the Subadviser to perform its duties under this Agreement. f. Will provide, at its own cost, personnel, office space, facilities and equipment necessary for the conduct of its advisory activities on behalf of the Fund and will furnish Adviser assume other costs and Fund's Board of Managers such periodic and special reports as expenses incurred by it in connection with its investment advisory services pertaining to the Board of Managers or Adviser may request; f) will act upon instructions from Adviser not inconsistent with the fiduciary duties hereunder; g) will treat confidentially and as proprietary information of Fund all such records and other information relative to Fund maintained by the Sub-Adviser, and will not use such records and information for any purpose other than performance of its responsibilities and duties hereunder, except after prior notification to and approval in writing by Fund, which approval shall not be unreasonably withheld and may not be withheld where the Sub-Adviser may be exposed to civil or criminal contempt proceedings for failure to comply, when requested to divulge such information by duly constituted authorities, or when so requested by Fund; and h) will vote proxies received in connection with securities held by g. Will render oral and written regular reports to the Series consistent with its fiduciary duties hereunderTrust and the Adviser concerning Subadviser’s discharge of the foregoing responsibilities.

Management. Subject always to the supervision of Fund's the Trust’s Board of Managers Trustees and the Adviser, the Sub-Adviser will furnish an investment program in respect of, and make investment decisions for, all assets of the Series Fund and place all orders for the purchase and sale of securities, all on behalf of the SeriesFund. In the performance of its duties, the Sub-Adviser will satisfy its fiduciary duties to the Series (as set forth below)Fund, and will monitor the Series' Fund’s investments, and will comply with the provisions of Fund's Certificate the Trust’s Declaration of Formation Trust and Operating AgreementBy-Laws, as amended from time to time, and the stated investment objectives, policies and restrictions of the SeriesFund as contained in the Prospectus. The Sub-Adviser and the Adviser will each make its their officers and employees available to the other from time to time at reasonable times to review investment policies of the Series Fund and to consult with each other regarding the investment affairs of the SeriesFund. The Sub-Adviser will report to the Trust’s Board of Managers Trustees and to the Adviser with respect to the implementation of such program. Sub-Adviser is responsible for compliance with the provisions of Section 817(h) of the Internal Revenue Code of 1986, as amended, applicable to the Series. The Sub-Adviser further agrees that it: (a) will use the same skill and care in providing such services as it uses in providing services to fiduciary accounts for which it has investment responsibilities; (b) will conform with all applicable Rules U.S. rules and Regulations of the SEC in all material respects and in addition will conduct its activities under this Agreement in accordance with any applicable regulations of any governmental authority pertaining to its investment advisory activities; (c) will place orders pursuant to its investment determinations for the Series Funds either directly with the issuer or issuer, with any broker regulated broker, dealer or dealerother counterparty, including an affiliated brokeror through any regulated trading venue. The Sub-dealer which Adviser will place orders for the purchase or sale of securities at such prices and commission rates as are consistent with its obligation to seek best execution of such transactions as such term is a member reasonably understood under the Investment Advisers Act of a national 1940 (“Advisers Act”). Where the Sub-Adviser places orders for the purchase or sale of securities exchange as permitted for the Funds, in accordance with guidelines established by the Board of Managers. In placing orders with selecting brokers and dealersor dealers to execute such orders, the Sub-Adviser is expressly authorized to consider the fact that a broker or dealer has been or will attempt to obtain be furnishing research or other information or services which assist the best combination of prompt execution of orders in an effective manner and at the most favorable price. Consistent with this obligation, when the execution and price offered by two or more brokers or dealers are comparable Sub-Adviser mayAdviser’s performance of its investment decision-making responsibilities generally, provided that the commission cost is reasonable in its discretion, purchase relation to the brokerage and sell portfolio securities to and from brokers and dealers who provide research services provided. Compensation received by the Sub-Adviser pursuant to this Agreement shall not be reduced by any benefits received by the Sub-Adviser pursuant to this section. The Sub-Adviser may direct brokerage to whomever it deems appropriate consistent with research advice and other servicesthe foregoing. In no instance will portfolio securities be purchased from or sold to the AdviserAdviser or any of its affiliated brokers or dealers, the Sub-Adviser or any affiliated person of either the FundTrust, Adviser, the Adviser or the Sub-Adviser, except as may be permitted under the 1940 Act; (d) will report regularly to the Adviser and to the Trust’s Board of Managers Trustees and will make appropriate persons available for the purpose of reviewing with representatives of the Adviser and the Trust’s Board of Managers Trustees on a regular basis at reasonable times the management of the SeriesFund, including, without limitation, review of the general investment strategies strategy of the SeriesFund, the performance of the Series Fund in relation to standard industry indices, interest rate considerations and general conditions affecting the marketplace and will provide various other reports from time to time as reasonably requested by Adviserthe Adviser or the Trust’s Board of Trustees (including, without limitation, with respect to benefits obtained from brokerage); (e) will prepare and maintain such books and records with respect to the Series' Trust’s securities transactions and will furnish the Adviser and Fund's the Trust’s Board of Managers Trustees such periodic and and/or special reports as the Adviser or the Trust’s Board of Managers or Adviser Trustees may request; (f) will act upon instructions from the Adviser that are not inconsistent with the its fiduciary duties hereunder; (g) will treat confidentially and as proprietary information of Fund the Trust all such records and other information relative to Fund the Trust maintained by the Sub-Adviser, and will not use such records and information for any purpose other than performance of its responsibilities and duties hereunder, except after prior notification to and approval in writing by Fundthe Trust, which approval shall not be unreasonably withheld and may not be withheld where the Sub-Adviser may be exposed to civil or criminal contempt proceedings for failure to comply, when requested to divulge such information by duly constituted authorities, or when so requested by Fundthe Trust; (h) will receive the research and recommendations of the Adviser with respect to the investment and reinvestment of the assets of the Funds; and h(i) will vote proxies received by the Sub-Adviser in connection with securities held by the Series Funds consistent with its fiduciary duties hereunder. The Trust and the Adviser agree that the Sub-Adviser shall not advise or act for the Trust or the Adviser in any legal proceedings, including bankruptcies or class actions, involving securities held or previously held by the Fund or the issuers of such securities.

Management. Subject always to the supervision of the Board of Directors ---------- of the Company, the Investment Adviser will provide continuous investment advisory assistance and portfolio management advice for the Fund in accordance with the Fund's Board of Managers investment objective and policies as stated in the Prospectus. Investment Adviser, 's responsibilities include: (i) Advising the Sub-Adviser will furnish an investment program in respect of, and make investment decisions for, all assets of the Series and place all orders for the purchase and sale of securities, all on behalf of the Series. In the performance of its duties, Sub-Adviser will satisfy its fiduciary duties to the Series (as set forth below), and will monitor the Series' investments, and will comply with the provisions of Fund's Certificate of Formation and Operating Agreement, as amended from time to time, and the stated investment objectives, policies and restrictions of the Series. Sub-Adviser and Adviser will each make its officers and employees available to the other from time to time at reasonable times to review investment policies of the Series and to consult with each other regarding the investment affairs of the Series. Sub-Adviser will report to Board of Managers and to Adviser with respect to U.S. economic factors and trends; (ii) Assisting and consulting with the implementation Sub Adviser in connection with the Fund's continuous investment program; (iii) Approving lists of such program. foreign countries recommended by the Sub-Adviser is responsible for compliance investments of the Fund; (iv) Placing orders with respect to purchases and sales of the securities of U.S. issuers as described in the Prospectus; (v) Managing, in cooperation with the provisions Sub Adviser, the Fund's short-term cash balance positions denominated in U.S. dollars to preserve required liquidity of Section 817(hthe-Fund's assets including placing of orders for U.S. money market instruments; (vi) Monitoring the Sub-Adviser's investment procedures; and (vii) Periodically reviewing, evaluating and reporting to the Company's Board of Directors with respect to the performance of the Internal Revenue Code of 1986, as amended, applicable to Sub-Adviser under the SeriesSub-Advisory Agreement. The Sub-Investment Adviser further agrees that it: (a) will use the same skill and care in providing such services as it uses in providing services to fiduciary accounts for which it has investment responsibilities; b) will conform with all applicable Rules and Regulations of the SEC in all material respects Securities and Exchange Commission (herein called the "Rules"), and will in addition will conduct its activities under this Agreement in accordance with any applicable regulations of any governmental authority pertaining law, including but not limited to its investment advisory activitiesapplicable banking law; (b) will not make loans for the purpose of purchasing or carrying Fund shares, or make loans to the Company; (c) will place orders orders, if any, pursuant to its investment determinations for the Series Fund either directly with the issuer or with any broker or dealer, including an affiliated broker-dealer which is a member of a national securities exchange as permitted in accordance with guidelines established selected by the Board of Managersit. In placing orders with brokers and dealers, the Sub-Investment Adviser will attempt use its reasonable best efforts to obtain the best combination of prompt execution of orders in an effective manner net price and at the most favorable priceexecution of its orders, after taking into account all factors it deems relevant, including the breadth of the market in the security, the price of the security, the financial condition and execution capability of the broker or dealer, and the reasonableness of the commission, if any, both for the specific transaction and on a continuing basis. Consistent with this obligation, when the execution and price offered by two or more brokers or dealers are comparable Sub-Investment Adviser may, in its discretionto the extent permitted by law, purchase and sell portfolio securities to and from brokers and dealers who provide brokerage and research services (within the Sub-meaning of Section 28(e) of the Securities Exchange Act of 1934) to or for the benefit of the Fund and/or other accounts over which the Investment Adviser or any of its affiliates exercises investment discretion. Subject to the review of the Company's Board of Directors from time to time with respect to the extent and continuation of the policy, the Investment Adviser is authorized to pay to a broker or dealer who provides such brokerage and research services a commission for effecting a securities transaction for the Fund which is in excess of the amount of commission another broker or dealer would have charged for effecting that transaction if the Investment Adviser determines in good faith that such commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the overall responsibilities of the Investment Adviser with research advice and other servicesrespect to the accounts as to which it exercises investment discretion. In no instance will portfolio securities be purchased from or sold to the Fund's principal underwriter, the Investment Adviser, Sub-Adviser Adviser, or any affiliated person of either the Fund, Adviser, or Sub-Adviser, thereof except as may be permitted under by the 1940 ActSecurities and Exchange Commission; (d) will report regularly to Adviser and to the Board of Managers and will make appropriate persons available for the purpose of reviewing with representatives of Adviser and the Board of Managers on a regular basis at reasonable times the management of the Series, including, without limitation, review of the general investment strategies of the Series, the performance of the Series in relation to standard industry indices, interest rate considerations and general conditions affecting the marketplace and will provide various other reports from time to time as reasonably requested by Adviser; e) will prepare and maintain such books and records with respect to the Series' Fund's securities transactions and will furnish Adviser and Fundrender to the Company's Board of Managers Directors such periodic and special reports as the Board of Managers or Adviser may request; f(e) will act upon instructions from maintain a policy and practice of conducting its Asset Management Group independently of its Banking Group. When the Investment Adviser makes investment recommendations for the Fund, its Asset Management Group personnel will not inconsistent inquire or take into consideration whether the issuer of securities proposed for purchase or sale for the Fund's account are customers of the Banking Group. In dealing with commercial customers, the fiduciary duties hereunderBanking Group will not inquire or take into consideration whether securities of those customers are held by the Fund; g(f) will treat confidentially and as proprietary information of Fund the Company all such records and other information relative to the Fund maintained by the Sub-Adviserand prior, present or potential shareholders, and will not use such records and information for any purpose other than performance of its responsibilities and duties hereunder, except after prior notification to and approval in writing by Fundthe Company, which approval shall not be unreasonably withheld and may not be withheld where the Sub-Investment Adviser may be exposed to civil or criminal contempt proceedings for failure to comply, when requested to divulge such information by duly constituted authorities, or when so requested by Fund; and h) will vote proxies received in connection the Company. Nothing contained herein, however, shall prohibit the Investment Adviser from advertising or soliciting the public generally with securities held by respect to other products or services, regardless of whether such advertisement or solicitation may include prior, present or potential shareholders of the Series consistent with its fiduciary duties hereunderCompany.

Management. Subject always to the supervision of FundTrust's Board of Managers Trustees and the Adviser, Sub-Adviser will furnish an investment program in respect of, and make investment decisions for, all assets of the Series Fund and place all orders for the purchase and sale of securities, all on behalf of the SeriesFund. In the performance of its duties, Sub-Adviser will satisfy its fiduciary duties to the Series Fund (as set forth below), and will monitor the Series' Fund's investments, and will comply with the provisions of FundTrust's Certificate Declaration of Formation Trust and Operating AgreementBy-Laws, as amended from time to time, and the stated investment objectives, policies and restrictions of the SeriesFund. Sub-Adviser and Adviser will each make its officers and employees available to the other from time to time at reasonable times to review investment policies of the Series Fund and to consult with each other regarding the investment affairs of the SeriesFund. Sub-Adviser will report to the Board of Managers Trustees and to Adviser with respect to the implementation of such program. Sub-Adviser is responsible for compliance with the provisions of Section 817(h) of the Internal Revenue Code of 1986, as amended, applicable to the SeriesFund; provided, however, that the Sub-Adviser shall not be responsible where the non-compliance of the Fund with Section 817(h) of the Internal Revenue Code of 1986, as amended, is directly caused by the failure of a registered investment company in which the Fund invests to comply with such Section. The Sub-Adviser further agrees that it: a) will use the same skill and care in providing such services as it uses in providing services to fiduciary accounts for which it has investment responsibilities; b) will conform with all applicable Rules and Regulations of the SEC Securities and Exchange Commission in all material respects and in addition will conduct its activities under this Agreement in accordance with any applicable regulations of any governmental authority pertaining to its investment advisory activities; c) will place orders pursuant be the responsibility of the Adviser to its investment determinations execute all portfolio transactions for the Series either directly with Fund and that the issuer or with any broker or dealerAdviser will direct all incoming cash, including an affiliated broker-dealer which is a member of a national securities exchange maintain the allocations as permitted in accordance with guidelines established directed by the Board of Managers. In placing orders with brokers and dealers, the Sub-Adviser will attempt to obtain the best combination of prompt execution of orders in an effective manner and at the most favorable price. Consistent with this obligation, when the execution and price offered by two or more brokers or dealers are comparable Sub-Adviser may, in its discretion, purchase and sell portfolio securities to and from brokers and dealers who provide the Sub-Adviser with research advice and other services. In no instance will portfolio securities be purchased from or sold to the Adviser, Sub-Adviser or any affiliated person of either the Fund, Adviser, or Sub-Adviser, except as may be permitted under the 1940 Actall required financial reporting; d) will report regularly to Adviser and to the Board of Managers Trustees and will make appropriate persons available for the purpose of reviewing with representatives of Adviser and the Board of Managers Trustees on a regular basis at reasonable times the management of the SeriesFund, including, without limitation, review of the general investment strategies of the SeriesFund, the performance of the Series Fund in relation to standard industry indices, interest rate considerations and general conditions affecting the marketplace and will provide various other reports from time to time as reasonably requested by Adviser; e) will prepare and maintain such books and records with respect to the Series' Fund's securities transactions and will furnish Adviser and FundTrust's Board of Managers Trustees such periodic and special reports as the Board of Managers or Adviser may reasonably request; f) will act upon instructions from Adviser not inconsistent with the fiduciary duties hereunder; g) will treat confidentially and as proprietary information of Fund Trust all such records and other information relative to Fund Trust maintained by the Sub-Adviser, and will not use such records and information for any purpose other than performance of its responsibilities and duties hereunder, except after prior notification to and approval in writing by FundTrust, which approval shall not be unreasonably withheld and may not be withheld where the Sub-Adviser may be exposed to civil or criminal contempt proceedings for failure to comply, when requested to divulge such information by duly constituted authorities, or when so requested by FundTrust; and h) will vote proxies received in connection with securities held by the Series Fund consistent with its fiduciary duties hereunder.

Management. Subject always to the supervision of Fund's the Adviser and the Board of Managers and the AdviserTrustees, Sub-Adviser will furnish an investment program in respect of, and make shall have full investment decisions authority and discretion for, all assets of the Series Funds and place all orders for the purchase and sale of securities, including foreign or domestic securities, and other property (including financial futures, options of any type, commodities and other derivative instruments), all on behalf of the SeriesFunds as the Sub-Adviser shall determine in accordance with each Fund’s investment restrictions, policies and Prospectus. Sub-Adviser is authorized on behalf of the Funds to: (a) 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 (b) acknowledge the receipt of brokers’ risk disclosure statements, electronic trading disclosure statements and similar disclosures. The Sub-Adviser further shall have the authority to instruct the custodian to: (a) 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 Funds; and (b) 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 Funds with respect to any investments made pursuant to the Prospectus. In the performance of its duties, Sub-Adviser will satisfy its fiduciary duties to the Series Funds (as set forth below), and will monitor the Series' Funds’ investments, and will comply with the provisions of Fund's Certificate the Trust’s Declaration of Formation Trust and Operating AgreementBy-Laws, as amended from time to time, and the stated investment objectives, policies and restrictions of the SeriesFunds, which may be amended from time to time, and applicable tax and regulatory requirements. Sub-Adviser and Adviser will each make its officers and employees available to the other from time to time at reasonable times upon prior written notice to review investment policies of the Series Funds and to consult with each other regarding the investment affairs of the SeriesFunds. Sub-Adviser will report to the Board of Managers Trustees and to Adviser with respect to the implementation of such program, as reasonably requested by the Board of Trustees or the Adviser. Sub-Adviser Adviser, solely with respect to the assets of the Funds that are under its management pursuant to this Agreement, is responsible for compliance to ensure that the Funds will comply with the provisions of Section 851 and Section 817(h) of the Internal Revenue Code of 1986, as amendedamended (“IRC”), applicable and the regulations thereunder, including, but not limited to, Treas. Reg. Section 1.817-5. Adviser will not act in a manner that would result in Sub-Adviser failing to maintain the required diversification and if the failure to diversify is inadvertent, Adviser shall in good faith and in conjunction with Sub-Adviser follow the procedures specified in Treas. Reg. Section 1.817-5(a)(2) and Revenue Procedure 2008-41 (or its successor) to request relief from the Commissioner of Internal Revenue Service. In such an event Adviser and Sub-Adviser shall work together in the preparation of any request for relief or closing agreement and, to the Seriesextent that Adviser is seeking indemnification under Section 11 hereof, no filings or agreements shall be made with the Commissioner of Internal Revenue Service without the prior written approval of Sub-Adviser. Notwithstanding the cooperation of Adviser, Sub- adviser shall be responsible for the correction of any failure attributable to its actions whether in good faith, negligent, or reckless disregard, including any penalties, taxes, and interest and for any other obligations to contract-owners and insurance company investors in the Funds. The Sub-Adviser is expressly authorized to rely upon any and all instructions, approvals and notices given on behalf of the Adviser by any one or more of those persons designated as representatives of the Trust whose names, titles and specimen signatures appear in Schedule C attached hereto. The Adviser shall provide a Secretary Certificate, Incumbency Certificate, or similar document indicating that the persons designated as representatives have the authority to bind the Trust. The Adviser may amend such Schedule C from time to time by written notice to the Sub-Adviser. The Sub-Adviser shall continue to rely upon these instructions until notified by the Adviser to the contrary. The Adviser agrees that the Sub-Adviser shall not be liable for any failure to recommend the purchase or sale of any security on behalf of any Fund on the basis of any information which might, in the Sub-Adviser’s reasonable opinion, constitute a violation of any federal or state laws, rules or regulations. The Sub-Adviser further agrees that it: a) will use the same skill and care in providing such services as it uses in providing services to fiduciary accounts its other client mandates for which it has investment responsibilities; b) will conform comply with all applicable Rules and Regulations of the SEC in all material respects and in addition will conduct its activities under this Agreement in accordance with any applicable regulations of any governmental authority pertaining to its investment advisory activities, including but not limited to compliance with Rule 206(4)-7 under the Investment Advisers Act of 1940, as amended (the “Advisers Act”); c) will place orders pursuant to its investment determinations for the Series either directly with the issuer or with any broker or dealer, including an affiliated broker-dealer which is a member of a national securities exchange as permitted in accordance with guidelines established by the Board of Managers. In placing orders with brokers and dealers, the Sub-Adviser will attempt to obtain the best combination of prompt execution of orders in an effective manner and at the most favorable price. Consistent with this obligation, when the execution and price offered by two or more brokers or dealers are comparable Sub-Adviser may, in its discretion, purchase and sell portfolio securities to and from brokers and dealers who provide the Sub-Adviser with research advice and other services. In no instance will portfolio securities be purchased from or sold to the Adviser, Sub-Adviser or any affiliated person of either the Fund, Adviser, or Sub-Adviser, except as may be permitted under the 1940 Act; d) will report regularly to Adviser and to the Board of Managers Trustees as reasonably agreed between the Adviser and Sub-Adviser, or as reasonably requested by the Board of Trustees, and will make appropriate persons available for the purpose of reviewing with representatives of Adviser and the Board of Managers Trustees on a regular basis at reasonable times agreed to by the management Adviser and Sub-Adviser, or at such times as reasonably requested by the Board of the SeriesTrustees, including, without limitation, review of the general investment strategies of the SeriesFunds, the performance of the Series Funds in relation to standard industry indices, interest rate considerations and general conditions affecting the marketplace specified benchmarks and will provide various other reports from time to time as reasonably requested by Adviser or the Board of Trustees; d) will provide to the Adviser (i) a monthly compliance checklist developed for each Fund by Adviser and Sub-Adviser, (ii) quarterly reports developed for each Fund by Adviser and Sub-Adviser, and (iii) other compliance and reporting information, as requested by the Adviser or the Board of Trustees from time-to-time in writing and upon reasonable notice; e) as a service provider to the Funds, will cooperate fully with the Chief Compliance Officer of the Trust in the execution of his/her responsibilities to monitor service providers to the Funds under Rule 38a-1 under the 1940 Act; f) will prepare and maintain such books and records with respect to the Series' each Fund’s securities transactions in accordance with Section 7 herein, and will furnish Adviser and Fund's the Board of Managers Trustees such periodic and special reports as the Board of Managers or Adviser may reasonably request; fg) will prepare and cause to be filed in a timely manner Form 13F and, if required, Schedule 13G with respect to securities held for the account of the Funds subject to Sub-Adviser’s supervision; h) will act upon reasonable instructions from Adviser not inconsistent with the fiduciary duties and investment objectives hereunder; gi) will treat confidentially and as proprietary information of Fund the Trust all such records and other information relative to Fund the Trust maintained by the Sub-Adviser, and will not use such records and information for any purpose other than performance of its responsibilities and duties hereunder, except after prior notification to and approval in writing by Fundthe Trust, which approval shall not be unreasonably withheld and may not be withheld where the Sub-Adviser may be exposed to civil or criminal contempt proceedings for failure to comply, when requested to divulge such information by duly constituted authorities, or when so requested by Trust, provided, however, that notwithstanding the foregoing, Sub- Adviser may disclose such information as required by applicable law, regulation or upon request by a regulator or auditor of Sub-Adviser; j) will have the sole authority and responsibility to exercise whatever powers the Adviser may possess with respect to any of its assets held in the Funds, including, but not limited to, the right to vote proxies, the power to exercise rights, options, warrants, conversion privileges, and redemption privileges, and to tender securities pursuant to a tender offer, consistent with the Sub-Adviser’s fiduciary duties hereunder; k) may not consult with any other sub-adviser of the Trust, if any, or the sub-adviser to any other investment company (or separate series of an investment company) managed by the Adviser concerning the Trust’s transactions in securities or other assets for any investment portfolio of the Trusts, including the Funds, except for the purpose of complying with the conditions of Rule 12d3-1 (a) and (b) under the 1940 Act, and except that such consultations are permitted between the current and successor sub-advisers of the Funds in order to effect an orderly transition of sub-advisory duties so long as such consultations are not concerning transactions prohibited by Section 17(a) of the 1940 Act; l) will provide reasonable assistance to the Adviser or the Trust’s custodian, as the case may be, in determining the value of any portfolio security. In addition, the Sub-Adviser shall provide the Trust’s custodian on each business day with information relating to all transactions concerning each Fund’s assets under Sub-Adviser’s supervision, and shall provide Adviser with such information upon the reasonable request of the Adviser; m) immediately notify the Adviser and the Trust to the extent required by applicable law in the event that the Sub-Adviser or any of its affiliates: (1) becomes aware that it is subject to a statutory disqualification that prevents the Sub-Adviser from serving as an investment adviser pursuant to this Agreement; or (2) becomes aware that it is the subject of an administrative proceeding or enforcement action by the SEC or other regulatory authority. The Sub-Adviser further agrees to notify the Trust and the Adviser immediately of any material fact known to the Sub-Adviser respecting or relating to the Sub-Adviser that would make any written information previously provided to the Adviser or the Trust materially inaccurate or incomplete or if any such written information becomes untrue in any material respect; and hn) will vote proxies received immediately notify the Adviser and the Trust if the Sub-Adviser suffers a material adverse change in connection its business that would materially impair its ability to perform its relevant duties for a Fund. For the purposes of this paragraph, a “material adverse change” shall include, but is not limited to, a material loss of assets or accounts under management or the departure of senior investment professionals who are performing services to the Funds to the extent such professionals are not replaced promptly with securities held by the Series consistent with its fiduciary duties hereunderprofessionals of comparable experience and quality.

Management. Subject always to the supervision of Fundthe Trust's Board of Managers and Trustees, the Adviser, Sub-Investment Adviser will furnish an provide a continuous investment program in respect of, and make investment decisions for, all assets of the Series and place all orders for the purchase Funds, including investment research and sale of securities, management with respect to all on behalf of securities and investments and cash equivalents in the SeriesFunds. In the performance of its duties, Sub-The Investment Adviser will satisfy its fiduciary duties to the Series (as set forth below), and will monitor the Series' investments, and will comply with the provisions of Fund's Certificate of Formation and Operating Agreement, as amended from time to time, and the stated investment objectives, policies and restrictions of the Series. Sub-Adviser and Adviser will each make its officers and employees available to the other determine from time to time at reasonable times to review investment policies of what securities and other investments will be purchased, retained or sold by the Series and to consult with each other regarding the investment affairs of the Series. Sub-Adviser will report to Board of Managers and to Adviser Trust with respect to the implementation of such programFunds. Sub-The Investment Adviser is responsible for compliance will provide the services under this Agreement in accordance with the provisions of Section 817(h) each of the Internal Revenue Code Fund's investment objectives, policies, and restrictions as stated in the Prospectus and resolutions of 1986, as amended, applicable to the SeriesTrust's Board of Trustees. The Sub-Investment Adviser further agrees that it: (a) will use the same skill and care in providing such services as it uses in providing services to fiduciary accounts for which it has investment responsibilities; (b) will conform with all applicable Rules and Regulations of the SEC in all material respects Commission under the 1940 Act and in addition will conduct its activities under this Agreement in accordance with any applicable regulations of any governmental authority pertaining to its the investment advisory activitiesactivities of the Investment Adviser; (c) will not make loans to any person to purchase or carry units of beneficial interest ("shares") in the Trust or make loans to the Trust; (d) will place or cause to be placed orders pursuant to its investment determinations for the Series Funds either directly with the issuer or with any broker or dealer, including an affiliated broker-dealer which is a member of a national securities exchange as permitted in accordance with guidelines established by the Board of Managers. In placing orders with brokers and dealers, the Sub-Investment Adviser will attempt to obtain the best combination of prompt execution of orders in an effective manner and at the most favorable price. Consistent with this obligationobligation and to the extent permitted by the 1940 Act, when the execution and price offered by two or more brokers or dealers are comparable Sub-comparable, the Investment Adviser may, in its discretion, purchase and sell portfolio securities to and from brokers and dealers who provide the Sub-Investment Adviser with research advice and other services. In no instance will portfolio securities be purchased from or sold to BISYS Fund Services, the Investment Adviser, Sub-Adviser or any affiliated person of either the FundTrust, Adviser, BISYS Fund Services or Sub-the Investment Adviser, except as may be to the extent permitted under by the 1940 ActAct and the Commission; d) will report regularly to Adviser and to the Board of Managers and will make appropriate persons available for the purpose of reviewing with representatives of Adviser and the Board of Managers on a regular basis at reasonable times the management of the Series, including, without limitation, review of the general investment strategies of the Series, the performance of the Series in relation to standard industry indices, interest rate considerations and general conditions affecting the marketplace and will provide various other reports from time to time as reasonably requested by Adviser; (e) will prepare and maintain such all books and records with respect to the Series' securities transactions of the Funds and will furnish Adviser and Fundthe Trust's Board of Managers Trustees with such periodic and special reports as the Board of Managers or Adviser may request; (f) will act upon instructions from Adviser not inconsistent with the fiduciary duties hereunder; g) will treat confidentially and as proprietary information of Fund the Trust all such records and other information relative to Fund maintained by the Sub-AdviserTrust and the Funds and prior, present, or potential shareholders, and will not use such records and information for any purpose other than performance of its responsibilities and duties hereunder, except after prior notification to and approval in writing by Fundthe Trust, which approval shall not be unreasonably withheld and may not be withheld where the Sub-Investment Adviser may be exposed to civil or criminal contempt proceedings for failure to comply, when requested to divulge such information by duly constituted authorities, or when so requested by Fundthe Trust; (g) will maintain its policy and practice of conducting its fiduciary functions independently. In making investment recommendations for the Funds, the Investment Adviser's personnel will not inquire or take into consideration whether the issuers of securities proposed for purchase or sale for the Trust's account are customers of the Investment Adviser or of its parent or its subsidiaries or affiliates. In dealing with such customers, the Investment Adviser and its parent, subsidiaries, and affiliates will not inquire or take into consideration whether securities of those customers are held by the Trust; (h) will promptly review all (1) current security reports, (2) summary reports of transactions and (3) current cash position reports upon receipt thereof from the Trust and will report any errors or discrepancies in such reports to the Trust or its designee within three (3) business days; and h(i) will vote proxies received in connection use its best efforts to obtain and provide to the Trust's fund accountant (1) dealer quotations, (2) prices from a pricing service, (3) matrix prices, or (4) any other price information believed to be reliable by the Investment Adviser with securities respect to any security held by a Fund, when requested to do so by the Series consistent with its fiduciary duties hereunderTrust's fund accountant.

Management. Subject always to the supervision of Fund's the Adviser and the Board of Managers and the AdviserTrustees, Sub-Adviser will furnish an investment program in respect of, and make shall have full investment decisions authority and discretion for, all assets of the Series Funds and place all orders for the purchase and sale of securities, commodities, and derivatives thereon, including investments through the JNL/Xxx Xxx International Gold Fund Ltd. (the “Subsidiary”), a wholly-owned subsidiary of the Fund formed as a company exempt from tax in the Cayman Islands, pursuant to a sub-advisory agreement between the Adviser and the Sub-Adviser (“Subsidiary Agreement”), foreign or domestic securities, and other property (including commodities and commodities-related instruments, financial and other futures, options of any type, commodities and other derivative instruments) herein collectively, “securities”), all on behalf of the SeriesFunds as the Sub-Adviser shall determine in accordance with each Fund’s investment restrictions, policies and Prospectus. Sub-Adviser is authorized on behalf of the Funds to: (a) 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 (b) acknowledge the receipt of brokers’ risk disclosure statements, electronic trading disclosure statements and similar disclosures. The Sub-Adviser further shall have the authority to instruct the custodian to: (a) 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 Funds; and (b) 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 Funds with respect to any investments made pursuant to the Prospectus. Adviser and/or the Fund’s custodian will handle matters relating to the Fund participating in any class action settlements and Sub-Adviser shall not have any obligations thereto. Without Adviser’s prior consent to each transaction, Sub-Adviser shall have full discretionary authority as agent and attorney-in-fact, with full power of substitution and full authority in the Fund’s name, to (a) buy, sell, hold, exchange, convert or otherwise deal in any manner in any assets; (b) place orders for the execution of such assets and other transactions with or through such brokers, dealers, counter-parties, issuers, agents or arrangers as Sub-Adviser may select; (c) execute, on behalf of the Fund, such brokerage, derivatives, subscription and other agreements and documents (including, without limitation, ISDA and LSTA documentation) as Sub-Adviser deems necessary or appropriate in connection with the Fund’s investment activities; and (d) negotiate, enter into, make and perform any other contracts, agreements or other undertakings it may deem advisable in connection with the performance of the Sub-Adviser’s duties hereunder. Adviser and/or the Fund’s custodian will handle matters relating to the Fund participating in any class action settlements and Sub-Adviser shall not have any obligations relating thereto. In the performance of its duties, Sub-Adviser will satisfy its fiduciary duties to the Series Funds (as set forth below), and will monitor the SeriesFunds' investments, and will comply with the provisions of Fund's Certificate the Trust’s Declaration of Formation Trust and Operating AgreementBy-Laws, as amended from time to time, and the stated investment objectives, policies and restrictions of the SeriesFunds, which may be amended from time to time, provided that Sub-Adviser will be responsible for such monitoring and compliance of any amendments to the Trust’s Declaration of Trust, By-laws, investment objectives, policies, and restriction, only after Sub-Adviser’s receipt of such amendments from the Adviser, and applicable tax and regulatory requirements. Sub-Adviser and Adviser will each use commercially reasonable efforts to make its officers and employees available to the other from time to time at reasonable times during normal business hours to review investment policies of the Series Funds and to consult with each other regarding the investment affairs of the SeriesFunds. Sub-Adviser will report to the Board of Managers Trustees and to Adviser with respect to the implementation of such program, as reasonably requested by the Board of Trustees or the Adviser. Sub-Adviser Adviser, solely with respect to the assets of the Funds that are under its management pursuant to this Agreement, is responsible for compliance to ensure that the Funds will comply with the applicable provisions of Section 851 and Section 817(h) of the Internal Revenue Code of 1986, as amendedamended (“IRC”), applicable and the regulations thereunder, including, but not limited to, Treas. Reg. Section 1.817- 5. Adviser will not act in a manner that would result in Sub-Adviser failing to maintain the required diversification and if the failure to diversify is inadvertent, Adviser shall in good faith and in conjunction with Sub-Adviser follow the procedures specified in Treas. Reg. Section 1.817-5(a)(2) and Revenue Procedure 2008-41 (or its successor) to request relief from the Commissioner of Internal Revenue Service. In such an event Adviser and Sub-Adviser shall work together in the preparation of any request for relief or closing agreement and, to the Seriesextent that Adviser is seeking indemnification under Section 11 hereof, no filings or agreements shall be made with the Commissioner of Internal Revenue Service without the prior written approval of Sub-Adviser. The Sub-Adviser is expressly authorized to rely upon any and all written instructions, approvals and notices given on behalf of the Adviser by any one or more of those persons designated as representatives of the Trust whose names, titles and specimen signatures appear in Schedule C attached hereto. The Adviser shall provide a Secretary Certificate, Incumbency Certificate, or similar document indicating that the persons designated as representatives have the authority to bind the Trust. The Adviser may amend such Schedule C from time to time by written notice to the Sub-Adviser. The Sub-Adviser shall continue to rely upon these instructions until notified in writing by the Adviser to the contrary. The Adviser agrees that the Sub-Adviser shall not be liable for any failure to recommend the purchase or sale of any security on behalf of any Fund on the basis of any information which might, in the Sub-Adviser’s reasonable opinion, constitute a violation of any federal or state laws, rules or regulations. The Sub-Adviser further agrees that it: a) will use the same skill and care in providing such services as it uses in providing services to fiduciary accounts its other similar client mandates for which it has investment responsibilities; b) will conform comply with all applicable Rules and Regulations of the SEC in all material respects and in addition will conduct its activities under this Agreement in accordance with any applicable regulations of any governmental authority pertaining to its investment advisory activities, including but not limited to compliance with Rule 206(4)-7 under the Investment Advisers Act of 1940, as amended (the “Advisers Act”); c) will place orders pursuant to its investment determinations for the Series either directly comply with the issuer or with any broker or dealerall foreign laws, including an affiliated broker-dealer which is a member of a national securities exchange regulations, and regulatory requirements as permitted in accordance with guidelines established set forth by the Board of Managers. In placing orders with brokers and dealersforeign regulatory agencies, the Sub-Adviser will attempt to obtain the best combination of prompt execution of orders in an effective manner and at the most favorable price. Consistent with this obligation, when the execution and price offered by two or more brokers or dealers are comparable Sub-Adviser may, in its discretion, purchase and sell portfolio securities to and from brokers and dealers who provide the Sub-Adviser with research advice and other services. In no instance will portfolio securities be purchased from or sold as applicable to the Adviser, Sub-Adviser or any affiliated person of either the Fund, Adviser, or Sub-Adviser, except as may be permitted services provided under the 1940 Actthis Agreement; d) will report regularly to Adviser and to the Board of Managers Trustees as reasonably agreed between the Adviser and Sub-Adviser, or as reasonably requested by the Board of Trustees, and will make appropriate persons available for the purpose of reviewing with representatives of Adviser and the Board of Managers Trustees on a regular basis at reasonable times agreed to by the management Adviser and Sub-Adviser, or at such times as reasonably requested by the Board of the SeriesTrustees, including, without limitation, review of the general investment strategies of the SeriesFunds, the performance of the Series Funds in relation to standard industry indices, interest rate considerations and general conditions affecting the marketplace specified benchmarks and will provide various other reports from time to time as reasonably requested by AdviserAdviser or the Board of Trustees, including, but not limited to, fee information regarding other U.S. registered investment company clients having substantially similar investment objectives, style and strategy as the Funds; e) will provide to the Adviser (i) a monthly compliance checklist developed for each Fund by Adviser and Sub-Adviser, (ii) quarterly reports developed for each Fund by Adviser and Sub-Adviser, and (iii) other compliance and reporting information as reasonably requested by the Adviser or the Board of Trustees from time-to-time; f) as a service provider to the Funds will cooperate fully with the Chief Compliance Officer of the Trust in the execution of his/her responsibilities to monitor service providers to the Funds under Rule 38a-1 under the 1940 Act, including any applicable document requests; g) will prepare and maintain such books and records with respect to the Series' each Fund’s securities transactions in accordance with Section 7 herein, and will furnish Adviser and Fund's the Board of Managers Trustees such periodic and special reports as the Board of Managers or Adviser may requestreasonably request pursuant to Section 15(c) of the 1940 Act; fh) will prepare and cause to be filed in a timely manner Form 13F and, if required, Schedule 13G with respect to securities held for the account of the Funds subject to Sub-Adviser's supervision; i) will act upon reasonable instructions from Adviser not inconsistent with the fiduciary duties and investment objectives hereunder; gj) will treat confidentially and as proprietary information of Fund the Trust all such records and other information relative to Fund the Trust maintained by the Sub-Adviser, and will not use such records and information for any purpose other than performance of its responsibilities and duties hereunder, except after prior notification to and approval in writing by Fundthe Trust, which approval shall not be unreasonably withheld and may not be withheld where the Sub-Adviser may be exposed to civil or criminal contempt proceedings for failure to comply, when requested to divulge such information by duly constituted authorities, or when so requested by Trust, provided, however, that notwithstanding the foregoing, Sub-Adviser may disclose such information as required by applicable law, regulation or upon request by a court of competent jurisdiction, regulator or auditor of Sub-Adviser; k) will have the sole authority and responsibility to exercise whatever powers the Adviser may possess with respect to any of its assets held in the Funds, including, but not limited to, the right to vote proxies, in accordance with the Sub-Adviser’s proxy voting guidelines, as amended from time to time, which shall be provided to the Trust and the Adviser, the power to exercise rights, options, warrants, conversion privileges, and redemption privileges, and to tender securities pursuant to a tender offer, consistent with the Sub-Adviser’s fiduciary duties hereunder; and may, at its discretion (subject to Sub-Adviser’s responsibility and liability under the terms of this Sub-Advisory Agreement), elect to use one or more third parties, including proxy voting services, in fulfilling its obligations hereunder; provided however, Adviser will, or will direct the Fund’s custodian to, send all proxy solicitation material and other related material, including interim reports, annual reports and other issuer mailings with respect to the Account, to Sub-Adviser or its agent; l) will vote and take all action related to corporate reorganization matters (e.g., conversions, tender and exchange offers, mergers, stock splits, right offerings, recapitalizations, amendments, modifications or waivers or other rights or powers); provided however, that Adviser will, or will direct the Fund’s custodian to, deliver all materials and information relating to corporate reorganization matters to Adviser or its agent; m) may not consult with any other sub-adviser of the Trust, if any, or the sub-adviser to any other investment company (or separate series of an investment company) managed by the Adviser concerning the Trust’s transactions in securities or other assets for any investment portfolio of the Trusts, including the Funds, except for the purpose of complying with the conditions of Rule 12d3-1 (a) and (b) under the 1940 Act, and except that such consultations are permitted between the current and successor sub-advisers of the Funds in order to effect an orderly transition of sub-advisory duties so long as such consultations are not concerning transactions prohibited by Section 17(a) of the 1940 Act; n) will provide reasonable assistance to the Adviser or the Trust’s custodian, as the case may be, in determining the value of any portfolio security. In addition, the Sub-Adviser shall provide the Trust’s custodian on each business day with information relating to all transactions concerning each Fund’s assets under Sub-Adviser’s supervision, and shall provide Adviser with such information upon the reasonable request of the Adviser; o) promptly notify the Adviser and the Trust to the extent required by applicable law in the event that the Sub-Adviser or any of its affiliates: (1) becomes aware that it is subject to a statutory disqualification that prevents the Sub-Adviser from serving as an investment adviser pursuant to this Agreement; or (2) becomes aware that it is the subject of an administrative proceeding or enforcement action by the SEC or other regulatory authority. The Sub-Adviser further agrees to notify the Trust and the Adviser immediately of any material fact known to the Sub-Adviser respecting or relating to the Sub-Adviser that would make any written information previously provided to the Adviser or the Trust materially inaccurate or incomplete or if any such written information becomes untrue in any material respect; and hp) will vote proxies received promptly notify the Adviser and the Trust if the Sub-Adviser suffers a material adverse change in connection its business that would materially impair its ability to perform its relevant duties for a Fund. For the purposes of this paragraph, a “material adverse change” shall include, but is not limited to, a material loss of assets or accounts under management or the departure of senior investment professionals responsible for the portfolio management of the Funds to the extent such professionals are not replaced promptly with securities held professionals of comparable experience and quality. The Adviser and the Sub-Adviser each further agree that: a) to the extent that the Commodity Exchange Act, as amended (“CEA”), and the then-current Commodity Futures Trading Commission (“CFTC”) regulations require (i) registration by either party as a Commodity Pool Operator or Commodity Trading Advisor, (ii) specific disclosure, or as applicable to it (iii) filing of reports and other documents, each shall fully comply with such requirements; b) Sub-Adviser shall comply with all requirements of the Series consistent applicable CEA and then-current CFTC regulations that apply to Sub-Adviser with its fiduciary duties hereunder.regard to the Fund, and with regard to all Funds for which it serves as Sub-Adviser; and

Management. Subject always to the general supervision of the Fund's ’s Board of Managers Trustees (the “Board”), Adviser will be responsible for providing a continuous investment program for the Portfolios, including investment research and management with respect to all securities, investments, cash and cash equivalents held by the Portfolios. Adviser may, with the prior written consent of the Board and the Adviser, Sub-Adviser will furnish an investment program in respect of, and make investment decisions for, all assets approval of the Series and place all orders for the purchase and sale of securitiesappropriate Fund shareholders, all on behalf of the Seriesif required, employ persons or entities to serve as sub-advisers to one or more Portfolios. In the performance of its dutiesThe Adviser and/or such sub-advisers, Sub-Adviser will satisfy its fiduciary duties to the Series (as set forth below)if any, and will monitor the Series' investmentsmay, and will comply with the provisions of Fund's Certificate of Formation and Operating Agreementin their sole discretion, as amended determine from time to timetime what securities and other investments will be purchased, retained or sold by the Portfolios. The investment activities of such sub-advisers, if any, as such services relate to the Portfolios, will at all times be subject to the general supervision and control of Adviser. Adviser will provide, through its own efforts itself and/or through the stated medium of its previously approved sub-adviser(s), the services under this Agreement in accordance with each Portfolio’s investment objectives, policies and restrictions of as such are set forth in the Series. Sub-Adviser and Adviser will each make its officers and employees available to the other Prospectus from time to time at reasonable times to review investment policies of the Series and to consult with each other regarding the investment affairs of the Seriestime. Sub-Adviser will report to Board of Managers and to Adviser with respect to the implementation of such program. Sub-Adviser is responsible for compliance with the provisions of Section 817(h) of the Internal Revenue Code of 1986, as amended, applicable to the Series. The Sub-Adviser further agrees that it: (a) will use the same skill and care in providing such services as it uses in providing services Will conform its activities to fiduciary accounts for which it has investment responsibilities; b) will conform with all applicable Rules and Regulations of the SEC and will, in all material respects and in addition will addition, conduct its activities under this Agreement agreement in accordance with any applicable the regulations of any governmental authority pertaining to other Federal and State agencies which may now or in the future have jurisdiction over its investment advisory activitiesactivities under this Agreement; (b) Will monitor the investment activities of any sub-adviser which it employs to insure that such sub-adviser conducts its activities with respect to the applicable Portfolio(s) in accordance with the Prospectus and any and all federal and/or state laws and regulations relating to the applicable Portfolio(s); (c) will Will place orders, or monitor the placement of orders by sub-advisers, pursuant to its good faith investment determinations for the Series Portfolios either directly with the issuer respective issuers or with any broker or dealer, including an affiliated broker-dealer which is a member of a national securities exchange as permitted in accordance with guidelines established by the Board of Managersappropriate brokers and dealers. In placing orders with brokers and or dealers, the SubAdvisor, or sub-Adviser adviser(s) under the supervision of Adviser, will attempt to obtain the best combination of prompt execution of orders in an effective manner net price and at the most favorable priceexecution of its orders. Consistent with this obligation, when the execution and price offered by Adviser, or Adviser’s duly authorized sub-adviser(s), believes two or more brokers or dealers are comparable Subin price and execution, Adviser, or Adviser’s duly authorized sub-Adviser mayadviser(s), in its discretion, purchase and sell portfolio securities to and from may prefer: (i) brokers and dealers who provide the Sub-Adviser Portfolio(s) with research advice and other services. In , or who recommend or sell Fund shares, and (ii) brokers who are affiliated with the Fund, Adviser or sub-adviser; provided, however, that in no instance will portfolio securities be purchased from or sold to the Adviser, Sub-Adviser or any affiliated person of either the Fund, Adviser, or Subsub-Adviser, except as may be permitted under the 1940 Act; d) will report regularly to Adviser and to the Board of Managers and will make appropriate persons available for the purpose of reviewing with representatives of Adviser and the Board of Managers on a regular basis at reasonable times the management of the Series, including, without limitation, review of the general investment strategies of the Series, the performance of the Series adviser in relation to standard industry indices, interest rate considerations and general conditions affecting the marketplace and will provide various other reports from time to time as reasonably requested by Adviser; e) will prepare and maintain such books and records with respect to the Series' securities transactions and will furnish Adviser and Fund's Board of Managers such periodic and special reports as the Board of Managers or Adviser may request; f) will act upon instructions from Adviser not inconsistent with the fiduciary duties hereunder; g) will treat confidentially and as proprietary information of Fund all such records and other information relative to Fund maintained by the Sub-Adviser, and will not use such records and information for any purpose other than performance of its responsibilities and duties hereunder, except after prior notification to and approval in writing by Fund, which approval shall not be unreasonably withheld and may not be withheld where the Sub-Adviser may be exposed to civil or criminal contempt proceedings for failure to comply, when requested to divulge such information by duly constituted authorities, or when so requested by Fundprincipal transactions; and h(d) will vote proxies received in connection with securities held by Will provide, at its own cost, all office space, facilities and equipment necessary for the Series consistent with conduct of its fiduciary duties hereunderadvisory activities on behalf of the Fund.

Management. Subject always to the supervision of FundBank of Oklahoma and the Trust's Board of Managers and Trustees, the Adviser, Sub-Adviser will furnish an investment program in respect of, and make investment decisions for, all assets of the Series Fund, and place all orders for the purchase and sale of securities, all on behalf of securities for the SeriesFund. In the performance of its duties, the Sub-Adviser will satisfy its fiduciary duties to the Series (as set forth below), and will monitor the Series' investments, and will comply with the provisions of Fundthe Trust's Certificate Declaration of Formation Trust and Operating Agreement, as amended from time to timeCode of Regulations, and the stated investment objectives, policies and restrictions of the SeriesFund, will use its best efforts to safeguard and promote the welfare of the Fund, and will comply with other policies which the Trustees or Bank of Oklahoma, as the case may be, may from time to time determine and provide notification to the Sub-Adviser in writing. The Sub-Adviser and Adviser will Bank of Oklahoma shall each make its officers and employees available to the other from time to time at reasonable times to review investment policies of for the Series Fund and to consult with each other regarding the investment affairs of the SeriesFund. The Sub-Adviser will shall report to the Board of Managers Trustees and to Adviser Bank of Oklahoma with respect to the implementation of such program. Sub-Adviser is responsible for compliance with the provisions of Section 817(h) of the Internal Revenue Code of 1986, as amended, applicable to the Series. The Sub-Adviser further agrees that it: (a) will use the same skill and care in providing such services as it uses in providing services to fiduciary other accounts for which it has investment management responsibilities; (b) will conform with all applicable Rules rules and Regulations regulations of the SEC in all material respects Securities and Exchange Commission and in addition will conduct its activities under this Agreement in accordance with any applicable regulations of any governmental authority pertaining to its the investment advisory activitiesactivities of the Sub-Adviser; (c) will place orders pursuant to its investment determinations for the Series Fund either directly with the issuer or with any broker or dealer, including an affiliated broker-dealer which is a member of a national securities exchange as permitted in accordance with guidelines established by the Board of Managers. In placing orders with brokers and dealers, the Sub-Adviser will attempt to obtain the best combination of prompt execution of orders in an effective manner and at the most favorable price. Consistent with this obligation, when the execution and price offered by two or more brokers or dealers are comparable Sub-comparable, the Sub- Adviser may, in its discretion, purchase and sell portfolio securities to and from brokers and dealers who provide the Sub-Adviser with research advice and other services. In no instance will the Fund's portfolio securities be purchased from or sold to BISYS Fund Services, Bank of Oklahoma, the Adviser, Sub-Adviser or any affiliated person of either the FundTrust, AdviserBank of Oklahoma, BISYS Fund Services, or the Sub-Adviser, except as may be permitted under the 1940 Act. Bank of Oklahoma and BISYS Fund Services will provide to the Sub-Adviser, from time to time, a list of their respective affiliated persons; (d) will will, at the reasonable request of Bank of Oklahoma or the Trust, report regularly to Adviser the Trust and to the Board Bank of Managers Oklahoma and will make appropriate persons available for the purpose of reviewing with representatives of Adviser and the Board Bank of Managers on a regular basis at reasonable times Oklahoma the management of the SeriesFund, including, without limitation, review of the general investment strategies strategy of the Series, the performance of the Series in relation to standard industry indicesFund, interest rate considerations and general conditions affecting the marketplace and will provide various other reports from time to time as reasonably requested by Advisermarketplace; (e) will prepare and maintain such books and records with respect to furnish the Series' securities transactions and will furnish Adviser and FundTrust's Board of Managers Trustees such periodic and special reports as the Board of Managers or Adviser may request; (f) will act upon instructions from Adviser not inconsistent with the fiduciary duties hereunder; g) will treat confidentially and as proprietary information of Fund the Trust all such records and other information relative to Fund maintained by the Sub-AdviserTrust, and will not use such records and information for any purpose other than performance of its responsibilities and duties hereunder, except after prior notification to and approval in writing by Fundthe Trust, which approval shall not be unreasonably withheld and may not be withheld where the Sub-Adviser may be exposed to civil or criminal contempt proceedings for failure to comply, when requested to divulge such information by duly constituted authorities, or when so requested by the Trust; (g) will receive and comply with any written recommendations that Bank of Oklahoma may make, from time to time, with respect to the investment and reinvestment of the assets of the Fund; and (h) will vote proxies received in connection provide advice and recommendations with securities held by respect to other aspects of the Series consistent with its fiduciary duties hereunderbusiness and affairs of the Fund and perform such other functions related to the provision of investment management services as Bank of Oklahoma may reasonably request.

Management. Subject always to the supervision of Fund's the Trust’s Board of Managers and Trustees, the Adviser, Sub-Adviser will furnish an provide a continuous investment program in for each Fund, including investment research and management with respect of, and make investment decisions for, to all assets of the Series and place all orders for the purchase and sale of securities, all on behalf of the Seriesinvestments, cash and cash equivalents in each Fund. In the performance of its duties, The Sub-Adviser will satisfy its fiduciary duties to the Series (as set forth below), and will monitor the Series' investments, and will comply with the provisions of Fund's Certificate of Formation and Operating Agreement, as amended determine from time to timetime what securities and other investments will be purchased, and retained or sold by each Fund. The Sub-Adviser will provide the stated services under this Agreement in accordance with each Fund’s investment objectives, policies and restrictions of as stated in its Prospectus and SAI and such compliance policies and procedures as the Series. Adviser or Trust may provide to Sub-Adviser and Adviser will each make its officers and employees available to the other in writing from time to time at reasonable times to review investment policies of the Series and to consult with each other regarding the investment affairs of the Series. Sub-Adviser will report to Board of Managers and to Adviser with respect to the implementation of such program. Sub-Adviser is responsible for compliance with the provisions of Section 817(h) of the Internal Revenue Code of 1986, as amended, applicable to the Seriestime. The Sub-Adviser further agrees that it: a) will use the same skill and care in providing such services as it uses in providing services a. Will conform its activities to fiduciary accounts for which it has investment responsibilities; b) will conform with all applicable Rules rules and Regulations regulations of the SEC and will, in all material respects and in addition will addition, conduct its activities under this Agreement in accordance with any applicable regulations of any governmental authority pertaining to other Federal and State agencies which may now or in the future have jurisdiction over its investment advisory activitiesactivities under this Agreement; c) will place orders pursuant b. Will vote proxies with respect to its investment determinations for the Series either directly with the issuer each Fund’s securities and exercise rights in corporate actions or with any broker or dealer, including an affiliated broker-dealer which is a member of a national securities exchange as permitted otherwise in accordance with the Sub-Adviser’s proxy voting guidelines established by and shall report all votes cast in the Board in time, manner, and format requested to facilitate the filing of Managers. In placing orders with brokers and dealers, the N-PX; c. Will promptly notify the Adviser of the occurrence of any event that would be reasonably likely to disqualify the Sub-Adviser will attempt from serving as investment manager of an investment company pursuant to obtain Section 9(a) of the best combination of prompt execution of orders 1940 Act or otherwise; d. Will promptly notify the Adviser in an effective manner and at the most favorable price. Consistent with this obligation, when the execution and price offered by two or more brokers or dealers are comparable Sub-Adviser may, in its discretion, purchase and sell portfolio securities to and from brokers and dealers who provide event that: (i) the Sub-Adviser becomes the subject of an administrative proceeding or enforcement action by the SEC or other regulatory body with research advice and other services. In no instance will portfolio securities be purchased from applicable jurisdiction or sold (ii) to the best of the Sub-Adviser’s knowledge, any affiliate of the Sub-Adviser becomes the subject of an administrative proceeding or any affiliated person of either enforcement action by the Fund, Adviser, SEC or other regulatory body with applicable jurisdiction that the Sub-AdviserAdviser reasonably expects could have a material adverse effect upon the ability of the Sub-Adviser to perform its duties under this Agreement; e. Will provide, except at its own cost, personnel, office space, facilities, and equipment necessary for the conduct of its advisory activities on behalf of each Fund and will assume other costs and expenses incurred by it in connection with its investment advisory services pertaining to each Fund; f. Will, in compliance with the requirements of the 1940 Act, (i) maintain all records required to be maintained and keep them as may property of the Trust, (ii) surrender promptly to the Trust any of such records upon the Trust’s request, and (iii) preserve for the periods prescribed by the 1940 Act, and the rules or orders thereunder, the records required to be permitted under maintained by the 1940 Act; d) will report regularly to Adviser and to g. Will provide the Board of Managers and will make appropriate persons available for the purpose of reviewing with representatives of Adviser Trust and the Board of Managers on a regular basis at reasonable times the management of the Series, including, without limitation, review of the general investment strategies of the Series, the performance of the Series in relation to standard industry indices, interest rate considerations and general conditions affecting the marketplace and will provide various other reports from time to time as reasonably requested by Adviser; e) will prepare and maintain such books and Trust’s service providers with records with respect to the Series' securities transactions and will furnish Adviser and Fund's Board of Managers such periodic and special reports as the Board of Managers or Adviser may request; f) will act upon instructions from Adviser not inconsistent with the fiduciary duties hereunder; g) will treat confidentially and as proprietary information of Fund all such records and other information relative to Fund maintained by concerning the Sub-Adviser, and will not use such records and information for any purpose other than performance of its responsibilities and duties hereunder, except after prior notification ’s activities which the Trust is required under applicable law or regulation to and approval in writing by Fund, which approval shall not be unreasonably withheld and may not be withheld where the Sub-Adviser may be exposed to civil or criminal contempt proceedings for failure to comply, when requested to divulge such information by duly constituted authorities, or when so requested by Fundmaintain; and h) will vote proxies received in connection with securities held by h. Will render oral and written regular reports to the Series consistent with its fiduciary duties hereunderTrust and the Adviser concerning Sub-Adviser’s discharge of the foregoing responsibilities.

Management. Subject always to the supervision of Fund's the Adviser and the Board of Managers and the AdviserTrustees, Sub-Adviser will furnish an investment program in respect of, and make shall have full investment decisions authority and discretion for, all assets of the Series Funds and place all orders for the purchase and sale of securities, including foreign or domestic securities, and other property (including financial futures, options of any type, commodities and other derivative instruments), all on behalf of the SeriesFunds as the Sub-Adviser shall determine in accordance with each Fund’s investment restrictions, policies and Prospectus. Sub-Adviser is authorized on behalf of the Funds to: (a) 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 (b) acknowledge the receipt of brokers’ risk disclosure statements, electronic trading disclosure statements and similar disclosures. The Sub-Adviser further shall have the authority to instruct the custodian to: (a) 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 Funds; and (b) 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 Funds with respect to any investments made pursuant to the Prospectus. In the performance of its duties, Sub-Adviser will satisfy its fiduciary duties to the Series Funds (as set forth below), and will monitor the SeriesFunds' investments, and will comply with the provisions of Fund's Certificate the Trust’s Declaration of Formation Trust and Operating AgreementBy-Laws, as amended from time to time, and the stated investment objectives, policies and restrictions of the SeriesFunds, which may be amended from time to time, and applicable tax and regulatory requirements. Sub-Adviser and Adviser will each make its officers and employees available to the other from time to time at reasonable times to review investment policies of the Series Funds and to consult with each other regarding the investment affairs of the SeriesFunds. Sub-Adviser will report to the Board of Managers Trustees and to Adviser with respect to the implementation of such program, as reasonably requested by the Board of Trustees or the Adviser. Sub-Adviser Adviser, solely with respect to the assets of the Funds that are under its management pursuant to this Agreement, is responsible for compliance to ensure that the Funds will comply with the provisions of Section 851 and Section 817(h) of the Internal Revenue Code of 1986, as amendedamended (“IRC”), applicable and the regulations thereunder, including, but not limited to, Treas. Reg. Section 1.817-5. Adviser will not act in a manner that would result in Sub-Adviser failing to maintain the required diversification and if the failure to diversify is inadvertent, Adviser shall in good faith and in conjunction with Sub-Adviser follow the procedures specified in Treas. Reg. Section 1.817-5(a)(2) and Revenue Procedure 2008-41 (or its successor) to request relief from the Commissioner of Internal Revenue Service. In such an event Adviser and Sub-Adviser shall work together in the preparation of any request for relief or closing agreement and, to the Seriesextent that Adviser is seeking indemnification under Section 11 hereof, no filings or agreements shall be made with the Commissioner of Internal Revenue Service without the prior written approval of Sub-Adviser. Notwithstanding the cooperation of Adviser, Sub- adviser shall be responsible for the correction of any failure attributable to its actions whether in good faith, negligent, or reckless disregard, including any penalties, taxes, and interest and for any other obligations to contract-owners and insurance company investors in the Funds. The Sub-Adviser is expressly authorized to rely upon any and all instructions, approvals and notices given on behalf of the Adviser by any one or more of those persons designated as representatives of the Trust whose names, titles and specimen signatures appear in Schedule C attached hereto. The Adviser shall provide a Secretary Certificate, Incumbency Certificate, or similar document indicating that the persons designated as representatives have the authority to bind the Trust. The Adviser may amend such Schedule C from time to time by written notice to the Sub-Adviser. The Sub-Adviser shall continue to rely upon these instructions until notified by the Adviser to the contrary. The Adviser agrees that the Sub-Adviser shall not be liable for any failure to recommend the purchase or sale of any security on behalf of any Fund on the basis of any information which might, in the Sub-Adviser’s reasonable opinion, constitute a violation of any federal or state laws, rules or regulations. The Sub-Adviser further agrees that it: a) will use the same skill and care in providing such services as it uses in providing services to fiduciary accounts its other client mandates for which it has investment responsibilities; b) will conform comply with all applicable Rules and Regulations of the SEC in all material respects and in addition will conduct its activities under this Agreement in accordance with any applicable regulations of any governmental authority pertaining to its investment advisory activities, including but not limited to compliance with Rule 206(4)-7 under the Investment Advisers Act of 1940, as amended (the “Advisers Act”); c) will place orders pursuant to its investment determinations for the Series either directly comply with the issuer or with any broker or dealerall foreign laws, including an affiliated broker-dealer which is a member of a national securities exchange regulations, and regulatory requirements as permitted in accordance with guidelines established set forth by the Board of Managers. In placing orders with brokers and dealers, the Sub-Adviser will attempt to obtain the best combination of prompt execution of orders in an effective manner and at the most favorable price. Consistent with this obligation, when the execution and price offered by two or more brokers or dealers are comparable Sub-Adviser may, in its discretion, purchase and sell portfolio securities to and from brokers and dealers who provide the Sub-Adviser with research advice and other services. In no instance will portfolio securities be purchased from or sold to the Adviser, Sub-Adviser or any affiliated person of either the Fund, Adviser, or Sub-Adviser, except as may be permitted under the 1940 Actapplicable foreign regulatory agencies; d) will report regularly to Adviser and to the Board of Managers Trustees as reasonably agreed between the Adviser and Sub-Adviser, or as reasonably requested by the Board of Trustees, and will make appropriate persons available for the purpose of reviewing with representatives of Adviser and the Board of Managers Trustees on a regular basis at reasonable times agreed to by the management Adviser and Sub-Adviser, or at such times as reasonably requested by the Board of the SeriesTrustees, including, without limitation, review of the general investment strategies of the SeriesFunds, the performance of the Series Funds in relation to standard industry indices, interest rate considerations and general conditions affecting the marketplace specified benchmarks and will provide various other reports from time to time as reasonably requested by AdviserAdviser or the Board of Trustees; e) will provide to the Adviser (i) a monthly compliance checklist developed for each Fund by Adviser and Sub-Adviser, (ii) quarterly reports developed for each Fund by Adviser and Sub-Adviser, and (iii) other compliance and reporting information as requested by the Adviser or the Board of Trustees from time-to-time; f) as a service provider to the Funds will cooperate fully with the Chief Compliance Officer of the Trust in the execution of his/her responsibilities to monitor service providers to the Funds under Rule 38a-1 under the 1940 Act, including any applicable document requests; g) will prepare and maintain such books and records with respect to the Series' each Fund’s securities transactions in accordance with Section 7 herein, and will furnish Adviser and Fund's the Board of Managers Trustees such periodic and special reports as the Board of Managers or Adviser may reasonably request; fh) will prepare and cause to be filed in a timely manner Form 13F and, if required, Schedule 13G with respect to securities held for the account of the Funds subject to Sub-Adviser's supervision; i) will act upon reasonable instructions from Adviser not inconsistent with the fiduciary duties and investment objectives hereunder; gj) will treat confidentially and as proprietary information of Fund the Trust all such records and other information relative to Fund the Trust maintained by the Sub-Adviser, and will not use such records and information for any purpose other than performance of its responsibilities and duties hereunder, except after prior notification to and approval in writing by Fundthe Trust, which approval shall not be unreasonably withheld and may not be withheld where the Sub-Adviser may be exposed to civil or criminal contempt proceedings for failure to comply, when requested to divulge such information by duly constituted authorities, or when so requested by Trust, provided, however, that notwithstanding the foregoing, Sub-Adviser may disclose such information as required by applicable law, regulation or upon request by a regulator or auditor of Sub-Adviser; k) will have the sole authority and responsibility to exercise whatever powers the Adviser may possess with respect to any of its assets held in the Funds, including, but not limited to, the right to vote proxies, the power to exercise rights, options, warrants, conversion privileges, and redemption privileges, and to tender securities pursuant to a tender offer, consistent with the Sub-Adviser’s fiduciary duties hereunder; l) may not consult with any other sub-adviser of the Trust, if any, or the sub-adviser to any other investment company (or separate series of an investment company) managed by the Adviser concerning the Trust’s transactions in securities or other assets for any investment portfolio of the Trusts, including the Funds, except for the purpose of complying with the conditions of Rule 12d3-1 (a) and (b) under the 1940 Act, and except that such consultations are permitted between the current and successor sub-advisers of the Funds in order to effect an orderly transition of sub-advisory duties so long as such consultations are not concerning transactions prohibited by Section 17(a) of the 1940 Act; m) will provide reasonable assistance to the Adviser or the Trust’s custodian, as the case may be, in determining the value of any portfolio security. In addition, the Sub-Adviser shall provide the Trust’s custodian on each business day with information relating to all transactions concerning each Fund’s assets under Sub-Adviser’s supervision, and shall provide Adviser with such information upon the reasonable request of the Adviser; n) immediately notify the Adviser and the Trust to the extent required by applicable law in the event that the Sub-Adviser or any of its affiliates: (1) becomes aware that it is subject to a statutory disqualification that prevents the Sub-Adviser from serving as an investment adviser pursuant to this Agreement; or (2) becomes aware that it is the subject of an administrative proceeding or enforcement action by the SEC or other regulatory authority. The Sub-Adviser further agrees to notify the Trust and the Adviser immediately of any material fact known to the Sub-Adviser respecting or relating to the Sub-Adviser that would make any written information previously provided to the Adviser or the Trust materially inaccurate or incomplete or if any such written information becomes untrue in any material respect; and ho) will vote proxies received immediately notify the Adviser and the Trust if the Sub-Adviser suffers a material adverse change in connection its business that would materially impair its ability to perform its relevant duties for a Fund. For the purposes of this paragraph, a “material adverse change” shall include, but is not limited to, a material loss of assets or accounts under management or the departure of senior investment professionals to the extent such professionals are not replaced promptly with securities held professionals of comparable experience and quality. The Adviser and the Sub-Adviser each further agree that: a) to the extent that the Commodity Exchange Act, as amended (“CEA”), and the then-current Commodity Futures Trading Commission (“CFTC”) regulations require (i) registration by either party as a Commodity Pool Operator or Commodity Trading Advisor, (ii) specific disclosure, or as applicable to it (iii) filing of reports and other documents, each shall fully comply with such requirements; b) Sub-Adviser shall comply with all requirements of the Series consistent applicable CEA and then-current CFTC regulations that apply to Sub-Adviser with its fiduciary duties hereunderregard to the Fund, and with regard to all Funds for which it serves as Sub-Adviser; and c) Sub-Adviser shall cooperate by assisting the Adviser in fulfilling any disclosure or reporting requirements applicable to the Fund under the CEA and/or then-current CFTC regulations.

Management. Subject always to the supervision of Fundthe Company's Board of Managers Directors and the AdviserFund Manager, Sub-Adviser will furnish an provide a continuous investment program in respect of, and make investment decisions for, all assets of the Series and place all orders for the purchase Portfolio, including investment research and sale of management with respect to all securities, all on behalf of investments, cash and cash equivalents in the SeriesPortfolio. In the performance of its duties, Sub-Adviser will satisfy its fiduciary duties to the Series (as set forth below), and will monitor the Series' investments, and will comply with the provisions of Fund's Certificate of Formation and Operating Agreement, as amended determine from time to timetime what securities and other investments will be purchased, and retained or sold by the stated Portfolio. Sub-Adviser will provide the services under this Agreement in accordance with the Portfolio's investment objectives, policies and restrictions of as such are set forth in the Series. Sub-Adviser and Adviser will each make its officers and employees available to the other Portfolio's prospectus from time to time at reasonable times to review investment policies of the Series and to consult with each other regarding the investment affairs of the Seriestime. Sub-Adviser will report to Board of Managers and to Adviser with respect to the implementation of such program. Sub-Adviser is responsible for compliance with the provisions of Section 817(h) of the Internal Revenue Code of 1986, as amended, applicable to the Series. The Sub-Adviser further agrees that it: (a) will use the same skill and care in providing such services as it uses in providing services to fiduciary accounts for which it has investment responsibilities; b) will conform with all applicable Rules and Regulations of the SEC its activities in all material respects to all applicable rules and regulations adopted by the U.S. Securities and Exchange Commission (the "SEC") and will, in addition will addition, conduct its activities under this Agreement agreement in accordance with any applicable the regulations of any governmental authority pertaining to other federal and state agency which may now or in the future have jurisdiction over its investment advisory activitiesactivities under this Agreement; c(b) will place orders pursuant to its investment determinations for the Series Portfolio either directly with the issuer respective issuers or with any broker or dealer, including an affiliated broker-dealer which is a member of a national securities exchange as permitted in accordance with guidelines established by the Board of Managers. In placing orders with brokers and or dealers, the Sub-Adviser will attempt to obtain the best combination of prompt execution of orders in an effective manner net price and at the most favorable priceexecution of its orders under the circumstances. Consistent with this obligation, when the execution and price offered by Sub-Adviser believes two or more brokers or dealers are comparable in price and execution, Sub-Adviser may, in its discretion, purchase and sell portfolio securities to and from may prefer: (I) brokers and dealers who provide the Sub-Adviser with research advice and other services. In , or who recommend or sell Company shares, and (II) brokers who are affiliated with the Portfolio, Fund Manager, and/or Sub-Adviser; provided, however, that in no instance will portfolio securities be purchased from or sold to the Adviser, Sub-Adviser or any affiliated person of either the Fund, Adviser, or Sub-Adviser, except as may be permitted under the 1940 Act; d) will report regularly to Adviser and to the in principal transactions. The Board of Managers and will make appropriate persons available for the purpose of reviewing with representatives of Adviser and the Board of Managers on a regular basis at reasonable times the management Directors of the Series, including, without limitation, review of the general investment strategies of the Series, the performance of the Series in relation Company has adopted procedures pursuant to standard industry indices, interest rate considerations Rule 17a-7 and general conditions affecting the marketplace and will provide various other reports from time to time as reasonably requested by Adviser; e) will prepare and maintain such books and records Rule 17e-1 with respect to transactions between the Series' securities transactions Portfolio and will furnish Adviser affiliated persons and Fund's Board of Managers such periodic the Portfolio and special reports as the Board of Managers or Adviser may request; f) will act upon instructions from Adviser not inconsistent with the fiduciary duties hereunder; g) will treat confidentially and as proprietary information of Fund all such records and other information relative to Fund maintained by the Sub-AdviserAffiliated broker/dealers, and will not use such records and information for any purpose other than performance of its responsibilities and duties hereunder, except after prior notification to and approval in writing by Fund, respectively; which approval shall not be unreasonably withheld and may not be withheld where the procedures Sub-Adviser may be exposed expressly agrees to civil or criminal contempt proceedings for failure to comply, when requested to divulge such information by duly constituted authorities, or when so requested by Fundcomply with; and h(c) will vote proxies received in connection with securities held by provide, at its own cost, all office space, facilities and equipment necessary for the Series consistent with conduct of its fiduciary duties hereunderadvisory activities on behalf of the Portfolio.

Management. Subject always to the instructions and supervision of Fundthe Investment Adviser and the Trust's Board of Managers and Trustees, the Adviser, Sub-Adviser will furnish an provide a continuous investment program for the Fund, including investment research and management with respect to all securities and investments and cash equivalents in the Fund. The Sub-Adviser will determine from time to time what securities and other investments will be purchased, retained or sold by the Trust with respect of, to the Fund and make investment decisions for, all assets of the Series and will place all orders for the purchase and sale of securities, all orders on behalf of the SeriesTrust with respect to the Fund. In the performance of its duties, The Sub-Adviser will satisfy its fiduciary duties to provide the Series (as set forth below), and will monitor the Series' investments, and will comply services under this Agreement in accordance with the provisions of Fund's Certificate of Formation and Operating Agreement, as amended from time to time, and the stated investment objectivesobjective, policies and restrictions as stated in the Prospectus and resolutions of the Series. Sub-Adviser and Adviser will each make its officers and employees available to the other from time to time at reasonable times to review investment policies of the Series and to consult with each other regarding the investment affairs of the Series. Sub-Adviser will report to Trust's Board of Managers and to Adviser with respect to the implementation of such program. Sub-Adviser is responsible for compliance with the provisions of Section 817(h) of the Internal Revenue Code of 1986, as amended, applicable to the SeriesTrustees. The Sub-Adviser further agrees that it: (a) will use the same skill and care in providing such services as it uses in providing services to fiduciary accounts for which it has investment responsibilities; (b) will conform comply in all material respects with all applicable Rules and Regulations of the SEC in all material respects Securities and Exchange Commission and in addition will conduct its activities under this Agreement in accordance with any applicable regulations of any governmental authority pertaining to its the investment advisory activitiesactivities of the Sub-Adviser; (c) will not make loans to any person to purchase or carry units of beneficial interest ("Shares") in the Fund or make loans to the Trust; (d) will place orders pursuant to its investment determinations for the Series Fund either directly with the issuer or with any broker or dealer, including an affiliated broker-dealer which is a member of a national securities exchange as permitted in accordance with guidelines established by the Board of Managers. In placing orders with brokers and dealers, the Sub-Adviser will attempt to obtain the best combination of prompt execution of orders in an effective manner and at the most favorable price. Consistent with this obligation, when the execution and price offered by two or more brokers or dealers are comparable comparable, the Sub-Adviser may, in its discretion, purchase and sell portfolio securities to and from brokers and dealers who provide the Sub-Adviser with research advice and other services. In no instance will portfolio securities be purchased from or sold to The One Group Services Company, the Investment Adviser, the Sub-Adviser or any affiliated person of either the FundTrust, The One Group Services Company, the Investment Adviser, or the Sub-Adviser, except as may be to the extent permitted under by the 1940 Act; d) will report regularly to Adviser and to the Board of Managers and will make appropriate persons available for the purpose of reviewing with representatives of Adviser and the Board of Managers on a regular basis at reasonable times the management of the Series, including, without limitation, review of the general investment strategies of the Series, the performance of the Series in relation to standard industry indices, interest rate considerations and general conditions affecting the marketplace and will provide various other reports from time to time as reasonably requested by Adviser; (e) will prepare and maintain such books and records with respect to the Series' securities transactions and will furnish Adviser and Fund's Board of Managers such periodic and special reports as the Board of Managers or Adviser may request; f) will act upon instructions from Adviser not inconsistent with the fiduciary duties hereunder; g) will treat confidentially and as proprietary information of Fund the Trust all such records and other information relative to the Fund maintained by the Sub-Adviserand prior, present or potential shareholders, and will not use such records and information for any purpose other than in the performance of its responsibilities and duties hereunder, except after prior notification to and approval in writing by Fundthe Trust, which approval shall not be unreasonably withheld withheld. The foregoing shall not apply to any information that is publicly available when provided or thereafter becomes publicly available other than through a breach of this Agreement, or that is required or requested to be disclosed by the Securities and may Exchange Commission or any other regulatory examiner of the Sub-Adviser, any auditor of the parties hereto, by judicial or administrative process or otherwise by applicable law or regulation. Nothing herein shall restrict the Sub-Adviser's ability to publish information regarding the performance of accounts under its management; and (f) will maintain its policy and practice of conducting its fiduciary functions independently. In making investment recommendations for the Fund, the Sub-Adviser's personnel will not be withheld where inquire or take into consideration whether the issuers of securities proposed for purchase or sale for the Fund's account are customers of the Investment Adviser, the Sub-Adviser may be exposed to civil or criminal contempt proceedings for failure to complythe parents or subsidiaries or affiliates of the Investment Adviser or Sub-Adviser. In dealing with such customers, when requested to divulge such information by duly constituted authoritiesthe Sub-Adviser and its parent, subsidiaries, and affiliates will not inquire or when so requested by Fund; and h) will vote proxies received in connection with take into consideration whether securities of those customers are held by the Series consistent with its fiduciary duties hereunderTrust.

Management. Subject always to the supervision of FundTrust's Board of Managers Trustees and the Adviser, Sub-Adviser will furnish an investment program in respect of, and make investment decisions for, all assets of the Series Fund and place all orders for the purchase and sale of securities, all on behalf of the SeriesFund. In the performance of its duties, Sub-Adviser will satisfy its fiduciary duties to the Series Fund (as set forth below), and will monitor the Series' Fund's investments, and will comply with the provisions of FundTrust's Certificate Declaration of Formation Trust and Operating AgreementBy-Laws, as amended from time to time, and the stated investment objectives, policies and restrictions of the SeriesFund. Sub-Adviser and Adviser will each make its officers and employees available to the other from time to time at reasonable times to review investment policies of the Series Fund and to consult with each other regarding the investment affairs of the SeriesFund. Sub-Adviser will report to the Board of Managers Trustees and to Adviser with respect to the implementation of such program. Sub-Adviser is responsible for compliance with the provisions of Section 817(h) of the Internal Revenue Code of 1986, as amended, applicable to the SeriesFund; however, the Adviser agrees to inform the Sub-Adviser of any and all applicable state insurance law restrictions on investments that operate to limit or restrict the investments the Fund may otherwise make, and to inform the Sub-Adviser promptly of any changes in such requirements. The Sub-Adviser further agrees that it: a) will use the same skill and care in providing such services as it uses in providing services to fiduciary accounts for which it has investment responsibilities; b) will conform with all applicable Rules and Regulations of the SEC Securities and Exchange Commission in all material respects and in addition addition, and to the extent notified as set forth above with respect to applicable state insurance laws, will conduct its activities under this Agreement in accordance with any applicable regulations of any governmental authority pertaining to its investment advisory activities; c) will place orders pursuant to its investment determinations for the Series Fund either directly with the issuer or with any broker or dealer, including an affiliated broker-dealer which is a member of a national securities exchange as permitted in accordance with guidelines established by the Board of ManagersTrustees. In placing orders with brokers and dealers, the Sub-Adviser will attempt to obtain the best combination of prompt execution of orders in an effective manner and at the most favorable price. Consistent with this obligation, when the execution and price offered by two or more brokers or dealers are comparable Sub-Adviser may, in its discretion, purchase and sell portfolio securities to and from brokers and dealers who provide the Sub-Adviser with research advice and other services. Therefore, the Sub-Adviser is authorized to consider such services provided to the Fund and other accounts over which Sub-Adviser or any of its affiliates exercises investment discretion and to place orders for the purchase and sale of securities for the Fund with such brokers, subject to review by the Board of Trustees from time to time with respect to the extent and continuation of this practice. It is understood that the services provided by such brokers may be useful to Sub-Adviser in connection with its services to other clients. Sub-Adviser may, on occasions when it deems the purchase or sale of a security to be in the best interests of the Fund as well as its other clients, aggregate, to the extent permitted by applicable laws and rules, the securities to be sold or purchased in order to obtain the most favorable execution and net price. In such event, allocation of the securities so purchase or sold, as well as the expenses incurred in the transaction, will be made by Sub-Adviser in the manner it considers to be the most equitable and consistent with its obligations to the Fund and to such other clients. Sub-Adviser is not, however, required to aggregate securities orders. In no instance will portfolio securities be purchased from or sold to the Adviser, Sub-Adviser or any affiliated person of either the FundTrust, Adviser, or Sub-Adviser, except as may be permitted under the 1940 Act. In addition, joint repurchase or other accounts may not be utilized by the Fund except to the extent permitted under any exemptive order obtained by the Sub-Adviser provided that all conditions of such order are complied with; d) will report regularly to Adviser and to the Board of Managers Trustees and will make appropriate persons available for the purpose of reviewing with representatives of Adviser and the Board of Managers Trustees on a regular basis at reasonable times the management of the SeriesFund, including, without limitation, review of the general investment strategies of the SeriesFund, the performance of the Series Fund in relation to standard industry indices, interest rate considerations and general conditions affecting the marketplace and will provide various other reports from time to time as reasonably requested by Adviser; e) will prepare and maintain such books and records with respect to the Series' Fund's securities transactions and will furnish Adviser and FundTrust's Board of Managers Trustees such periodic and special reports as the Board of Managers or Adviser may request; f) will act upon instructions from Adviser not inconsistent with the fiduciary duties hereunder; g) will treat confidentially and as proprietary information of Fund Trust all such records and other information relative to Fund Trust maintained by the Sub-Adviser, and will not use such records and information for any purpose other than performance of its responsibilities and duties hereunder, except after prior notification to and approval in writing by Fund, which approval shall not be unreasonably withheld and may not be withheld where provided that the Sub-Adviser may disclose any information otherwise required to be exposed kept confidential pursuant to civil this subsection (i) to it employees, agents, affiliates and counsel on a need-to-know basis, (ii) to its examiners, auditors or criminal contempt proceedings for failure accountants or any other governmental agency or similar authority exercising jurisdiction over it, (iii) as may be required by applicable law, legal process or in connection with any litigation arising out of the subject matter of this Agreement, and (iv) to comply, when requested to divulge the extent that such information by duly constituted authorities, or when so requested by Fundis otherwise made public and such disclosure is not in breach of any confidentiality restriction; and h) will vote proxies received in connection with securities held by the Series Fund consistent with its fiduciary duties hereunder.

Management. Subject always to the supervision of FundTrust's Board of Managers Trustees and the Adviser, Sub-Adviser will furnish an investment program in respect of, and make investment decisions for, all assets of the Series Fund and place all orders for the purchase and sale of securities, all on behalf of the SeriesFund. In the performance of its duties, Sub-Adviser will satisfy its fiduciary duties to the Series Fund (as set forth below), and will monitor the Series' Fund's investments, and will comply with the provisions of FundTrust's Certificate Declaration of Formation Trust and Operating AgreementBy-Laws, as amended from time to time, and the stated investment objectives, policies and restrictions of the SeriesFund. Sub-Adviser and Adviser will each make its officers and employees available to the other from time to time at reasonable times to review investment policies of the Series Fund and to consult with each other regarding the investment affairs of the SeriesFund. Sub-Adviser will report to the Board of Managers Trustees and to Adviser with respect to the implementation of such program. Sub-Adviser is responsible for compliance with the provisions of Section 817(h) of the Internal Revenue Code of 1986, as amended, applicable to the SeriesFund. The Sub-Adviser further agrees that it: a) will use the same skill and care in providing such services as it uses in providing services to fiduciary accounts for which it has investment responsibilities; b) will conform with all applicable Rules and Regulations of the SEC Securities and Exchange Commission in all material respects and in addition will conduct its activities under this Agreement in accordance with any applicable regulations of any governmental authority pertaining to its investment advisory activities; c) will place orders pursuant to its investment determinations for the Series Fund either directly with the issuer or with any broker or dealer, including an affiliated broker-dealer which is a member of a national securities exchange as permitted in accordance with guidelines established by the Board of ManagersTrustees. In placing orders with brokers and dealers, the Sub-Adviser will attempt to obtain the best combination of prompt execution of orders in an effective manner and at the most favorable price. Consistent with this obligation, when the execution and price offered by two or more brokers or dealers are comparable Sub-Adviser may, in its discretion, purchase and sell portfolio securities to and from brokers and dealers who provide the Sub-Adviser with research advice and other services. In no instance will portfolio securities be purchased from or sold to the Adviser, Sub-Adviser or any affiliated person of either the FundTrust, Adviser, or Sub-Adviser, except as may be permitted under the 1940 Act; d) will report regularly to Adviser and to the Board of Managers Trustees and will make appropriate persons available for the purpose of reviewing with representatives of Adviser and the Board of Managers Trustees on a regular basis at reasonable times the management of the SeriesFund, including, without limitation, review of the general investment strategies of the SeriesFund, the performance of the Series Fund in relation to standard industry indices, interest rate considerations and general conditions affecting the marketplace and will provide various other reports from time to time as reasonably requested by Adviser; e) will prepare and maintain such books and records with respect to the Series' Fund's securities transactions and will furnish Adviser and FundTrust's Board of Managers Trustees such periodic and special reports as the Board of Managers or Adviser may request; f) will act upon instructions from Adviser not inconsistent with the fiduciary duties hereunder; g) will treat confidentially and as proprietary information of Fund Trust all such records and other information relative to Fund Trust maintained by the Sub-Adviser, and will not use such records and information for any purpose other than performance of its responsibilities and duties hereunder, except after prior notification to and approval in writing by FundTrust, which approval shall not be unreasonably withheld and may not be withheld where the Sub-Adviser may be exposed to civil or criminal contempt proceedings for failure to comply, when requested to divulge such information by duly constituted authorities, or when so requested by FundTrust; and h) will vote proxies received in connection with securities held by the Series Fund consistent with its fiduciary duties hereunder.

Management. Subject always to the supervision of Fund's the Adviser and the Board of Managers and the AdviserTrustees, Sub-Adviser will furnish an investment program in respect of, and make shall have full investment decisions authority and discretion for, all assets of the Series Funds and place all orders for the purchase and sale of securities, including foreign or domestic securities, and other property (including financial futures, options of any type, commodities and other derivative instruments and participatory notes of any type), all on behalf of the SeriesFunds as the Sub-Adviser shall determine in accordance with each Fund’s investment restrictions, policies and Prospectus. Sub-Adviser is authorized on behalf of the Funds to: (a) 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 (b) acknowledge the receipt of brokers’ risk disclosure statements, electronic trading disclosure statements and similar disclosures. The Sub-Adviser further shall have the authority to instruct the custodian to: (a) 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 Funds; and (b) 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 Funds with respect to any investments made pursuant to the Prospectus. Adviser and/or the Fund’s custodian will handle matters relating to the Fund participating in any class action settlements. Sub-Adviser shall not be expected to take any action with respect to legal proceedings (including, without limitation, class action lawsuits, governmental or regulatory victim funds, and bankruptcy proceedings) involving securities presently or formerly held by the Funds, or the issuers of such securities or related parties. Without Adviser’s prior consent to each transaction, Sub-Adviser shall have full discretionary authority as agent and attorney-in-fact, with full power of substitution and full authority in the Fund’s name, to (a) buy, sell, hold, exchange, convert or otherwise deal in any manner in any assets; (b) place orders for the execution of such assets and other transactions with or through such brokers, dealers, counter-parties, issuers, agents or arrangers as Sub-Adviser may select; (c) execute, on behalf of the Fund, such brokerage, derivatives, subscription and other agreements and documents (including, without limitation, ISDA and LSTA documentation) as Sub-Adviser deems necessary or appropriate in connection with the Fund’s investment activities; and (d) negotiate, enter into, make and perform any other contracts, agreements or other undertakings it may deem advisable in connection with the performance of the Sub-Adviser’s duties hereunder. In the performance of its duties, Sub-Adviser will satisfy its fiduciary duties to the Series Funds (as set forth below), and will monitor the SeriesFunds' investments, and will comply with the provisions of Fund's Certificate the Trust’s Declaration of Formation Trust and Operating AgreementBy-Laws, as amended from time to time, and the stated investment objectives, policies and restrictions of the SeriesFunds, which may be amended from time to time, provided that Sub-Adviser will be responsible for such monitoring and compliance of any amendments to the Trust’s Declaration of Trust, By-laws, investment objectives, policies, and restriction, only after Sub-Adviser’s receipt of such amendments from the Adviser, and applicable tax and regulatory requirements. Sub-Adviser and Adviser will each make its officers and employees available to the other from time to time at reasonable times to review investment policies of the Series Funds and to consult with each other regarding the investment affairs of the SeriesFunds. Sub-Adviser will report to the Board of Managers Trustees and to Adviser with respect to the implementation of such program, as reasonably requested by the Board of Trustees or the Adviser. Sub-Adviser Adviser, solely with respect to the assets of the Funds that are under its management pursuant to this Agreement, is responsible for compliance to ensure that the Funds will comply with the provisions of Section 851(b)(1), 851(b)(2) and Section 817(h) of the Internal Revenue Code of 1986, as amendedamended (“IRC”), applicable and the regulations thereunder, including, but not limited to, Treas. Reg. Section 1.817-5. If, and to the Seriesextent that, the Adviser apprises Sub-Adviser at a reasonable time after each quarter end of any non-compliance with any provisions of this Agreement or the requirements of IRC Sections 817(h), and/or 851, Sub-Adviser will take prompt action, as directed by the Adviser. Adviser will not act in a manner that would result in Sub-Adviser failing to maintain the required diversification and if the failure to diversify is inadvertent, Adviser shall in good faith and in conjunction with Sub-Adviser follow the procedures specified in Treas. Reg. Section 1.817-5(a)(2) and Revenue Procedure 2008-41 (or its successor) to request relief from the Commissioner of Internal Revenue Service. In such an event Adviser and Sub-Adviser shall work together in the preparation of any request for relief or closing agreement and, to the extent that Adviser is seeking indemnification under Section 11 hereof, no filings or agreements shall be made with the Commissioner of Internal Revenue Service without the prior written approval of Sub-Adviser. The Sub-Adviser is expressly authorized to rely upon any and all instructions, approvals and notices given on behalf of the Adviser by any one or more of those persons designated as representatives of the Trust whose names, titles and specimen signatures appear in Schedule C attached hereto. The Adviser shall provide a Secretary Certificate, Incumbency Certificate, or similar document indicating that the persons designated as representatives have the authority to bind the Trust. The Adviser may amend such Schedule C from time to time by written notice to the Sub-Adviser. The Sub-Adviser shall continue to rely upon these instructions until notified by the Adviser to the contrary. The Adviser agrees that the Sub-Adviser shall not be liable for any failure to recommend the purchase or sale of any security on behalf of any Fund on the basis of any information which might, in the Sub-Adviser’s reasonable opinion, constitute a violation of any federal or state laws, rules or regulations. The Sub-Adviser further agrees that it: a) will use the same skill and care in providing such services as it uses in providing services to fiduciary accounts its other similar client mandates for which it has investment responsibilities; b) will conform comply with all applicable Rules and Regulations of the SEC in all material respects and in addition will conduct its activities under this Agreement in accordance with any applicable regulations of any governmental authority pertaining to its investment advisory activities, including but not limited to compliance with Rule 206(4)-7 under the Investment Advisers Act of 1940, as amended (the “Advisers Act”); c) will place orders pursuant comply with all foreign laws, regulations, and regulatory requirements as set forth by applicable foreign regulatory agencies, as they apply to its investment determinations for the Series either directly with the issuer or with any broker or dealer, including an affiliated brokersub-dealer which is a member of a national securities exchange as permitted in accordance with guidelines established advisory services provided by the Board of Managers. In placing orders with brokers and dealers, the Sub-Adviser will attempt to obtain the best combination of prompt execution of orders in an effective manner and at the most favorable price. Consistent with this obligation, when the execution and price offered by two or more brokers or dealers are comparable Sub-Adviser may, in its discretion, purchase and sell portfolio securities to and from brokers and dealers who provide the Sub-Adviser with research advice and other services. In no instance will portfolio securities be purchased from or sold to the Adviser, Sub-Adviser or any affiliated person of either the Fund, Adviser, or Sub-Adviser, except as may be permitted under the 1940 ActFunds; d) will report regularly to Adviser and to the Board of Managers Trustees as reasonably agreed between the Adviser and Sub-Adviser, or as reasonably requested by the Board of Trustees, and will make appropriate persons available for the purpose of reviewing with representatives of Adviser and the Board of Managers Trustees on a regular basis at reasonable times agreed to by the management Adviser and Sub-Adviser, or at such times as reasonably requested by the Board of the SeriesTrustees, including, without limitation, review of the general investment strategies of the SeriesFunds, the performance of the Series Funds in relation to standard industry indices, interest rate considerations and general conditions affecting the marketplace specified benchmarks and will provide various other reports from time to time as reasonably requested by AdviserAdviser or the Board of Trustees; e) will provide to the Adviser (i) a monthly compliance checklist developed for each Fund by Adviser and Sub-Adviser, (ii) quarterly reports developed for each Fund by Adviser and Sub-Adviser, and (iii) other compliance and reporting information as reasonably requested by the Adviser or the Board of Trustees from time-to-time; f) as a service provider to the Funds will cooperate fully with the Chief Compliance Officer of the Trust in the execution of his/her responsibilities to monitor service providers to the Funds under Rule 38a-1 under the 1940 Act, including providing documents (such as the reports created annually pursuant to Section 206(4)-7 of the Investment Advisers Act of 1940 for each Sub-Adviser) pertaining to the sub-advisory services provided by the Sub-Adviser to the Funds as reasonably requested by the Chief Compliance Officer of the Trust, unless the provision of such documents would violate a legal or contractual restriction or order applicable to the Sub-Adviser or its affiliates; g) will prepare and maintain such books and records with respect to the Series' each Fund’s securities transactions in accordance with Section 7 herein, and will furnish Adviser and Fund's the Board of Managers Trustees such periodic and special reports as the Board of Managers or Adviser may reasonably request; fh) will prepare and cause to be filed in a timely manner Form 13F and, if required, Schedule 13G or Schedule 13D with respect to securities held for the account of the Funds subject to Sub-Adviser's supervision; i) will act upon reasonable instructions from Adviser not inconsistent with the fiduciary duties and investment objectives hereunder; gj) will treat confidentially and as proprietary information of Fund the Trust all such records and other information relative to Fund the Trust maintained by the Sub-Adviser, and will not use such records and information for any purpose other than performance of its responsibilities and duties hereunder, except after prior notification to and approval in writing by Fundthe Trust, which approval shall not be unreasonably withheld and may not be withheld where the Sub-Adviser may be exposed to civil or criminal contempt proceedings for failure to comply, when requested to divulge such information by duly constituted authorities, or when so requested by Trust, provided, however, that notwithstanding the foregoing, Sub-Adviser may disclose such information as required by applicable law, regulation or upon request by a regulator or auditor of Sub-Adviser; k) will have the sole authority and responsibility to exercise whatever powers the Adviser may possess with respect to any of its assets held in the Funds, including, but not limited to, the right to vote proxies, in accordance with the Sub-Adviser’s proxy voting guidelines, as amended from time to time, which shall be provided to the Trust and the Adviser, the power to exercise rights, options, warrants, conversion privileges, and redemption privileges, and to tender securities pursuant to a tender offer, consistent with the Sub-Adviser’s fiduciary duties hereunder; and may, at its discretion (subject to Sub-Adviser’s responsibility and liability under the terms of this Sub-Advisory Agreement), elect to use one or more third parties, including proxy voting services, in fulfilling its obligations hereunder; provided however, Adviser will, or will direct the Fund’s custodian to, send all proxy solicitation material and other related material, including interim reports, annual reports and other issuer mailings with respect to the Account, to Sub-Adviser or its agent; l) will vote and take all action related to corporate reorganization matters (e.g., conversions, tender and exchange offers, mergers, stock splits, right offerings, recapitalizations, amendments, modifications or waivers or other rights or powers); provided however, that Adviser will, or will direct the Fund’s custodian to, deliver all materials and information relating to corporate reorganization matters to Adviser or its agent; m) may not consult with any other sub-adviser of the Trust, if any, or the sub-adviser to any other investment company (or separate series of an investment company) managed by the Adviser concerning the Trust’s transactions in securities or other assets for any investment portfolio of the Trusts, including the Funds, except for the purpose of complying with the conditions of Rule 12d3-1 (a) and (b) under the 1940 Act, and except that such consultations are permitted between the current and successor sub-advisers of the Funds in order to effect an orderly transition of sub-advisory duties so long as such consultations are not concerning transactions prohibited by Section 17(a) of the 1940 Act; n) will provide reasonable assistance to the Adviser or the Trust’s custodian, as the case may be, in determining the value of any portfolio security. In addition, the Sub-Adviser shall provide the Trust’s custodian on each business day with information relating to all transactions concerning each Fund’s assets under Sub-Adviser’s supervision, and shall provide Adviser with such information upon the reasonable request of the Adviser; o) immediately notify the Adviser and the Trust to the extent required by applicable law in the event that the Sub-Adviser or any of its affiliates: (1) becomes aware that it is subject to a statutory disqualification that prevents the Sub-Adviser from serving as an investment adviser pursuant to this Agreement; or (2) becomes aware that it is the subject of an administrative proceeding or enforcement action by the SEC or other regulatory authority. The Sub-Adviser further agrees to notify the Trust and the Adviser immediately of any material fact known to the Sub-Adviser respecting or relating to the Sub-Adviser that would make any written information previously provided to the Adviser or the Trust materially inaccurate or incomplete or if any such written information becomes untrue in any material respect; and hp) will vote proxies received immediately notify the Adviser and the Trust if the Sub-Adviser suffers a material adverse change in connection its business that would materially impair its ability to perform its relevant duties for a Fund. For the purposes of this paragraph, a “material adverse change” shall include, but is not limited to, a material loss of assets or accounts under management or the departure of senior investment professionals to the extent such professionals are not replaced promptly with securities held by the Series consistent with its fiduciary duties hereunderprofessionals of comparable experience and quality.

Management. Subject always to the general supervision of Fundthe Company's Board of Managers Directors (the "Board"), Adviser will be responsible for providing a continuous investment program for the Portfolios, including investment research and management with respect to all securities, investments, cash and cash equivalents held by the Portfolios. Adviser may, with the prior written consent of the Board and the Adviser, Sub-Adviser will furnish an investment program in respect of, and make investment decisions for, all assets approval of the Series and place all orders for the purchase and sale of securities, all on behalf of the Series. In the performance of its duties, Sub-Adviser will satisfy its fiduciary duties to the Series (as set forth below), and will monitor the Series' investments, and will comply with the provisions of Fund's Certificate of Formation and Operating Agreementappropriate Company shareholders, as amended required, employ persons or entities to serve as sub-advisers to one or more Portfolios. The Adviser and/or such sub-advisers, if any, may, in their sole discretion, determine from time to timetime what securities and other investments will be purchased, retained or sold by the Portfolios. The investment activities of such sub-advisers, if any, as such services relate to the Portfolios, will at all times be subject to the general supervision and control of Adviser. Adviser will provide, through its own efforts itself and/or through the stated medium of its previously approved sub-adviser(s), the services under this Agreement in accordance with each Portfolio's investment objectives, policies and restrictions of as such are set forth in the Series. Sub-Adviser and Adviser will each make its officers and employees available to the other Prospectus from time to time at reasonable times to review investment policies of the Series and to consult with each other regarding the investment affairs of the Seriestime. Sub-Adviser will report to Board of Managers and to Adviser with respect to the implementation of such program. Sub-Adviser is responsible for compliance with the provisions of Section 817(h) of the Internal Revenue Code of 1986, as amended, applicable to the Series. The Sub-Adviser further agrees that it: (a) will use the same skill and care in providing such services as it uses in providing services Will conform its activities to fiduciary accounts for which it has investment responsibilities; b) will conform with all applicable Rules and Regulations of the SEC and will, in all material respects and in addition will addition, conduct its activities under this Agreement agreement in accordance with any applicable the regulations of any governmental authority pertaining to other Federal and State agencies which may now or in the future have jurisdiction over its investment advisory activitiesactivities under this Agreement; (b) Will monitor the investment activities of any sub-adviser which it employs to insure that such sub-adviser conducts its activities with respect to the applicable Portfolio(s) in accordance with the Prospectus and any and all federal and/or state laws and regulations relating to the applicable Portfolio(s); (c) will Will place orders, or monitor the placement of orders by sub-advisers, pursuant to its good faith investment determinations for the Series Portfolios either directly with the issuer respective issuers or with any broker or dealer, including an affiliated broker-dealer which is a member of a national securities exchange as permitted in accordance with guidelines established by the Board of Managersappropriate brokers and dealers. In placing orders with brokers and or dealers, the SubAdvisor, or sub-Adviser adviser(s) under the supervision of Adviser, will attempt to obtain the best combination of prompt execution of orders in an effective manner net price and at the most favorable priceexecution of its orders. Consistent with this obligation, when the execution and price offered by Adviser, or Adviser's duly authorized sub-adviser(s), believes two or more brokers or dealers are comparable Subin price and execution, Adviser, or Adviser's duly authorized sub-Adviser mayadviser(s), in its discretion, purchase and sell portfolio securities to and from may prefer: (I) brokers and dealers who provide the Sub-Adviser Portfolio(s) with research advice and other services. In , or who recommend or sell Company shares, and (II) brokers who are affiliated with the Company, Adviser or sub-adviser; provided, however, that in no instance will portfolio securities be purchased from or sold to the Adviser, Sub-Adviser or any affiliated person of either the Fund, Adviser, or Subsub-Adviser, except as may be permitted under the 1940 Actadviser in principal transactions; (d) will report regularly to Adviser Will provide, at its own cost, all office space, facilities and to the Board of Managers and will make appropriate persons available equipment necessary for the purpose conduct of reviewing with representatives of Adviser and the Board of Managers its advisory activities on a regular basis at reasonable times the management behalf of the Series, including, without limitation, review of the general investment strategies of the Series, the performance of the Series in relation to standard industry indices, interest rate considerations and general conditions affecting the marketplace and will provide various other reports from time to time as reasonably requested by Adviser; e) will prepare and maintain such books and records with respect to the Series' securities transactions and will furnish Adviser and Fund's Board of Managers such periodic and special reports as the Board of Managers or Adviser may request; f) will act upon instructions from Adviser not inconsistent with the fiduciary duties hereunder; g) will treat confidentially and as proprietary information of Fund all such records and other information relative to Fund maintained by the Sub-Adviser, and will not use such records and information for any purpose other than performance of its responsibilities and duties hereunder, except after prior notification to and approval in writing by Fund, which approval shall not be unreasonably withheld and may not be withheld where the Sub-Adviser may be exposed to civil or criminal contempt proceedings for failure to comply, when requested to divulge such information by duly constituted authorities, or when so requested by Fund; and h) will vote proxies received in connection with securities held by the Series consistent with its fiduciary duties hereunderCompany.

Management. Subject always to the supervision of Fund's the Adviser and the Board of Managers and the AdviserTrustees, Sub-Adviser will furnish an investment program in respect of, and make shall have full investment decisions authority and discretion for, all assets of the Series Funds and place all orders for the purchase and sale of securities, including foreign or domestic securities, and other property (including financial futures, options of any type, commodities and other derivative instruments), all on behalf of the SeriesFunds as the Sub-Adviser shall determine in accordance with each Fund’s investment restrictions, policies and Prospectus. Sub-Adviser is authorized on behalf of the Funds to: (a) 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 (b) acknowledge the receipt of brokers’ risk disclosure statements, electronic trading disclosure statements and similar disclosures. The Sub-Adviser further shall have the authority to instruct the custodian to: (a) 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 Funds; and (b) 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 Funds with respect to any investments made pursuant to the Prospectus. In the performance of its duties, Sub-Adviser will satisfy its fiduciary duties to the Series Funds (as set forth below), and will monitor the Series' Funds’ investments, and will comply with the provisions of Fund's Certificate the Trust’s Declaration of Formation Trust and Operating AgreementBy-Laws, as amended from time to time, and the stated investment objectives, policies and restrictions of the SeriesFunds, which may be amended from time to time, and applicable tax and regulatory requirements. Sub-Adviser and Adviser will each make its officers and employees available to the other from time to time at reasonable times upon prior written notice to review investment policies of the Series Funds and to consult with each other regarding the investment affairs of the SeriesFunds. Sub-Adviser will report to the Board of Managers Trustees and to Adviser with respect to the implementation of such program, as reasonably requested by the Board of Trustees or the Adviser. Sub-Adviser Adviser, solely with respect to the assets of the Funds that are under its management pursuant to this Agreement, is responsible for compliance to ensure that the Funds will comply with the provisions of Section 851 and Section 817(h) of the Internal Revenue Code of 1986, as amendedamended (“IRC”), applicable and the regulations thereunder, including, but not limited to, Treas. Reg. Section 1.817-5. Adviser will not act in a manner that would result in Sub-Adviser failing to maintain the required diversification and if the failure to diversify is inadvertent, Adviser shall in good faith and in conjunction with Sub-Adviser follow the procedures specified in Treas. Reg. Section 1.817-5(a)(2) and Revenue Procedure 2008-41 (or its successor) to request relief from the Commissioner of Internal Revenue Service. In such an event Adviser and Sub-Adviser shall work together in the preparation of any request for relief or closing agreement and, to the Seriesextent that Adviser is seeking indemnification under Section 11 hereof, no filings or agreements shall be made with the Commissioner of Internal Revenue Service without the prior written approval of Sub-Adviser. Notwithstanding the cooperation of Adviser, Sub- adviser shall be responsible for the correction of any failure attributable to its actions whether in good faith, negligent, or reckless disregard, including any penalties, taxes, and interest and for any other obligations to contract-owners and insurance company investors in the Funds. The Sub-Adviser is expressly authorized to rely upon any and all instructions, approvals and notices given on behalf of the Adviser by any one or more of those persons designated as representatives of the Trust whose names, titles and specimen signatures appear in Schedule C attached hereto. The Adviser shall provide a Secretary Certificate, Incumbency Certificate, or similar document indicating that the persons designated as representatives have the authority to bind the Trust. The Adviser may amend such Schedule C from time to time by written notice to the Sub-Adviser. The Sub-Adviser shall continue to rely upon these instructions until notified by the Adviser to the contrary. The Adviser agrees that the Sub-Adviser shall not be liable for any failure to recommend the purchase or sale of any security on behalf of any Fund on the basis of any information which might, in the Sub-Adviser’s reasonable opinion, constitute a violation of any federal or state laws, rules or regulations. The Sub-Adviser further agrees that it: a) will use the same skill and care in providing such services as it uses in providing services to fiduciary accounts its other client mandates for which it has investment responsibilities; b) will conform comply with all applicable Rules and Regulations of the SEC in all material respects and in addition will conduct its activities under this Agreement in accordance with any applicable regulations of any governmental authority pertaining to its investment advisory activities, including but not limited to compliance with Rule 206(4)-7 under the Investment Advisers Act of 1940, as amended (the “Advisers Act”); c) will place orders pursuant to its investment determinations for the Series either directly with the issuer or with any broker or dealer, including an affiliated broker-dealer which is a member of a national securities exchange as permitted in accordance with guidelines established by the Board of Managers. In placing orders with brokers and dealers, the Sub-Adviser will attempt to obtain the best combination of prompt execution of orders in an effective manner and at the most favorable price. Consistent with this obligation, when the execution and price offered by two or more brokers or dealers are comparable Sub-Adviser may, in its discretion, purchase and sell portfolio securities to and from brokers and dealers who provide the Sub-Adviser with research advice and other services. In no instance will portfolio securities be purchased from or sold to the Adviser, Sub-Adviser or any affiliated person of either the Fund, Adviser, or Sub-Adviser, except as may be permitted under the 1940 Act; d) will report regularly to Adviser and to the Board of Managers Trustees as reasonably agreed between the Adviser and Sub-Adviser, or as reasonably requested by the Board of Trustees, and will make appropriate persons available for the purpose of reviewing with representatives of Adviser and the Board of Managers Trustees on a regular basis at reasonable times agreed to by the management Adviser and Sub-Adviser, or at such times as reasonably requested by the Board of the SeriesTrustees, including, without limitation, review of the general investment strategies of the SeriesFunds, the performance of the Series Funds in relation to standard industry indices, interest rate considerations and general conditions affecting the marketplace specified benchmarks and will provide various other reports from time to time as reasonably requested by Adviser or the Board of Trustees; d) will provide to the Adviser (i) a monthly compliance checklist developed for each Fund by Adviser and Sub-Adviser, (ii) quarterly reports developed for each Fund by Adviser and Sub-Adviser, and (iii) other compliance and reporting information, as requested by the Adviser or the Board of Trustees from time-to-time in writing and upon reasonable notice; e) as a service provider to the Funds, will cooperate fully with the Chief Compliance Officer of the Trust in the execution of his/her responsibilities to monitor service providers to the Funds under Rule 38a-1 under the 1940 Act; f) will prepare and maintain such books and records with respect to the Series' each Fund’s securities transactions in accordance with Section 7 herein, and will furnish Adviser and Fund's the Board of Managers Trustees such periodic and special reports as the Board of Managers or Adviser may reasonably request; fg) will prepare and cause to be filed in a timely manner Form 13F and, if required, Schedule 13G with respect to securities held for the account of the Funds subject to Sub-Adviser’s supervision; h) will act upon reasonable instructions from Adviser not inconsistent with the fiduciary duties and investment objectives hereunder; gi) will treat confidentially and as proprietary information of Fund the Trust all such records and other information relative to Fund the Trust maintained by the Sub-Adviser, and will not use such records and information for any purpose other than performance of its responsibilities and duties hereunder, except after prior notification to and approval in writing by Fundthe Trust, which approval shall not be unreasonably withheld and may not be withheld where the Sub-Adviser may be exposed to civil or criminal contempt proceedings for failure to comply, when requested to divulge such information by duly constituted authorities, or when so requested by Trust, provided, however, that notwithstanding the foregoing, Sub-Adviser may disclose such information as required by applicable law, regulation or upon request by a regulator or auditor of Sub-Adviser; j) will have the sole authority and responsibility to exercise whatever powers the Adviser may possess with respect to any of its assets held in the Funds, including, but not limited to, the right to vote proxies, the power to exercise rights, options, warrants, conversion privileges, and redemption privileges, and to tender securities pursuant to a tender offer, consistent with the Sub-Adviser’s fiduciary duties hereunder; k) may not consult with any other sub-adviser of the Trust, if any, or the sub-adviser to any other investment company (or separate series of an investment company) managed by the Adviser concerning the Trust’s transactions in securities or other assets for any investment portfolio of the Trusts, including the Funds, except for the purpose of complying with the conditions of Rule 12d3-1 (a) and (b) under the 1940 Act, and except that such consultations are permitted between the current and successor sub-advisers of the Funds in order to effect an orderly transition of sub-advisory duties so long as such consultations are not concerning transactions prohibited by Section 17(a) of the 1940 Act; l) will provide reasonable assistance to the Adviser or the Trust’s custodian, as the case may be, in determining the value of any portfolio security. In addition, the Sub-Adviser shall provide the Trust’s custodian on each business day with information relating to all transactions concerning each Fund’s assets under Sub-Adviser’s supervision, and shall provide Adviser with such information upon the reasonable request of the Adviser; m) immediately notify the Adviser and the Trust to the extent required by applicable law in the event that the Sub-Adviser or any of its affiliates: (1) becomes aware that it is subject to a statutory disqualification that prevents the Sub-Adviser from serving as an investment adviser pursuant to this Agreement; or (2) becomes aware that it is the subject of an administrative proceeding or enforcement action by the SEC or other regulatory authority. The Sub-Adviser further agrees to notify the Trust and the Adviser immediately of any material fact known to the Sub-Adviser respecting or relating to the Sub-Adviser that would make any written information previously provided to the Adviser or the Trust materially inaccurate or incomplete or if any such written information becomes untrue in any material respect; and hn) will vote proxies received immediately notify the Adviser and the Trust if the Sub-Adviser suffers a material adverse change in connection its business that would materially impair its ability to perform its relevant duties for a Fund. For the purposes of this paragraph, a “material adverse change” shall include, but is not limited to, a material loss of assets or accounts under management or the departure of senior investment professionals who are performing services to the Funds to the extent such professionals are not replaced promptly with securities held by the Series consistent with its fiduciary duties hereunderprofessionals of comparable experience and quality.

Management. Subject always to the supervision of Fund's the Adviser, who in turn is subject to the supervision of the Board of Managers and the AdviserTrustees, Sub-Adviser will furnish an investment program in respect of, and make investment decisions for, all assets of the Series Funds and place all orders for the purchase and sale of securities, including foreign or domestic securities or other property (including financial futures and options of any type), all on behalf of the SeriesFunds. Sub-Adviser is expressly authorized to cause the assets of the Funds to be invested in Mellon Financial Corporation stock subject to applicable restrictions of the 1940 Act. In the performance of its duties, Sub-Adviser will satisfy its fiduciary duties to the Series Funds (as set forth below), and will monitor the SeriesFunds' investments, and will comply with the provisions of Fundthe Trust's Certificate Declaration of Formation Trust and Operating AgreementBy-Laws, as amended from time to time, and the stated investment objectives, policies and restrictions of the SeriesFunds as described in the Investment Objectives attached hereto as Schedule C (which may be amended from time to time). Sub-Adviser and Adviser will each make its officers and employees available to the other from time to time at reasonable times to review investment policies of the Series Funds and to consult with each other regarding the investment affairs of the SeriesFunds. Sub-Adviser will report to the Board of Managers Trustees and to Adviser with respect to the implementation of such program, as requested by the Board of Trustees or the Adviser. Sub-Adviser Adviser, solely with respect to the assets of the Funds, which are under its management pursuant to this Agreement, is responsible for compliance with the diversification provisions of Section 817(h) of 851 the Internal Revenue Code of 1986, as amendedamended ("IRC"). The Adviser agrees that the Sub-Adviser shall not be liable for any failure to recommend the purchase or sale of any security on behalf of any Fund on the basis of any information which might, applicable to in the SeriesSub-Adviser's opinion, constitute a violation of any federal or state laws, rules or regulations. If the Fund does not meet such diversification requirements at the close of any quarter by reason of a discrepancy existing immediately after the acquisition of any security or other property which is wholly or partly the result of such acquisition during such quarter the Fund shall not lose its status for such quarter as a regulated investment company if such discrepancy is eliminated within 30 days after the close of such quarter. The Sub-Adviser further agrees that it: a) will use the same skill and care in providing such services as it uses in providing services to fiduciary accounts for which it has investment responsibilities; b) will conform with all applicable Rules and Regulations of the SEC in all material respects and in addition will conduct its activities under this Agreement in accordance with any applicable regulations of any governmental authority pertaining to its investment advisory activities, including but not limited to compliance with Rule 206(4)-7 under the Investment Advisers Act of 1940, as amended; c) will place orders pursuant to its investment determinations for the Series either directly with the issuer or with any broker or dealer, including an affiliated broker-dealer which is a member of a national securities exchange as permitted in accordance with guidelines established by the Board of Managers. In placing orders with brokers and dealers, the Sub-Adviser will attempt to obtain the best combination of prompt execution of orders in an effective manner and at the most favorable price. Consistent with this obligation, when the execution and price offered by two or more brokers or dealers are comparable Sub-Adviser may, in its discretion, purchase and sell portfolio securities to and from brokers and dealers who provide the Sub-Adviser with research advice and other services. In no instance will portfolio securities be purchased from or sold to the Adviser, Sub-Adviser or any affiliated person of either the Fund, Adviser, or Sub-Adviser, except as may be permitted under the 1940 Act; d) will report regularly to Adviser and to the Board of Managers Trustees as reasonably agreed between the Adviser and Sub-Adviser and will make appropriate persons available for the purpose of reviewing with representatives of Adviser and the Board of Managers Trustees on a regular basis at reasonable times agreed to by the Adviser and Sub-Adviser, the management of the SeriesFunds, including, without limitation, review of the general investment strategies of the SeriesFunds, the performance of the Series Funds in relation to standard industry indices, interest rate considerations and general conditions affecting the marketplace specified benchmarks and will provide various other reports from time to time as reasonably requested by Adviser; d) will provide to the Adviser (i) a monthly compliance checklist developed for each Fund by Adviser and Sub-Adviser, and (ii) quarterly reports developed for each Fund by Adviser and Sub-Adviser; e) as a service provider to the Funds will cooperate fully with the Chief Compliance Officer of the Trust in the execution of his/her responsibilities to monitor service providers to the Funds under Rule 38a-1 under the 1940 Act; f) will prepare and maintain such books and records with respect to the Series' each Fund's securities transactions in accordance with Section 7 herein, and will furnish Adviser and Fund's the Board of Managers Trustees such periodic and special reports as the Board of Managers or Adviser may reasonably request; fg) will prepare and cause to be filed in a timely manner Form 13F and, if required, Schedule 13G with respect to securities held for the account of the Funds subject to Sub-Adviser's supervision; h) will act upon reasonable instructions from Adviser not inconsistent with the fiduciary duties and Investment Objectives hereunder; gi) will treat confidentially and as proprietary information of Fund the Trust all such records and other information relative to Fund the Trust maintained by the Sub-Adviser, and will not use such records and information for any purpose other than performance of its responsibilities and duties hereunder, except after prior notification to and approval in writing by Fundthe Trust, which approval shall not be unreasonably withheld and may not be withheld where the Sub-Adviser may be exposed to civil or criminal contempt proceedings for failure to comply, when requested to divulge such information by duly constituted authorities, or when so requested by FundTrust, PROVIDED, HOWEVER, that notwithstanding the foregoing, Sub-Adviser may disclose such information as required by applicable law, regulation or upon request by a regulator or auditor of Sub-Adviser; and hj) will vote proxies received in connection with securities held by the Series Funds consistent with its fiduciary duties hereunder.

Management. Subject always to the supervision of Fund's the Trust’s Board of Managers and Trustees, the Adviser, Sub-Investment Adviser will furnish an provide or cause to be provided a continuous investment program for each Fund identified on Schedule A hereto, including investment research and management with respect to all securities and investments and cash equivalents in such Funds. The Investment Adviser will determine or cause to be determined from time to time what securities and other investments will be purchased, retained or sold by the Trust with respect of, to each Fund identified on Schedule A hereto and make investment decisions for, all assets of the Series and will place all or cause to be placed orders for the purchase and sale of securities, all on behalf of the SeriesTrust with respect to such Fund. In the performance of its duties, Sub-The Investment Adviser will satisfy its fiduciary duties to provide the Series (as set forth below), and will monitor the Series' investments, and will comply services under this Agreement in accordance with the provisions of each Fund's Certificate of Formation and Operating Agreement, as amended from time to time, and the stated ’s investment objectivesobjective, policies and restrictions as stated in the Prospectuses, resolutions of the Series. Sub-Adviser Trust’s Board of Trustees, and Adviser will each make its officers and employees available any undertakings with state or other regulatory authorities which are provided by the Trust to the other from time to time at reasonable times to review investment policies of the Series and to consult with each other regarding the investment affairs of the Series. Sub-Adviser will report to Board of Managers and to Adviser with respect to the implementation of such program. Sub-Adviser is responsible for compliance with the provisions of Section 817(h) of the Internal Revenue Code of 1986, as amended, applicable to the SeriesInvestment Adviser. The Sub-Investment Adviser further agrees that it: (a) will use the same skill and care in providing such services as it uses in providing services to fiduciary accounts for which it has investment responsibilities; (b) will conform comply in all material respects with all applicable Rules and Regulations of the SEC in all material respects Securities and Exchange Commission under the Investment Company Act of 1940 and in addition will conduct its activities under this Agreement in accordance with any applicable regulations of any governmental authority pertaining to its the investment advisory activitiesactivities of the Investment Adviser; (c) will not make loans to any person to purchase or carry units of beneficial interest (“shares”) in the Trust or make loans to the Trust; (d) will place or cause to be placed orders pursuant to its investment determinations for the Series Funds identified on Schedule A hereto either directly with the issuer or with any broker or dealerdealer and, including an affiliated broker-dealer which is a member of a national securities exchange as permitted in accordance with guidelines established by the Board of Managers. In placing orders with brokers and dealers, the SubInvestment Adviser or any sub-investment adviser employed by the Investment Adviser will attempt to obtain the best combination of prompt execution of orders in an effective manner and at the most favorable price. Consistent with this obligation, when the execution and price offered by two or more brokers or dealers are comparable Subcomparable, Investment Adviser or any sub-investment adviser employed by the Investment Adviser may, in its discretion, purchase and sell portfolio securities to and from brokers and dealers who provide the Sub-Investment Adviser or any such sub- investment adviser with research advice and other services. In no instance will portfolio securities be purchased from or sold to the principal distributor of the Trust (the “Distributor”), the Investment Adviser, Subany sub-Adviser investment adviser employed by the Investment Adviser, or any affiliated person (as defined in the Investment Company Act of 1940) of either the FundTrust, the Distributor, the Investment Adviser, or Subany sub-investment adviser employed by the Investment Adviser, except as may be permitted under the 1940 Act;. d) will report regularly to Adviser and to the Board of Managers and will make appropriate persons available for the purpose of reviewing with representatives of Adviser and the Board of Managers on a regular basis at reasonable times the management of the Series, including, without limitation, review of the general investment strategies of the Series, the performance of the Series in relation to standard industry indices, interest rate considerations and general conditions affecting the marketplace and will provide various other reports from time to time as reasonably requested by Adviser; (e) will prepare and maintain such books and records with respect to the Series' securities transactions and will furnish Adviser and Fund's Board of Managers such periodic and special reports as the Board of Managers or Adviser may request; f) will act upon instructions from Adviser not inconsistent with the fiduciary duties hereunder; g) will treat confidentially and as proprietary information of Fund the Trust all such records and other information relative to Fund maintained by the Sub-AdviserTrust and prior, present, or potential shareholders of the Trust learned by, or disclosed to, the Investment Adviser in the course of its performance of its responsibilities and duties under this Agreement, and will not use such records and information for any purpose other than performance of its responsibilities and duties hereunder, except after prior notification to and approval in writing by Fundthe Trust, which approval shall not be unreasonably withheld and may not be withheld where the Sub-Investment Adviser may be exposed to civil civil, regulatory, or criminal contempt proceedings sanctions for failure to comply, comply when requested to divulge such information by duly constituted authorities, or when so requested by Fundthe Trust; and h(f) will vote proxies received in connection maintain its policy and practice of conducting its fiduciary functions independently. In making investment recommendations for the Trust, the Investment Adviser’s personnel will not inquire or take into consideration whether the issuers of securities proposed for purchase or sale for the Trust’s account are customers of the Investment Adviser, or the parents or subsidiaries or affiliates of the Investment Adviser unless so required by applicable law. In dealing with its customers, the Investment Adviser and its parents, subsidiaries, and affiliates will not inquire or take into consideration whether securities of those customers are held by the Series consistent with its fiduciary duties hereunderTrust.

Management. Subject always to the supervision of Fundthe Trust's Board of Managers and Trustees, the Adviser, Sub-Investment Adviser will furnish an provide a continuous investment program in respect of, and make investment decisions for, all assets of the Series and place all orders for the purchase Fund(s), including investment research and sale of securities, management with respect to all on behalf of securities and investments and cash equivalents in the SeriesFund(s). In the performance of its duties, Sub-The Investment Adviser will satisfy its fiduciary duties to the Series (as set forth below), and will monitor the Series' investments, and will comply with the provisions of Fund's Certificate of Formation and Operating Agreement, as amended from time to time, and the stated investment objectives, policies and restrictions of the Series. Sub-Adviser and Adviser will each make its officers and employees available to the other determine from time to time at reasonable times to review investment policies of what securities and other investments will be purchased, retained or sold by the Series and to consult with each other regarding the investment affairs of the Series. Sub-Adviser will report to Board of Managers and to Adviser Trust with respect to the implementation of such programFund(s). Sub-The Investment Adviser is responsible for compliance will provide the services under this Agreement in accordance with each Fund's investment objectives, policies, and restrictions as stated in the provisions of Section 817(h) Prospectus and resolutions of the Internal Revenue Code Trust's Board of 1986, as amended, applicable to the SeriesTrustees. The Sub-Investment Adviser further agrees that it: (a) will use the same skill and care in providing such services as it uses in providing services to fiduciary its other accounts for which it has investment responsibilities; (b) will conform with all applicable Rules and Regulations of the SEC Commission under the 1940 Act and, in all material respects and in addition addition, will conduct its activities under this Agreement in accordance with any applicable regulations of any governmental authority pertaining to its the investment advisory activitiesactivities of the Investment Adviser; (c) will place or cause to be placed orders pursuant to its investment determinations for the Series a Fund either directly with the issuer or with any broker or dealer. Subject to the provisions of Section 28(e) of the Securities Exchange Act of 1934, including as amended, the Investment Adviser may effect securities transactions which cause the Fund to pay an affiliated broker-amount of commission in excess of the amount of commission another broker or dealer which would have charged, provided that the Investment Adviser determined in good faith that such amount of commission is a member reasonable in relation to the value of a national securities exchange as permitted in accordance with guidelines established brokerage and research services provided by the Board broker or dealer utilized by the Investment Adviser. However, a broker or dealer's sale or promotion of Managers. In placing orders with brokers and dealers, Fund shares shall not be a factor considered by the Sub-Investment Adviser will attempt to obtain the best combination of prompt execution of orders in an effective manner and at the most favorable price. Consistent with this obligation, when the execution and price offered by two or more its personnel responsible for selecting brokers or dealers are comparable Sub-to effect securities transactions on behalf of the Fund(s), nor shall the Investment Adviser may, in its discretion, purchase and sell portfolio securities enter into any agreement or understanding under which it will direct brokerage transactions or revenue generated by those transactions to and from brokers and or dealers who provide the Sub-Adviser with research advice and other servicesto pay for distribution of Fund shares. In no instance will portfolio securities be purchased from or sold to the Trust's principal underwriter, the Investment Adviser, Sub-Adviser or any affiliated person of either the FundTrust, Adviserthe Trust's principal underwriter, or Sub-the Investment Adviser, except as may be to the extent permitted under by the 1940 ActAct and the Commission; (d) will report regularly to Adviser and to the Board of Managers and will make appropriate persons available for the purpose of reviewing with representatives of Adviser and the Board of Managers on a regular basis at reasonable times the management of the Series, including, without limitation, review of the general investment strategies of the Series, the performance of the Series in relation to standard industry indices, interest rate considerations and general conditions affecting the marketplace and will provide various other reports from time to time as reasonably requested by Adviser; e) will prepare and maintain such all books and records with respect to the Series' securities transactions of the Fund(s) and will furnish Adviser and Fundthe Trust's Board of Managers Trustees with such periodic and special reports as the Board of Managers or Adviser may request;; and f) will act upon instructions from Adviser not inconsistent with the fiduciary duties hereunder; g(e) will treat confidentially and as proprietary information of Fund the Trust all such records and other information relative to Fund maintained by the Sub-AdviserTrust and the Fund(s), including a Fund's portfolio holdings, and prior, present, or potential shareholders, and will not use such records and information for any purpose other than performance of its responsibilities and duties hereunder, except after prior notification to and approval in writing by Fundthe Trust, which approval shall not be unreasonably withheld and may not be withheld where the Sub-Investment Adviser may be exposed to civil or criminal contempt proceedings for failure to comply, comply when requested to divulge such information by duly constituted authorities, or when so requested by Fundthe Trust. The Investment Adviser may, subject to the approval of the Trust's Board of Trustees, appoint a sub-adviser to provide the services contemplated hereunder; and h) will vote proxies received in connection with securities held provided, however, that the Investment Adviser shall not be relieved of any of its obligations under this Agreement by the Series consistent with appointment of such sub-adviser and provided further, that the Investment Adviser shall be responsible, to the extent provided in Section 8 hereof for all acts of such sub-adviser as if such acts were its fiduciary duties hereunderown.

Management. Subject always to the supervision of Fund's the Adviser and the Board of Managers and the AdviserTrustees, Sub-Adviser will furnish an investment program in respect of, and make shall have full investment decisions authority and discretion for, all assets of the Series Funds and place all orders for the purchase and sale of securities, including foreign or domestic securities, and other property (including financial futures, options of any type, commodities and other derivative instruments), all on behalf of the SeriesFunds as the Sub-Adviser shall determine in accordance with each Fund’s investment restrictions, policies and Prospectus. Sub-Adviser is authorized on behalf of the Funds to: (a) 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 (b) acknowledge the receipt of brokers’ risk disclosure statements, electronic trading disclosure statements and similar disclosures. The Sub-Adviser further shall have the authority to instruct the custodian to: (a) 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 Funds; and (b) 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 Funds with respect to any investments made pursuant to the Prospectus. In the performance of its duties, Sub-Adviser will satisfy its fiduciary duties to the Series Funds (as set forth below), and will monitor the SeriesFunds' investments, and will comply with the provisions of Fund's Certificate the Trust’s Declaration of Formation Trust and Operating AgreementBy-Laws, as amended from time to time, and the stated investment objectives, policies and restrictions of the SeriesFunds, which may be amended from time to time, and applicable tax and regulatory requirements. Sub-Adviser and Adviser will each make its officers and employees available to the other from time to time at reasonable times to review investment policies of the Series Funds and to consult with each other regarding the investment affairs of the SeriesFunds. Sub-Adviser will report to the Board of Managers Trustees and to Adviser with respect to the implementation of such program, as reasonably requested by the Board of Trustees or the Adviser. Sub-Adviser Adviser, solely with respect to the assets of the Funds that are under its management pursuant to this Agreement, is responsible for compliance to ensure that the Funds will comply with the provisions of Section 851 and Section 817(h) of the Internal Revenue Code of 1986, as amendedamended (“IRC”), applicable and the regulations thereunder, including, but not limited to, Treas. Reg. Section 1.817-5. Adviser will not act in a manner that would result in Sub-Adviser failing to maintain the required diversification and if the failure to diversify is inadvertent, Adviser shall in good faith and in conjunction with Sub-Adviser follow the procedures specified in Treas. Reg. Section 1.817-5(a)(2) and Revenue Procedure 2008-41 (or its successor) to request relief from the Commissioner of Internal Revenue Service. In such an event Adviser and Sub-Adviser shall work together in the preparation of any request for relief or closing agreement and, to the Seriesextent that Adviser is seeking indemnification under Section 11 hereof, no filings or agreements shall be made with the Commissioner of Internal Revenue Service without the prior written approval of Sub-Adviser. Notwithstanding the cooperation of Adviser, Sub- adviser shall be responsible for the correction of any failure attributable to its actions whether in good faith, negligent, or reckless disregard, including any penalties, taxes, and interest and for any other obligations to contract-owners and insurance company investors in the Funds. The Sub-Adviser is expressly authorized to rely upon any and all instructions, approvals and notices given on behalf of the Adviser by any one or more of those persons designated as representatives of the Trust whose names, titles and specimen signatures appear in Schedule C attached hereto. The Adviser shall provide a Secretary Certificate, Incumbency Certificate, or similar document indicating that the persons designated as representatives have the authority to bind the Trust. The Adviser may amend such Schedule C from time to time by written notice to the Sub-Adviser. The Sub-Adviser shall continue to rely upon these instructions until notified by the Adviser to the contrary. The Adviser agrees that the Sub-Adviser shall not be liable for any failure to recommend the purchase or sale of any security on behalf of any Fund on the basis of any information which might, in the Sub-Adviser’s reasonable opinion, constitute a violation of any federal or state laws, rules or regulations. The Sub-Adviser further agrees that it: a) will use the same skill and care in providing such services as it uses in providing services to fiduciary accounts its other client mandates for which it has investment responsibilities; b) will conform comply with all applicable Rules and Regulations of the SEC in all material respects and in addition will conduct its activities under this Agreement in accordance with any applicable regulations of any governmental authority pertaining to its investment advisory activities, including but not limited to compliance with Rule 206(4)-7 under the Investment Advisers Act of 1940, as amended (the “Advisers Act”); c) will place orders pursuant to its investment determinations for the Series either directly comply with the issuer or with any broker or dealerall foreign laws, including an affiliated broker-dealer which is a member of a national securities exchange regulations, and regulatory requirements as permitted in accordance with guidelines established set forth by the Board of Managers. In placing orders with brokers and dealers, the Sub-Adviser will attempt to obtain the best combination of prompt execution of orders in an effective manner and at the most favorable price. Consistent with this obligation, when the execution and price offered by two or more brokers or dealers are comparable Sub-Adviser may, in its discretion, purchase and sell portfolio securities to and from brokers and dealers who provide the Sub-Adviser with research advice and other services. In no instance will portfolio securities be purchased from or sold to the Adviser, Sub-Adviser or any affiliated person of either the Fund, Adviser, or Sub-Adviser, except as may be permitted under the 1940 Actapplicable foreign regulatory agencies; d) will report regularly to Adviser and to the Board of Managers Trustees as reasonably agreed between the Adviser and Sub-Adviser, or as reasonably requested by the Board of Trustees, and will make appropriate persons available for the purpose of reviewing with representatives of Adviser and the Board of Managers Trustees on a regular basis at reasonable times agreed to by the management Adviser and Sub-Adviser, or at such times as reasonably requested by the Board of the SeriesTrustees, including, without limitation, review of the general investment strategies of the SeriesFunds, the performance of the Series Funds in relation to standard industry indices, interest rate considerations and general conditions affecting the marketplace specified benchmarks and will provide various other reports from time to time as reasonably requested by AdviserAdviser or the Board of Trustees; e) will provide to the Adviser (i) a monthly compliance checklist developed for each Fund by Adviser and Sub-Adviser, (ii) quarterly reports developed for each Fund by Adviser and Sub-Adviser, and (iii) other compliance and reporting information as requested by the Adviser or the Board of Trustees from time-to-time; f) as a service provider to the Funds will cooperate fully with the Chief Compliance Officer of the Trust in the execution of his/her responsibilities to monitor service providers to the Funds under Rule 38a-1 under the 1940 Act, including any applicable document requests; g) will prepare and maintain such books and records with respect to the Series' each Fund’s securities transactions in accordance with Section 7 herein, and will furnish Adviser and Fund's the Board of Managers Trustees such periodic and special reports as the Board of Managers or Adviser may reasonably request; fh) will prepare and cause to be filed in a timely manner Form 13F and, if required, Schedule 13G with respect to securities held for the account of the Funds subject to Sub-Adviser's supervision; i) will act upon reasonable instructions from Adviser not inconsistent with the fiduciary duties and investment objectives hereunder; gj) will treat confidentially and as proprietary information of Fund the Trust all such records and other information relative to Fund the Trust maintained by the Sub-Adviser, and will not use such records and information for any purpose other than performance of its responsibilities and duties hereunder, except after prior notification to and approval in writing by Fundthe Trust, which approval shall not be unreasonably withheld and may not be withheld where the Sub-Adviser may be exposed to civil or criminal contempt proceedings for failure to comply, when requested to divulge such information by duly constituted authorities, or when so requested by Trust, provided, however, that notwithstanding the foregoing, Sub-Adviser may disclose such information as required by applicable law, regulation or upon request by a regulator or auditor of Sub-Adviser; k) will have the sole authority and responsibility to exercise whatever powers the Adviser may possess with respect to any of its assets held in the Funds, including, but not limited to, the right to vote proxies, the power to exercise rights, options, warrants, conversion privileges, and redemption privileges, and to tender securities pursuant to a tender offer, consistent with the Sub-Adviser’s fiduciary duties hereunder; l) may not consult with any other sub-adviser of the Trust, if any, or the sub-adviser to any other investment company (or separate series of an investment company) managed by the Adviser concerning the Trust’s transactions in securities or other assets for any investment portfolio of the Trusts, including the Funds, except for the purpose of complying with the conditions of Rule 12d3-1 (a) and (b) under the 1940 Act, and except that such consultations are permitted between the current and successor sub-advisers of the Funds in order to effect an orderly transition of sub-advisory duties so long as such consultations are not concerning transactions prohibited by Section 17(a) of the 1940 Act; m) will provide reasonable assistance to the Adviser or the Trust’s custodian, as the case may be, in determining the value of any portfolio security. In addition, the Sub-Adviser shall provide the Trust’s custodian on each business day with information relating to all transactions concerning each Fund’s assets under Sub-Adviser’s supervision, and shall provide Adviser with such information upon the reasonable request of the Adviser; n) immediately notify the Adviser and the Trust to the extent required by applicable law in the event that the Sub-Adviser or any of its affiliates: (1) becomes aware that it is subject to a statutory disqualification that prevents the Sub-Adviser from serving as an investment adviser pursuant to this Agreement; or (2) becomes aware that it is the subject of an administrative proceeding or enforcement action by the SEC or other regulatory authority. The Sub-Adviser further agrees to notify the Trust and the Adviser immediately of any material fact known to the Sub-Adviser respecting or relating to the Sub-Adviser that would make any written information previously provided to the Adviser or the Trust materially inaccurate or incomplete or if any such written information becomes untrue in any material respect; and ho) will vote proxies received immediately notify the Adviser and the Trust if the Sub-Adviser suffers a material adverse change in connection its business that would materially impair its ability to perform its relevant duties for a Fund. For the purposes of this paragraph, a “material adverse change” shall include, but is not limited to, a material loss of assets or accounts under management or the departure of senior investment professionals to the extent such professionals are not replaced promptly with securities held professionals of comparable experience and quality. The Adviser and the Sub-Adviser each further agree that: a) to the extent that the Commodity Exchange Act, as amended (“CEA”), and the then-current Commodity Futures Trading Commission (“CFTC”) regulations require (i) registration by either party as a Commodity Pool Operator or Commodity Trading Advisor, (ii) specific disclosure, or as applicable to it (iii) filing of reports and other documents, each shall fully comply with such requirements; b) Sub-Adviser shall comply with all requirements of the Series consistent applicable CEA and then-current CFTC regulations that apply to Sub-Adviser with its fiduciary duties hereunder.regard to the Fund, and with regard to all Funds for which it serves as Sub-Adviser; and

Management. Subject always to the supervision of the Fund's Board of Managers and Directors, the Adviser, Sub-Investment Adviser will furnish an provide or cause to be provided a continuous investment program for the Fund, including investment research and management with respect to all securities and investments and cash equivalents in respect ofthe Fund. The Investment Adviser will determine or cause to be determined from time to time what securities and other investments will be purchased, retained or sold by the Fund and make investment decisions for, all assets of the Series and will place all or cause to be placed orders for the purchase and sale of securities, all on behalf of the SeriesFund. In the performance of its duties, Sub-The Investment Adviser will satisfy its fiduciary duties to provide the Series (as set forth below), and will monitor the Series' investments, and will comply services under this Agreement in accordance with the provisions of Fund's Certificate of Formation and Operating Agreement, as amended from time to time, and the stated investment objectivesobjective, policies and restrictions as stated in the Private Offering Memorandum, resolutions of the Series. Sub-Adviser Fund's Board of Directors, and Adviser will each make its officers and employees available any undertakings with regulatory authorities which are provided by the Fund to the other from time to time at reasonable times to review investment policies of the Series and to consult with each other regarding the investment affairs of the Series. Sub-Adviser will report to Board of Managers and to Adviser with respect to the implementation of such program. Sub-Adviser is responsible for compliance with the provisions of Section 817(h) of the Internal Revenue Code of 1986, as amended, applicable to the SeriesInvestment Adviser. The Sub-Investment Adviser further agrees that it: (a) will use the same skill and care in providing such services as it uses in providing services to fiduciary accounts for which it has investment responsibilities; (b) will conform comply in all material respects with all applicable Rules and Regulations of the SEC in all material respects Securities and Exchange Commission under the Investment Company Act of 1940 and in addition will conduct its activities under this Agreement in accordance with any applicable regulations of any governmental authority pertaining to its the investment advisory activitiesactivities of the Investment Adviser; (c) will place or cause to be placed orders pursuant to its investment determinations for the Series Fund either directly with the issuer or with any broker or dealerdealer and, including an affiliated broker-dealer which is a member of a national securities exchange as permitted in accordance with guidelines established by the Board of Managers. In placing orders with brokers and dealers, the SubInvestment Adviser or any sub-investment adviser employed by the Investment Adviser will attempt to obtain the best combination of prompt execution of orders in an effective manner and at the most favorable price. Consistent with this obligation, when the execution and price offered by two or more brokers or dealers are comparable Subcomparable, the Investment Adviser or any sub-investment adviser employed by the Investment Adviser may, in its discretion, purchase and sell portfolio securities to and from brokers and dealers who provide the Sub-Investment Adviser or any such subinvestment adviser with research advice and other services. In no instance will portfolio securities be purchased from or sold to the Adviser, Sub-Adviser or any affiliated person of either the Fund, Adviser, or Sub-Adviser, except as may be permitted under the 1940 Act;; and (d) will report regularly to Adviser and to the Board of Managers and will make appropriate persons available for the purpose of reviewing with representatives of Adviser and the Board of Managers on a regular basis at reasonable times the management of the Series, including, without limitation, review of the general investment strategies of the Series, the performance of the Series in relation to standard industry indices, interest rate considerations and general conditions affecting the marketplace and will provide various other reports from time to time as reasonably requested by Adviser; e) will prepare and maintain such books and records with respect to the Series' securities transactions and will furnish Adviser and Fund's Board of Managers such periodic and special reports as the Board of Managers or Adviser may request; f) will act upon instructions from Adviser not inconsistent with the fiduciary duties hereunder; g) will treat confidentially and as proprietary information of the Fund all such records and other information relative to the Fund maintained by and prior, present, or potential shareholders of the Sub-AdviserFund learned by, or disclosed to, the Investment Adviser in the course of its performance of its responsibilities and duties under this Agreement, and will not use such records and information for any purpose other than performance of its responsibilities and duties hereunder, except after prior notification to and approval in writing by the Fund, which approval shall not be unreasonably withheld and may not be withheld where the Sub-Investment Adviser may be exposed to civil civil, regulatory, or criminal contempt proceedings sanctions for failure to comply, comply when requested to divulge such information by duly constituted authorities, or when so requested by the Fund; and h) will vote proxies received in connection with securities held by the Series consistent with its fiduciary duties hereunder.

Management. (a) Subject always to the supervision of Fund's the Board of Managers and the Adviser, the Sub-Adviser will furnish an investment program in respect of, and make investment decisions for, all assets of the Series and place all orders for the purchase and sale of securities, all on behalf of the Series. In the performance of its duties, the Sub-Adviser will satisfy its fiduciary duties to the Series (as set forth in Section 3(b) below), and will monitor the Series' investments, and will comply with the provisions of Fund's Certificate of Formation Trust and Operating AgreementDeclaration of Trust, as amended from time to time, and the stated investment objectives, policies and restrictions of the Series. The Sub-Adviser and the Adviser will each make its officers and employees available to the other from time to time at reasonable times to review investment policies of the Series and to consult with each other regarding the investment affairs of the Series. The Sub-Adviser will report to the Board of Managers and to the Adviser with respect to the implementation of such program. The Sub-Adviser is responsible for compliance with the provisions of Section 817(h) of the Internal Revenue Code of 1986, as amended, applicable to the Series. . (b) The Sub-Adviser further agrees that itit will: a(i) will use the same skill and care in providing such services as it uses in providing services to fiduciary accounts for which it has investment responsibilities; b(ii) will conform with all applicable Rules rules and Regulations regulations of the SEC in all material respects and in addition will conduct its activities under this Agreement in accordance with any applicable regulations of any governmental authority pertaining to its investment advisory activities; c(iii) will place orders pursuant to its investment determinations for the Series either directly with the issuer or with any broker or dealer, including an affiliated broker-dealer which is a member of a national securities exchange as permitted in accordance with guidelines established by the Board of ManagersBoard. In placing orders with brokers and dealers, the Sub-Adviser will attempt to obtain the best combination of prompt execution of orders in an effective manner and at the most favorable price. Consistent with this obligation, when the execution and price offered by two or more brokers or dealers are comparable comparable, the Sub-Adviser may, in its discretion, purchase and sell portfolio securities to and from brokers and dealers who provide the Sub-Adviser with research advice and other services. In no instance will portfolio securities be purchased from or sold to the Adviser, the Sub-Adviser or any affiliated person of either the Fund, the Adviser, or the Sub-Adviser, except as may be permitted under the 1940 Act; d(iv) will report regularly to the Adviser and to the Board of Managers and will make appropriate persons available for the purpose of reviewing with representatives of the Adviser and the Board of Managers on a regular basis at reasonable times the management of the Series, including, without limitation, review of the general investment strategies of the Series, the performance of the Series in relation to standard industry indices, interest rate considerations and general conditions affecting the marketplace and will provide various other reports from time to time as reasonably requested by the Adviser; e(v) will prepare and maintain such books and records with respect to the Series' securities transactions and will furnish the Adviser and Fund's Board of Managers such periodic and special reports as the Board of Managers or the Adviser may request; f(vi) will act upon instructions from the Adviser not inconsistent with the fiduciary duties hereunder; g(vii) will treat confidentially and as proprietary information of the Fund all such records and other information relative to the Fund maintained by the Sub-Adviser, and will not use such records and information for any purpose other than performance of its responsibilities and duties hereunder, except after prior notification to and approval in writing by the Fund, which approval shall not be unreasonably withheld and may not be withheld where the Sub-Adviser may be exposed to civil or criminal contempt proceedings for failure to comply, when requested to divulge such information by duly constituted authorities, or when so requested by Fund; and h(viii) will vote proxies received in connection with securities held by the Series consistent with its fiduciary duties hereunder.

Management. Subject always to the supervision of Fundthe Trust's Board of Managers and Trustees, the Adviser, Sub-Investment Adviser will furnish an provide a continuous investment program in for the Trust, including investment research and management with respect of, to all securities and make investment decisions for, all assets investments and cash equivalents of the Series and place all orders for the purchase and sale of securities, all on behalf of the SeriesFunds. In the performance of its duties, Sub-The Investment Adviser will satisfy its fiduciary duties to the Series (as set forth below), and will monitor the Series' investments, and will comply with the provisions of Fund's Certificate of Formation and Operating Agreement, as amended determine from time to timetime what securities and other investments will be purchased, and retained or sold by the stated Trust with respect to a Fund. The Investment Adviser will provide the services under this Agreement in accordance with the Trust's investment objectivesobjective, policies and restrictions as stated in the Prospectus and resolutions of the Series. Sub-Adviser and Adviser will each make its officers and employees available to the other from time to time at reasonable times to review investment policies of the Series and to consult with each other regarding the investment affairs of the Series. Sub-Adviser will report to Trust's Board of Managers and to Adviser with respect to the implementation of such program. Sub-Adviser is responsible for compliance with the provisions of Section 817(h) of the Internal Revenue Code of 1986, as amended, applicable to the SeriesTrustees. The Sub-Investment Adviser further agrees that it: (a) will use the same skill and care in providing such services as it uses in providing services to any fiduciary accounts for which it has investment responsibilities; (b) will conform with all applicable Rules and Regulations of the SEC in all material respects Securities and Exchange Commission and in addition will conduct its activities under this Agreement in accordance with any applicable regulations of any governmental authority pertaining to its the investment advisory activitiesactivities of the Investment Adviser; (c) will place orders pursuant to its investment determinations for the Series Trust either directly with the issuer or with any broker or dealer, including an affiliated broker-dealer which is a member of a national securities exchange as permitted in accordance with guidelines established by the Board of Managers. In placing orders with brokers and dealers, the Sub-Investment Adviser will attempt to obtain the best combination of prompt execution of orders in an effective manner and at the most favorable price. Consistent with this obligation, when the execution and price offered by two or more brokers or dealers are comparable Sub-comparable, the Investment Adviser may, in its discretion, purchase and sell portfolio securities to and from brokers and dealers who provide the Sub-Investment Adviser with research advice and other services. In no instance will Unless and until appropriate procedures are adopted by the Trustees of the Trust under Rule 17e-1 of the 1940 Act and unless the provisions of such Rule are complied with, portfolio securities will not be purchased from or sold to BISYS Fund Services, the Investment Adviser, Sub-Adviser or any affiliated person of either the FundTrust, AdviserBISYS Fund Services, or Sub-the Investment Adviser, except as may be permitted under the 1940 Act; (d) will report regularly to Adviser and to the Board of Managers and will make appropriate persons available for the purpose of reviewing with representatives of Adviser and the Board of Managers on a regular basis at reasonable times the management of the Series, including, without limitation, review of the general investment strategies of the Series, the performance of the Series in relation to standard industry indices, interest rate considerations and general conditions affecting the marketplace and will provide various other reports from time to time as reasonably requested by Adviser; e) will prepare and maintain such all books and records with respect to the Series' Trust's securities transactions and will furnish Adviser and Fundthe Trust's Board of Managers Trustees such periodic and special reports as the Board of Managers or Adviser may request;; and f) will act upon instructions from Adviser not inconsistent with the fiduciary duties hereunder; g(e) will treat confidentially and as proprietary information of Fund the Trust all such records and other information relative to Fund maintained by the Sub-AdviserTrust and prior, present or potential interestholders, and will not use such records and information for any purpose other than performance of its responsibilities and duties hereunder, except after prior notification to and approval in writing by Fundthe Trust, which approval shall not be unreasonably withheld and may not be withheld where Exhibit D the Sub-Investment Adviser may be exposed to civil or criminal contempt proceedings for failure to comply, when requested to divulge such information by duly constituted authorities, or when so requested by Fund; and h) will vote proxies received in connection with securities held by the Series consistent with its fiduciary duties hereunderTrust.

Management. Subject always to the supervision of FundTrust's Board of Managers Trustees and the Adviser, Sub-Adviser will furnish an investment program in respect of, and make investment decisions for, all assets of the Series Fund and place all orders for the purchase and sale of securities, all on behalf of the SeriesFund. In the performance of its duties, Sub-Adviser will satisfy its fiduciary duties to the Series Fund (as set forth below), and will monitor the Series' Fund's investments, and will comply with the provisions of FundTrust's Certificate Declaration of Formation Trust and Operating AgreementBy-Laws, as amended from time to time, and the stated investment objectives, policies and restrictions of the SeriesFund. Sub-Adviser and Adviser will each make its officers and employees available to the other from time to time at reasonable times to review investment policies of the Series Fund and to consult with each other regarding the investment affairs of the SeriesFund. Sub-Adviser will report to the Board of Managers Trustees and to Adviser with respect to the implementation of such program. Sub-Adviser is responsible for compliance with the provisions of Section 817(h) of the Internal Revenue Code of 1986, as amended, applicable to the SeriesFund. The Sub-Adviser further agrees that it: a) will use the same skill and care in providing such services as it uses in providing services to fiduciary accounts for which it has investment responsibilities; b) will conform with all applicable Rules and Regulations of the SEC Securities and Exchange Commission in all material respects and in addition will conduct its activities under this Agreement in accordance with any applicable regulations of any governmental authority pertaining to its investment advisory activities; c) will place orders pursuant to its investment determinations for the Series Fund either directly with the issuer or with any broker or dealer, including an affiliated broker-dealer which is a member of a national securities exchange as permitted in accordance with guidelines established by the Board of ManagersTrustees. In placing orders with brokers and dealers, the Sub-Adviser will attempt to obtain the best combination of prompt execution of orders in an effective manner and at the most favorable price. Consistent with this obligation, when the execution and price offered by two or more brokers or dealers are comparable Sub-Adviser may, in its discretion, purchase and sell portfolio securities to and from brokers and dealers who provide the Sub-Adviser with research advice and other services. In no instance will portfolio securities be purchased from or sold to the Adviser, Sub-Sub- Adviser or any affiliated person of either the FundTrust, Adviser, or Sub-Adviser, except as may be permitted under the 1940 Act; d) will report regularly to Adviser and to the Board of Managers Trustees and will make appropriate persons available for the purpose of reviewing with representatives of Adviser and the Board of Managers Trustees on a regular basis at reasonable times the management of the SeriesFund, including, without limitation, review of the general investment strategies of the SeriesFund, the performance of the Series Fund in relation to standard industry indices, interest rate considerations and general conditions affecting the marketplace and will provide various other reports from time to time as reasonably requested by Adviser; e) will prepare and maintain such books and records with respect to the Series' Fund's securities transactions and will furnish Adviser and FundTrust's Board of Managers Trustees such periodic and special reports as the Board of Managers or Adviser may request; f) will act upon instructions from Adviser not inconsistent with the fiduciary duties hereunder; g) will treat confidentially and as proprietary information of Fund Trust all such records and other information relative to Fund Trust maintained by the Sub-Adviser, and will not use such records and information for any purpose other than performance of its responsibilities and duties hereunder, except after prior notification to and approval in writing by FundTrust, which approval shall not be unreasonably withheld and may not be withheld where the Sub-Adviser may be exposed to civil or criminal contempt proceedings for failure to comply, when requested to divulge such information by duly constituted authorities, or when so requested by FundTrust; and h) will vote proxies received in connection with securities held by the Series Fund consistent with its fiduciary duties hereunder.. The Adviser and the Sub-Adviser each further agree that: a) to the extent that the Commodity Exchange Act, as amended ("CEA"), and the then-current Commodity Futures Trading Commission ("CFTC") regulations require (i) registration by either party as a Commodity Pool Operator ("CPO") or Commodity Trading Advisor ("CTA"), (ii) specific disclosure, or as applicable to it (iii) filing of reports and other documents, each shall comply with such requirements; b) Sub-Adviser shall comply with all requirements of the applicable CEA and then-current CFTC regulations that apply to Sub-Adviser with regard to the Fund, and with regard to all Funds for which it serves as Sub-Adviser; and

Management. Subject always to the supervision of Fund's the Adviser and the Board of Managers and the AdviserTrustees, Sub-Adviser will furnish an investment program in respect of, and make shall have full investment decisions authority and discretion for, all assets of the Series Funds and place all orders for the purchase and sale of securities, including foreign or domestic securities, and other property (including financial futures, options of any type, commodities and other derivative instruments), all on behalf of the SeriesFunds as the Sub-Adviser shall determine in accordance with each Fund’s investment restrictions, policies and Prospectus. Sub-Adviser is authorized on behalf of the Funds to: (a) 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 (b) acknowledge the receipt of brokers’ risk disclosure statements, electronic trading disclosure statements and similar disclosures. The Sub-Adviser further shall have the authority to instruct the custodian to: (a) 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 Funds; and (b) 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 Funds with respect to any investments made pursuant to the Prospectus. In the performance of its duties, Sub-Adviser will satisfy its fiduciary duties to the Series Funds (as set forth below), and will monitor the SeriesFunds' investments, and will comply with the provisions of Fund's Certificate the Trust’s Declaration of Formation Trust and Operating AgreementBy-Laws, as amended from time to time, and the stated investment objectives, policies and restrictions of the SeriesFunds, which may be amended from time to time, and applicable tax and regulatory requirements. Sub-Adviser and Adviser will each make its officers and employees available to the other from time to time at reasonable times to review investment policies of the Series Funds and to consult with each other regarding the investment affairs of the SeriesFunds. Sub-Adviser will report to the Board of Managers Trustees and to Adviser with respect to the implementation of such program, as reasonably requested by the Board of Trustees or the Adviser. Sub-Adviser Adviser, solely with respect to the assets of the Funds that are under its management pursuant to this Agreement, is responsible for compliance to ensure that the Funds will comply with the provisions of Section 851 and Section 817(h) of the Internal Revenue Code of 1986, as amendedamended (“IRC”), applicable and the regulations thereunder, including, but not limited to, Treas. Reg. Section 1.817-5. Adviser will not act in a manner that would result in Sub-Adviser failing to maintain the required diversification and if the failure to diversify is inadvertent, Adviser shall in good faith and in conjunction with Sub-Adviser follow the procedures specified in Treas. Reg. Section 1.817-5(a)(2) and Revenue Procedure 2008-41 (or its successor) to request relief from the Commissioner of Internal Revenue Service. In such an event Adviser and Sub-Adviser shall work together in the preparation of any request for relief or closing agreement and, to the Seriesextent that Adviser is seeking indemnification under Section 11 hereof, no filings or agreements shall be made with the Commissioner of Internal Revenue Service without the prior written approval of Sub-Adviser. Notwithstanding the cooperation of Adviser, Sub-Adviser shall be responsible for the correction of any failure attributable to its failure to act in accordance with the standard of care set forth in this Agreement. The Sub-Adviser is expressly authorized to rely upon any and all instructions, approvals and notices given on behalf of the Adviser by any one or more of those persons designated as representatives of the Trust whose names, titles and specimen signatures appear in Schedule C attached hereto. The Adviser shall provide a Secretary Certificate, Incumbency Certificate, or similar document indicating that the persons designated as representatives have the authority to bind the Trust. The Adviser may amend such Schedule C from time to time by written notice to the Sub-Adviser. The Sub-Adviser shall continue to rely upon these instructions until notified by the Adviser to the contrary. The Adviser agrees that the Sub-Adviser shall not be liable for any failure to recommend the purchase or sale of any security on behalf of any Fund on the basis of any information which might, in the Sub-Adviser’s reasonable opinion, constitute a violation of any federal or state laws, rules or regulations. The Sub-Adviser further agrees that it: a) will use the same skill and care in providing such services as it uses in providing services to fiduciary accounts its other client mandates for which it has investment responsibilities; b) will conform comply with all applicable Rules and Regulations of the SEC in all material respects and in addition will conduct its activities under this Agreement in accordance with any applicable regulations of any governmental authority pertaining to its investment advisory activities, including but not limited to compliance with Rule 206(4)-7 under the Investment Advisers Act of 1940, as amended (the “Advisers Act”); c) will place orders pursuant to its investment determinations for the Series either directly with the issuer or with any broker or dealer, including an affiliated broker-dealer which is a member of a national securities exchange as permitted in accordance with guidelines established by the Board of Managers. In placing orders with brokers and dealers, the Sub-Adviser will attempt to obtain the best combination of prompt execution of orders in an effective manner and at the most favorable price. Consistent with this obligation, when the execution and price offered by two or more brokers or dealers are comparable Sub-Adviser may, in its discretion, purchase and sell portfolio securities to and from brokers and dealers who provide the Sub-Adviser with research advice and other services. In no instance will portfolio securities be purchased from or sold to the Adviser, Sub-Adviser or any affiliated person of either the Fund, Adviser, or Sub-Adviser, except as may be permitted under the 1940 Act; d) will report regularly to Adviser and to the Board of Managers Trustees as reasonably agreed between the Adviser and Sub-Adviser, or as reasonably requested by the Board of Trustees, and will make appropriate persons available for the purpose of reviewing with representatives of Adviser and the Board of Managers Trustees on a regular basis at reasonable times agreed to by the management Adviser and Sub-Adviser, or at such times as reasonably requested by the Board of the SeriesTrustees, including, without limitation, review of the general investment strategies of the SeriesFunds, the performance of the Series Funds in relation to standard industry indices, interest rate considerations and general conditions affecting the marketplace specified benchmarks and will provide various other reports from time to time as reasonably requested by Adviser or the Board of Trustees; d) will provide to the Adviser (i) a monthly compliance checklist developed for each Fund by Adviser and Sub-Adviser, (ii) quarterly reports developed for each Fund by Adviser and Sub-Adviser, and (iii) other compliance and reporting information as requested by the Adviser or the Board of Trustees from time-to-time; e) as a service provider to the Funds, will cooperate fully with the Chief Compliance Officer of the Trust in the execution of his/her responsibilities to monitor service providers to the Funds under Rule 38a-1 under the 1940 Act; f) will prepare and maintain such books and records with respect to the Series' each Fund’s securities transactions in accordance with Section 7 herein, and will furnish Adviser and Fund's the Board of Managers Trustees such periodic and special reports as the Board of Managers or Adviser may reasonably request; fg) will prepare and cause to be filed in a timely manner Form 13F and, if required, Schedule 13G with respect to securities held for the account of the Funds subject to Sub-Adviser's supervision; h) will act upon reasonable instructions from Adviser not inconsistent with the fiduciary duties and investment objectives hereunder; gi) will treat confidentially and as proprietary information of Fund the Trust all such records and other information relative to Fund the Trust maintained by the Sub-Adviser, and will not use such records and information for any purpose other than performance of its responsibilities and duties hereunder, except after prior notification to and approval in writing by Fundthe Trust, which approval shall not be unreasonably withheld and may not be withheld where the Sub-Adviser may be exposed to civil or criminal contempt proceedings for failure to comply, when requested to divulge such information by duly constituted authorities, or when so requested by Trust, provided, however, that notwithstanding the foregoing, Sub-Adviser may disclose such information as required by applicable law, regulation or upon request by a regulator or auditor of Sub-Adviser; j) will have the sole authority and responsibility to exercise whatever powers the Adviser may possess with respect to any of its assets held in the Funds, including, but not limited to, the right to vote proxies, the power to exercise rights, options, warrants, conversion privileges, and redemption privileges, and to tender securities pursuant to a tender offer, consistent with the Sub-Adviser’s fiduciary duties hereunder; k) may not consult with any other sub-adviser of the Trust, if any, or the sub-adviser to any other investment company (or separate series of an investment company) managed by the Adviser concerning the Trust’s transactions in securities or other assets for any investment portfolio of the Trusts, including the Funds, except for the purpose of complying with the conditions of Rule 12d3-1 (a) and (b) under the 1940 Act, and except that such consultations are permitted between the current and successor sub-advisers of the Funds in order to effect an orderly transition of sub-advisory duties so long as such consultations are not concerning transactions prohibited by Section 17(a) of the 1940 Act; l) will provide reasonable assistance to the Adviser or the Trust’s custodian, as the case may be, in determining the value of any portfolio security. In addition, the Sub-Adviser shall provide the Trust’s custodian on each business day with information relating to all transactions concerning each Fund’s assets under Sub-Adviser’s supervision, and shall provide Adviser with such information upon the reasonable request of the Adviser; m) immediately notify the Adviser and the Trust to the extent required by applicable law in the event that the Sub-Adviser or any of its affiliates: (1) becomes aware that it is subject to a statutory disqualification that prevents the Sub-Adviser from serving as an investment adviser pursuant to this Agreement; or (2) becomes aware that it is the subject of an administrative proceeding or enforcement action by the SEC or other regulatory authority. The Sub-Adviser further agrees to notify the Trust and the Adviser immediately of any material fact known to the Sub-Adviser respecting or relating to the Sub-Adviser that would make any written information previously provided to the Adviser or the Trust materially inaccurate or incomplete or if any such written information becomes untrue in any material respect; and hn) will vote proxies received immediately notify the Adviser and the Trust if the Sub-Adviser suffers a material adverse change in connection its business that would materially impair its ability to perform its relevant duties for a Fund. For the purposes of this paragraph, a “material adverse change” shall include, but is not limited to, a material loss of assets or accounts under management or the departure of senior investment professionals to the extent such professionals are not replaced promptly with securities held by the Series consistent with its fiduciary duties hereunderprofessionals of comparable experience and quality.

Management. Subject always to the supervision of Fundthe Company's Board of Managers and Directors, the Adviser, Sub-Investment Adviser will furnish an provide a continuous investment program in respect of, and make investment decisions for, all assets for each portfolio of the Series Company, including investment guidelines and place management with respect to all orders for securities and investments and cash equivalents held by the purchase existing portfolios and sale of securitiessuch other portfolios (hereinafter collectively, all on behalf of the Series"Portfolios") offered by the Company and identified by the Company as appropriate. In the performance of its duties, Sub-The Investment Adviser will satisfy its fiduciary duties to the Series (as set forth below), and will monitor the Series' investments, and will comply with the provisions of Fund's Certificate of Formation and Operating Agreement, as amended from time to time, and the stated investment objectives, policies and restrictions of the Series. Sub-Adviser and Adviser will each make its officers and employees available to the other determine from time to time at reasonable times to review what securities and other investments will be purchased, retained, or sold by the Company. The Investment Adviser will provide the services under this Agreement in accordance with the Company's investment policies objective, policies, and restrictions as stated in the Prospectuses and resolutions of the Series and to consult with each other regarding the investment affairs of the Series. Sub-Adviser will report to Company's Board of Managers and to Adviser with respect to the implementation of such program. Sub-Adviser is responsible for compliance with the provisions of Section 817(h) of the Internal Revenue Code of 1986, as amended, applicable to the SeriesDirectors. The Sub-Investment Adviser further agrees that it: (a) will use the same skill and care in providing such services as it uses in providing services to fiduciary accounts for which it has investment responsibilities; b) will conform with all applicable Rules and Regulations of the SEC in all material respects Securities and Exchange Commission and will in addition will conduct its activities under this Agreement in accordance with any applicable regulations of any governmental authority the Comptroller of the Currency pertaining to its the investment advisory activitiesactivities of national banks; (b) will not make loans to any person to purchase or carry the Company's shares or make loans to the Company; (c) will place orders pursuant to its investment determinations for the Series Company on behalf of its portfolios either directly with the issuer or with any broker or dealer, including an affiliated broker-dealer which is a member of a national securities exchange as permitted in accordance with guidelines established by the Board of Managers. In placing orders with brokers and dealers, dealers the Sub-primary consideration of the Investment Adviser will attempt to obtain be the best combination of prompt execution of orders in an effective manner and at the most favorable price. Consistent with Subject to this obligationconsideration, when the execution and price offered by two or more brokers or dealers are comparable Sub-Adviser may, in its discretion, purchase and sell portfolio securities to and from brokers and dealers who provide supplemental research to the Sub-Investment Adviser may receive orders for transactions with research advice and other servicesthe Company. In no instance will portfolio securities be purchased from or sold to the Adviser, Sub-Adviser CoreStates Financial Corp or any affiliated person of either the Fund, Adviser, Fund or Sub-Adviser, except as may be permitted under the 1940 Act;CoreStates Financial Corp. (d) will report regularly to Adviser and to the Board of Managers and will make appropriate persons available for the purpose of reviewing with representatives of Adviser and the Board of Managers on a regular basis at reasonable times the management of the Series, including, without limitation, review of the general investment strategies of the Series, the performance of the Series in relation to standard industry indices, interest rate considerations and general conditions affecting the marketplace and will provide various other reports from time to time as reasonably requested by Adviser; e) will prepare and maintain such all books and records with respect to the Series' Company's portfolio securities transactions and will furnish Adviser and Fundthe Company's Board of Managers Directors such periodic and special reports as the Board of Managers or Adviser may request; f) will act upon instructions from Adviser not inconsistent with the fiduciary duties hereunder; g(e) will treat confidentially and as proprietary information of Fund the Company all such records and other information relative to Fund maintained by the Sub-AdviserCompany and prior, present, or potential shareholders, and will not use such records and information for any purpose other than performance of its responsibilities and duties hereunder, except after prior notification to and approval in writing by Fundthe Company, which approval shall not be unreasonably withheld and may not be withheld where the Sub-Investment Adviser may be exposed to civil or criminal contempt proceedings for failure to comply, when requested to divulge such information by duly constituted authorities, or when so requested by Fund; andthe Company; h(f) will vote proxies received in connection with provide to the Company and the Company's other service providers, at such intervals as may be reasonably requested by the Company, information relating to (i) the performance of services by the Investment Adviser hereunder, and (ii) market quotations of portfolio securities held by the Series consistent Company on behalf of its Portfolios; (g) will direct and use its best efforts to cause the broker or dealer involved in any portfolio transaction with its fiduciary duties hereunderthe Company to send a written confirmation of such transaction to the Company's Custodian and Transfer Agent; and (h) will not purchase shares of the Company for itself or for accounts with respect to which it is exercising sole investment discretion in connection with such transactions.

Management. Subject always to the supervision of Fund's Trust’s Board of Managers Trustees and the Adviser, Sub-Adviser will furnish an investment program in respect of, and make provide directions to the Adviser with respect to all investment decisions for, all assets of the Series and place all orders for the purchase and sale of securities, all on behalf of the SeriesFund. In the performance of its duties, Sub-Adviser will satisfy its fiduciary duties to the Series Fund (as set forth below), and will monitor the Series' Fund’s investments, and will comply with the provisions of Fund's Certificate Trust’s Declaration of Formation Trust and Operating AgreementBy-Laws, as amended from time to time, and the stated investment objectives, policies and restrictions of the SeriesFund. Sub-Adviser and Adviser will each make its officers and employees available to the other from time to time at reasonable times to review investment policies of the Series Fund and to consult with each other regarding the investment affairs of the SeriesFund. Sub-Adviser will report to the Board of Managers Trustees and to Adviser with respect to the implementation of such program. The Sub-Adviser is and the Adviser are responsible for compliance with the provisions of Section 817(h) of the Internal Revenue Code of 1986, as amended, applicable to the Series. Funds as appropriate and to the extent applicable; provided, however, that the Sub-Adviser shall not be responsible where the non-compliance of the Funds with Section 817(h) of the Internal Revenue Code of 1986, as amended, is directly caused by the failure of a registered investment company in which the Funds invests to comply with such Section.” The Sub-Adviser further agrees that it: a) will use the same skill and care in providing such services as it uses in providing services to fiduciary accounts for which it has investment responsibilities; b) will conform with all applicable Rules and Regulations of the SEC Securities and Exchange Commission in all material respects and in addition will conduct its activities under this Agreement in accordance with any applicable regulations of any governmental authority pertaining to its investment advisory activities; c) will place orders pursuant be the responsibility of the Adviser to its investment determinations execute all portfolio transactions for the Series either directly with Fund and that the issuer or with any broker or dealerAdviser will direct all incoming cash, including an affiliated broker-dealer which is a member of a national securities exchange maintain the allocations as permitted in accordance with guidelines established directed by the Board of Managers. In placing orders with brokers and dealers, the Sub-Adviser will attempt to obtain the best combination of prompt execution of orders in an effective manner and at the most favorable price. Consistent with this obligation, when the execution and price offered by two or more brokers or dealers are comparable Sub-Adviser may, in its discretion, purchase and sell portfolio securities to and from brokers and dealers who provide the Sub-Adviser with research advice and other services. In no instance will portfolio securities be purchased from or sold to the Adviser, Sub-Adviser or any affiliated person of either the Fund, Adviser, or Sub-Adviser, except as may be permitted under the 1940 Actall required financial reporting; d) will report regularly to Adviser and to the Board of Managers Trustees and will make appropriate persons available for the purpose of reviewing with representatives of Adviser and the Board of Managers Trustees on a regular basis at reasonable times the management of the SeriesFund, including, without limitation, review of the general investment strategies of the SeriesFund, the performance of the Series Fund in relation to standard industry indices, interest rate considerations and general conditions affecting the marketplace and will provide various other reports from time to time as reasonably requested by Adviser; e) will prepare and maintain such books and records with respect to the Series' Fund’s securities transactions and will furnish Adviser and Fund's Trust’s Board of Managers Trustees such periodic and special reports as the Board of Managers or Adviser may reasonably request; f) will act upon instructions from Adviser not inconsistent with the fiduciary duties hereunder;; and g) will treat confidentially and as proprietary information of Fund Trust all such records and other information relative to Fund Trust maintained by the Sub-Adviser, and will not use such records and information for any purpose other than performance of its responsibilities and duties hereunder, except after prior notification to and approval in writing by FundTrust, which approval shall not be unreasonably withheld and may not be withheld where the Sub-Adviser may be exposed to civil or criminal contempt proceedings for failure to comply, when requested to divulge such information by duly constituted authorities, or when so requested by Trust. The Adviser and the Sub-Adviser each further agree that: a) to the extent that the Commodity Exchange Act, as amended (“CEA”), and the then-current Commodity Futures Trading Commission (“CFTC”) regulations require (i) registration by either party as a Commodity Pool Operator or Commodity Trading Advisor, (ii) specific disclosure, or as applicable to it (iii) filing of reports and other documents, each shall comply with such requirements; b) Sub-Adviser shall comply with all requirements of the applicable CEA and then-current CFTC regulations that apply to Sub-Adviser with regard to the Fund, and with regard to all Funds for which it serves as Sub-Adviser; and hc) will vote proxies received Sub-Adviser shall cooperate by assisting the Adviser in connection with securities held by fulfilling any disclosure or reporting requirements applicable to the Series consistent with its fiduciary duties hereunderFund under the CEA and/or then-current CFTC regulations.

Management. Subject always to the supervision of Fund's the Trust’s Board of Managers Trustees and the Adviser, Sub-Adviser will furnish an investment program in respect of, and make investment decisions for, all assets of the Series Funds and place all orders for the purchase and sale of securities, including foreign or domestic securities, and other property (including, without limitation, exchange traded funds, financial futures, options of any type, commodities and commodity related notes and derivatives, swaps and forwards and other derivative instruments), all on behalf of the SeriesFunds as the Sub-Adviser shall determine in accordance with each Fund’s investment restrictions, objectives and policies set forth in the applicable Prospectus delivered by the Adviser to the Sub-Adviser. In the performance of its duties, Sub-Adviser will satisfy its fiduciary duties to the Series Fund (as set forth below), and will monitor the Series' Funds’ investments, and will comply with the provisions of Fund's Certificate Trust’s Declaration of Formation Trust and Operating AgreementBy-Laws, as amended from time to time, the Trust’s Registration Statement, as amended and filed with the SEC, and the stated investment objectives, policies and restrictions of the SeriesFunds. Sub-Adviser and Adviser will each make its officers and employees available to the other from time to time at reasonable times to review the investment policies of the Series Funds and to consult with each other regarding the investment affairs of the SeriesFunds. Sub-Adviser will report from time to time as reasonably requested to the Board of Managers Trustees and to Adviser with respect to the implementation of such program. Sub-Adviser is responsible for compliance with the provisions of Section 817(h) of the Internal Revenue Code of 1986, as amended, applicable to the SeriesFunds based on the Subadviser’s internal books and records. In furtherance of this duty, the Sub-Adviser, on behalf of the Fund, is authorized, in its discretion and without prior consultation with the Fund or the Adviser, to: a) buy, sell, exchange, convert, lend, and otherwise trade in any stocks, bonds, and other securities or assets; and b) directly or through the trading desk of X. Xxxx Price Associates, Inc., and X. Xxxx Price International, Inc. place orders and negotiate the commissions (if any) for the execution of transactions in securities or other assets with or through such brokers, dealers, underwriters or issuers as the Sub-Adviser may select. Sub-Adviser will report to the Board of Trustees and to Adviser with respect to the implementation of such program. Additionally, Sub-Adviser is authorized on behalf of the Funds to: (a) enter into, terminate or settle agreements and transactions and execute any documents (e.g., any derivatives documentation for exchange traded and over-the-counter derivatives, as applicable) in connection with its services provided hereunder which shall include any market and/or industry standard documentation and the standard representations contained therein, including, without limitation, the pre-printed form 1992 and/or 2002 ISDA Master Agreement (the “ISDA Form”) and the related Schedules, Credit Support Annexes and Confirmations (collectively, the “ISDA Master Agreement”) and the Master Securities Forward Transaction Agreement (the “MSFTA”) and the related Schedules, Annexes and Confirmations (collectively, the “MSFTA Master Agreement”) and (b) acknowledge the receipt of brokers’ risk disclosure statements, electronic trading disclosure statements and similar disclosures. The Sub-Adviser is authorized to act as agent for each Fund to negotiate, execute and deliver futures give-up agreements with brokers or dealers. In performing these services, Sub-Adviser shall be entitled to rely upon the Fund’s quarterly certification which Adviser will provide to the Sub-Adviser on or before June 13, 2012 and promptly after each calendar quarter, a form of which is attached hereto as Schedule C. The Sub-Adviser is authorized to act as agent for the Funds pursuant to any collateral control agreement the Adviser has established on behalf of the Funds in connection with an ISDA Master Agreement or MSFTA Master Agreement. The Adviser acknowledges and understands that the Funds will be bound by any such trading accounts established, and agreements and other documentation executed, by the Sub-Adviser for such investment purposes. The Sub-Adviser is not required to execute foreign currency trades through the Custodian but may, in its sole discretion and in accordance with its fiduciary duty, select the custodian or counterparties for the execution of foreign currency transactions. The Sub-Adviser further agrees that it: a) will use the same skill and care in providing such services as it uses in providing services to other fiduciary accounts for which it has investment responsibilities; b) will conform with all applicable Rules and Regulations of the SEC Securities and Exchange Commission in all material respects and in addition will conduct its activities under this Agreement in accordance with any applicable regulations of any governmental authority pertaining to its investment advisory activities; c) will place orders pursuant to its investment determinations for the Series either directly with the issuer or with any broker or dealerwill, including an affiliated broker-dealer which is a member of a national securities exchange as permitted in accordance with guidelines established by the Board of Managers. In placing orders with brokers and dealersbroker/dealers for the purchase or sale of portfolio securities, the Sub-Adviser will attempt to obtain quality execution at favorable security prices; provided that, on behalf of the best combination of prompt execution of orders in an effective manner and at Fund, the most favorable price. Consistent with this obligation, when the execution and price offered by two or more brokers or dealers are comparable Sub-Adviser may, in its discretion, purchase agree to pay a broker/dealer that furnishes brokerage or research services as such services are defined under Section 28(e) of the Securities Exchange Act of 1934, as amended (“1934 Act”), a higher commission than that which might have been charged by another broker/dealer for effecting the same transactions, if the Sub-Adviser determines in good faith that such commission is reasonable in relation to the brokerage and sell portfolio securities to and from brokers and dealers who provide research services provided by the broker/dealer, viewed in terms of either that particular transaction or the overall responsibilities of the Sub-Adviser with research advice and other servicesrespect to the accounts as to which it exercises investment discretion (as such term is defined under Section 3(a)(35) of the 1934 Act). In no instance will portfolio securities be purchased from or sold to the Sub-Adviser, Sub-Adviser or any affiliated person thereof, except in accordance with the federal securities laws and rules and regulations thereunder; d) may, on occasions when the Sub-Adviser deems the purchase or sale of either a security to be in the Fund, Adviser, or best interest of the Fund as well as other clients of the Sub-Adviser, except to the extent permitted by applicable laws and regulations may, but shall be under no obligation to, aggregate the securities to be purchased or sold to attempt to obtain a more favorable price or lower brokerage commissions and efficient execution. In such event, allocation of the securities so purchased or sold, as may well as the expenses incurred in the transaction, will be permitted under made by the 1940 ActSub-Adviser in the manner the Sub-Adviser considers to be the most equitable and consistent with its fiduciary obligations to the Fund and to its fiduciary obligations to the Fund and to its other clients; de) will report regularly to Adviser and to the Board of Managers Trustees and will make appropriate persons available for the purpose of reviewing with representatives of Adviser and the Board of Managers Trustees on a regular basis at reasonable times the management of the SeriesFunds, including, without limitation, review of the general investment strategies of the SeriesFunds, the performance of the Series Funds in relation to standard industry indices, interest rate considerations and general conditions affecting the marketplace and will provide various other reports from time to time as reasonably requested mutually agreed upon by Adviserboth parties; ef) will prepare and maintain such books and records with respect to the Series' Funds’ securities transactions and will furnish Adviser and Fund's Trust’s Board of Managers Trustees such periodic and special reports as the Board of Managers or Adviser may request; f) will act mutually agreed upon instructions from Adviser not inconsistent with the fiduciary duties hereunderby both parties; g) will treat confidentially and as proprietary information of Fund Trust all such records and other information relative to Fund Trust maintained by the Sub-Adviser, and will not use such records and information for any purpose other than performance of its responsibilities and duties hereunder, except after prior notification to and approval in writing by FundTrust, which approval shall not be unreasonably withheld and may not be withheld where the Sub-Adviser may be exposed to civil or criminal contempt proceedings for failure to comply, when requested to divulge such information by duly constituted authorities, or when so requested by Fund; andTrust; h) will receive the research and recommendations of Adviser with respect to the investment and reinvestment of the assets of the Funds; and i) will, provided custodian promptly forwards proxies to Sub-Adviser, vote proxies received in connection with securities held by the Series Funds consistent with its fiduciary duties hereunder. The Adviser and the Sub-Adviser each further agree that: a) Sub-Adviser and Adviser shall comply with all requirements of the applicable Commodity Exchange Act, as amended (“CEA”) and then-current CFTC regulations that apply to Sub-Adviser with regard to the Funds; and b) Sub-Adviser and Adviser shall cooperate by assisting in fulfilling any disclosure or reporting requirements applicable to the Fund under the CEA and/or then-current CFTC regulations.

Management. Subject always to the supervision of Fund's the Adviser, who in turn is subject to the supervision of the Board of Managers and the AdviserTrustees, Sub-Adviser will furnish an investment program in respect of, and make investment decisions for, all assets of the Series Funds and place all orders for the purchase and sale of securities, including foreign or domestic securities or other property (including financial futures and options of any type), all on behalf of the SeriesFunds. Sub-Adviser is expressly authorized to cause the assets of the Funds to be invested in The Bank of New York Mellon Corporation stock. Adviser and/or the Fund’s custodian will handle matters relating to the Fund participating in any class action settlements and Sub-Adviser shall not have any obligations thereto. Without Adviser’s prior consent to each transaction, Sub-Adviser shall have full discretionary authority as agent and attorney-in-fact, with full power of substitution and full authority in the Fund’s name, to (a) buy, sell, hold, exchange, convert or otherwise deal in any manner in any assets; (b) place orders for the execution of such assets and other transactions with or through such brokers, dealers, counter-parties, issuers, agents or arrangers as Sub-Adviser may select; (c) execute, on behalf of the Fund, such brokerage, derivatives, subscription and other agreements and documents (including, without limitation, ISDA, LSTA, and/or Master Securities Forward Transaction Agreement or MSFTA documentation) as Sub-Adviser deems necessary or appropriate in connection with the Fund’s investment activities; and (d) negotiate, enter into, make and perform any other contracts, agreements or other undertakings it may deem advisable in connection with the performance of the Sub-Adviser’s duties hereunder. In the performance of its duties, Sub-Adviser will satisfy its fiduciary duties to the Series Funds (as set forth below), and will monitor the Series' Funds’ investments, and will comply with the provisions of Fund's Certificate Trust’s Declaration of Formation Trust and Operating AgreementBy-Laws, as amended from time to time, and the stated investment objectives, policies and restrictions of the SeriesFunds as described in the Investment Objectives outlined in the Prospectus and/or the Statement of Additional Information of the applicable Fund delivered to, and approved by, Sub-Adviser in accordance with Section 2, which may be amended from time to time. Sub-Adviser and Adviser will each make its officers and employees available to the other from time to time at reasonable times to review investment policies of the Series Funds and to consult with each other regarding the investment affairs of the SeriesFunds. Sub-Adviser will report to the Board of Managers Trustees and to Adviser with respect to the implementation of such program. Sub-Adviser Adviser, solely with respect to the assets of the Funds which are under its management pursuant to this Agreement, is responsible for compliance with the diversification provisions of Section 817(h) of the Internal Revenue Code of 1986, as amendedamended (“IRC”), and its accompanying Regulation, Treas. Reg. Section 1.817-5, applicable to the SeriesFunds. The anniversary date of each Fund, as defined in Treas. Reg. 1.817-5(c), is the anniversary of the date on which any amount received under a life insurance or annuity contract is first allocated to the Fund (i.e.: [date]) and the Funds shall be considered adequately diversified until their first anniversary date. Adviser will not act in a manner that would result in Sub-Adviser failing to maintain the required diversification and if the failure to diversify is inadvertent, Jxxxxxx National Life Insurance Company and any of its affiliates investing in the Funds, as owner of the assets in the Funds, shall in good faith and in conjunction with Sub-Adviser follow the procedures specified in Treas. Reg. Section 1.817-5(a)(2) and Revenue Procedure 92-25 (or its successor) to request relief from the Commissioner of Internal Revenue Service, and that in such an event Adviser shall work in conjunction with Sub-Adviser in the preparation of any request for relief or closing agreement and, to the extent that Adviser is seeking indemnification under Section 11 hereof, no filings or agreements shall be made with the Commissioner of Internal Revenue Service without the prior written approval of Sub-Adviser. The Adviser agrees that the Sub-Adviser shall not be liable for any failure to recommend the purchase or sale of any security on behalf of any Fund on the basis of any information which might, in the Sub-Adviser’s opinion, constitute a violation of any federal or state laws, rules or regulations. The Sub-Adviser further agrees that it: a) will use the same skill and care in providing such services as it uses in providing services to fiduciary accounts for which it has investment responsibilities; b) will conform with all applicable Rules and Regulations of the SEC in all material respects and in addition will conduct its activities under this Agreement in accordance with any applicable regulations of any governmental authority pertaining to its investment advisory activities; c) will place orders pursuant to its investment determinations for the Series either directly comply with the issuer or with any broker or dealerall foreign laws, including an affiliated broker-dealer which is a member of a national securities exchange regulations, and regulatory requirements as permitted in accordance with guidelines established set forth by the Board of Managers. In placing orders with brokers and dealersforeign regulatory agencies, the Sub-Adviser will attempt to obtain the best combination of prompt execution of orders in an effective manner and at the most favorable price. Consistent with this obligation, when the execution and price offered by two or more brokers or dealers are comparable Sub-Adviser may, in its discretion, purchase and sell portfolio securities to and from brokers and dealers who provide the Sub-Adviser with research advice and other services. In no instance will portfolio securities be purchased from or sold to the Adviser, Sub-Adviser or any affiliated person of either the Fund, Adviser, or Sub-Adviser, except as may be permitted under the 1940 Actapplicable; d) will report regularly to Adviser and to the Board of Managers Trustees as reasonably agreed between the Adviser and Sub-Adviser and will make appropriate persons available for the purpose of reviewing with representatives of Adviser and the Board of Managers Trustees on a regular basis at reasonable times agreed to by the Adviser and Sub-Adviser , the management of the SeriesFunds, including, without limitation, review of the general investment strategies of the SeriesFunds, the performance of the Series Funds in relation to standard industry indices, interest rate considerations and general conditions affecting the marketplace specified benchmarks and will provide various other reports from time to time as reasonably requested by Adviser; e) will provide to the Adviser (i) a monthly compliance checklist developed for each Fund by Adviser and Sub-Adviser, and (ii) quarterly reports developed for each Fund by Adviser and Sub-Adviser; (iii) other compliance and reporting information as reasonably requested by the Adviser or the Board of Trustees from time-to-time; f) as a service provider to the Funds will cooperate fully with the Chief Compliance Officer of the Trust in the execution of his/her responsibilities to monitor service providers to the Funds under Rule 38a-1 under the 1940 Act, including any applicable document requests; g) will prepare and maintain such books and records with respect to the Series' each Fund’s securities transactions in accordance with Section 7 herein, and will furnish Adviser and Fund's the Board of Managers Trustees such periodic and special reports as the Board of Managers or Adviser may reasonably request; fh) will prepare and cause to be filed in a timely manner Form 13F and, if required, Schedule 13G with respect to securities held for the account of the Funds subject to Sub-Adviser’s supervision; i) will act upon reasonable instructions from Adviser (except as to the voting of proxies) not inconsistent with the fiduciary duties and investment objectives hereunder; gj) will treat confidentially and as proprietary information of Fund Trust all such records and other information relative to Fund the Trust maintained by the Sub-Adviser, and will not use such records and information for any purpose other than performance of its responsibilities and duties hereunder, except after prior notification to and approval in writing by FundTrust, which approval shall not be unreasonably withheld and may not be withheld where the Sub-Adviser may be exposed to civil or criminal contempt proceedings for failure to comply, when requested to divulge such information by duly constituted authorities, or when so requested by Fund; andTrust, provided, however, that notwithstanding the foregoing, Sub-Adviser may disclose such information as required by applicable law, regulation or upon request by a regulator or auditor of Sub-Adviser; hk) will vote proxies received in connection with securities held by the Series consistent with its fiduciary duties to each Fund and on the Fund’s behalf, the Sub-Adviser is hereby appointed the Fund’s agent to exercise in its direction all rights and performs all duties with respect to the Fund’s right to vote (or refrain from voting), each Fund’s securities and exercise rights in corporate actions or otherwise in accordance with the Sub-Adviser’s proxy voting guidelines, as amended from time to time, which shall be provided to the Trust and the Adviser. For the avoidance of doubt, the Sub-Adviser will have full discretion in this regard and the Adviser will not attempt to influence the Sub-Adviser’s voting decisions. The Sub-Adviser further agrees to report significant shareholdings for itself and on behalf of the Fund where required by local law. For the avoidance of doubt, the parties acknowledge and agree that the Sub-Adviser may be restricted from purchasing certain securities as a result of regulatory limits or other restrictions; and l) at its expense, will furnish: (i) all necessary facilities and personnel, including salaries, expenses, and fees of any personnel required for the Sub-Adviser to faithfully perform its duties under this Agreement; and (ii) administrative facilities, including bookkeeping, and all equipment necessary for the efficient conduct of the Sub-Adviser’s duties under this Agreement. The Sub-Adviser shall, at its expense, bear any reasonable and out-of-pocket fees or costs incurred by the Adviser, the Fund, or any Trustee of the Fund (but limiting any attorneys’ fees and expenses solely to those incurred by outside counsels and excluding the value of fees or services performed by the Adviser’s internal counsel) associated with litigation arising from or pertaining to (i) the services provided by the Sub-Adviser under the Agreement (but excluding litigation for services provided and/or fees charged by the Adviser); and (ii) the Sub-Adviser’s general business operations that require the involvement or participation of the Adviser, the Fund, and/or any Trustee of the Fund. The Adviser shall, at its expense, bear any reasonable and out-of-pocket fees or costs incurred by the Sub-Adviser (but limiting any attorneys’ fees and expenses solely to those incurred by outside counsels and excluding the value of fees or services performed by the Sub-Adviser’s internal counsel) associated with litigation arising from or pertaining to (i) the services provided by the Adviser under the Agreement (but excluding litigation for services provided and/or fees charged by the Sub-Adviser) and (ii) the Adviser’s or Fund’s general business operations that require the involvement or participation of the Sub-Adviser. A party’s aggregate liability to the other for all fees and costs under this section shall not exceed $50,000 per Fund for each litigation, but in no event shall fees and costs exceed $250,000 for all such litigations occurring within any twelve month period or another amount as mutually agreed by the parties. Notwithstanding the foregoing, the limitations of liability set forth above shall not apply to any indemnification obligations hereunder. The Adviser and the Sub-Adviser each further agree that: a) to the extent that the Commodity Exchange Act, as amended (“CEA”), and the then-current Commodity Futures Trading Commission (“CFTC”) regulations require (i) registration by either party as a Commodity Pool Operator or Commodity Trading Advisor, (ii) specific disclosure, or as applicable to it (iii) filing of reports and other documents, each shall comply with such requirements; b) Sub-Adviser shall comply with all requirements of the applicable CEA and then-current CFTC regulations that apply to Sub-Adviser with regard to the Fund, and with regard to all Funds for which it serves as Sub-Adviser; and c) Sub-Adviser shall cooperate by assisting the Adviser in fulfilling any disclosure or reporting requirements applicable to the Fund under the CEA and/or then-current CFTC regulations.

Management. Subject always to the supervision of the Fund's Board of Managers Directors and the Adviser, the Sub-Adviser will furnish an investment program in respect of, and make investment decisions for, all assets of the Series Portfolio and place all orders for the purchase and sale of securities, all on behalf of the SeriesPortfolio. In the performance of its duties, the Sub-Adviser will satisfy its fiduciary duties to the Series Portfolio (as set forth in Section 8, below), and will monitor the Series' Portfolio's investments, and will comply with the provisions of the Fund's Certificate Articles of Formation Incorporation and Operating AgreementBy-Laws, as amended from time to time, and the stated investment objectives, policies and restrictions of the SeriesPortfolio. The Sub-Adviser and the Adviser will each make its officers and employees available to the other from time to time at reasonable times to review investment policies of the Series Portfolio and to consult with each other regarding the investment affairs of the SeriesPortfolio. The Sub-Adviser will report to the Board of Managers Directors and to the Adviser with respect to the implementation of such program. Sub-Adviser is responsible for compliance with the provisions of Section 817(h) of the Internal Revenue Code of 1986, as amended, applicable to the Series. The Sub-Adviser further agrees that it: (a) will use the same skill and care in providing such services as it uses in providing services to fiduciary accounts for which it has investment responsibilities; (b) will conform with all applicable Rules and Regulations of the SEC in all material respects Securities and Exchange Commission and the Rules of IMRO (Investment Management Regulatory Organisation Limited) and in addition will conduct its activities under this Agreement in accordance with any applicable regulations of any governmental authority pertaining to its investment advisory activities; (c) will place orders pursuant to its investment determinations for the Series Portfolio either directly with the issuer or with any broker or dealer, including an affiliated broker-dealer which is a member of a national securities exchange as permitted in accordance with guidelines established by the Board of Managers. In placing orders with brokers and dealers, the Sub-Adviser will attempt to obtain the best combination of prompt execution of orders in an effective manner and at the most favorable overall results, taking into account the net price, the method of execution and research services provided. Consistent with this obligation, when the execution and price offered by two or more brokers or dealers are comparable comparable, the Sub-Adviser may, in its discretion, purchase and sell portfolio securities to and from brokers and dealers who provide the Sub-Adviser with research advice and other services. In no instance will portfolio securities be purchased from or sold to the Adviser, the Sub-Adviser or any affiliated person of either the Fund, the Adviser, or the Sub-Adviser, except as may be permitted under the 1940 Act; (d) will report regularly to the Adviser and to the Board of Managers Directors and will make appropriate persons available for the purpose of reviewing with representatives of the Adviser and the Board of Managers Directors on a regular basis at reasonable times the management of the Series, including, without limitation, review of the general investment strategies of the SeriesPortfolio, the performance of the Series Portfolio in relation to standard industry indices, interest rate considerations and general conditions affecting the marketplace and will provide various other reports from time to time as reasonably requested by the Adviser; (e) will prepare and maintain such books and records with respect to the Series' Fund's securities transactions and will furnish the Adviser and the Fund's Board of Managers Directors such periodic and special reports as the Board of Managers or the Adviser may request; (f) will act upon instructions from the Adviser not inconsistent with the fiduciary duties hereunder; (g) will treat confidentially and as proprietary information of the Fund all such records and other information relative to Fund maintained by the Sub-AdviserFund, and will not use such records and information for any purpose other than performance of its responsibilities and duties hereunder, except after prior notification to and approval in writing by the Fund, which approval shall not be unreasonably withheld and may not be withheld either where the Sub-Adviser may be exposed to civil or criminal contempt proceedings for failure to comply, or when requested to divulge such information by duly constituted authorities, or when so requested by the Fund; and (h) will vote proxies received in connection receive the research and recommendations of the Adviser with securities held by respect to the Series consistent with its fiduciary duties hereunderinvestment and reinvestment of the assets of the Portfolio.

Management. Subject always to the supervision of FundTrust's Board of Managers Trustees and the Adviser, Sub-Adviser will furnish an investment program in respect of, and make investment decisions for, all assets of the Series Fund and place all orders for the purchase and sale of securities, all on behalf of the SeriesFund. In the performance of its duties, Sub-Adviser will satisfy its fiduciary duties to the Series Fund (as set forth below), and will monitor the Series' Fund's investments, and will comply with the provisions of FundTrust's Certificate Declaration of Formation Trust and Operating AgreementBy-Laws, as amended from time to time, and the stated investment objectives, policies and restrictions of the SeriesFund. Sub-Adviser and Adviser will each make its officers and employees available to the other from time to time at reasonable times to review investment policies of the Series Fund and to consult with each other regarding the investment affairs of the SeriesFund. Sub-Adviser will report to the Board of Managers Trustees and to Adviser with respect to the implementation of such program. Sub-Adviser is responsible for compliance with the provisions of Section 817(h) of the Internal Revenue Code of 1986, as amended, applicable to the SeriesFund. The Adviser agrees on-going basis to provide or cause to be provided to the Sub-Adviser guidelines ("Guidelines") setting forth the limitations imposed upon the Fund as a result of relevant requirements under state law pertaining to insurance products. The Sub-Adviser shall be permitted to rely on the most recent Guidelines delivered to it. The Trust and the Adviser agree that the Sub-Adviser may rely on the Guidelines without independent verification of their accuracy. The Sub-Adviser further agrees that it: a) will use the same skill and care in providing such services as it uses in providing services to fiduciary accounts for which it has investment responsibilities; b) will conform with all applicable Rules and Regulations of the SEC Securities and Exchange Commission in all material respects and in addition will conduct its activities under this Agreement in accordance with any applicable regulations of any governmental authority pertaining to its investment advisory activities; c) will place orders pursuant to its investment determinations for the Series Fund either directly with the issuer or with any broker or dealer, including an affiliated broker-dealer which is a member of a national securities exchange exchange, as permitted in accordance with guidelines established by the Board of ManagersTrustees. In placing orders with brokers and dealers, the Sub-Adviser will attempt to obtain the best combination of prompt execution of orders in an effective manner and at the most favorable price. Consistent with this obligation, when the execution and price offered by two or more brokers or dealers are comparable Sub-Adviser may, in its discretion, purchase and sell portfolio securities to and from brokers and dealers who provide the Sub-Adviser with research advice and other services. In no instance will portfolio securities be purchased from or sold to the Adviser, Sub-Adviser or any affiliated person of either the Fund, Adviser, or Sub-Adviser, except as may be permitted under the 1940 Act; d) will report regularly to Adviser and to the Board of Managers Trustees and will make appropriate persons available for the purpose of reviewing with representatives of Adviser and the Board of Managers Trustees on a regular basis at reasonable times the management of the SeriesFund, including, without limitation, review of the general investment strategies of the SeriesFund, the performance of the Series Fund in relation to standard industry indices, interest rate considerations and general conditions affecting the marketplace and will provide various other reports from time to time as reasonably requested by Adviser; e) will prepare and maintain such books and records with respect to the Series' Fund's securities transactions and will furnish Adviser and FundTrust's Board of Managers Trustees such periodic and special reports as the Board of Managers or Adviser may request; f) will act upon instructions from Adviser not inconsistent with the fiduciary duties hereunder; g) will treat confidentially and as proprietary information of Fund Trust all such records and other information relative to Fund Trust maintained by the Sub-Adviser, and will not use such records and information for any purpose other than performance of its responsibilities and duties hereunder, except after prior notification to and approval in writing by FundTrust, which approval shall not be unreasonably withheld and may not be withheld where the Sub-Adviser may be exposed to civil or criminal contempt proceedings for failure to comply, when requested to divulge such information by duly constituted authorities, or when so requested by FundTrust; and h) will vote proxies received in connection with securities held by the Series Fund consistent with its fiduciary duties hereunder.

Management. Subject always to the supervision of Fundthe Trust's Board of Managers and Trustees, the Adviser, Sub-Investment Adviser will furnish an provide or cause to be provided a continuous investment program for each Fund identified on Schedule A hereto, including investment research and management with respect to all securities and investments and cash equivalents in such Funds. The Investment Adviser will determine or cause to be determined from time to time what securities and other investments will be purchased, retained or sold by the Trust with respect of, to each Fund identified on Schedule A hereto and make investment decisions for, all assets of the Series and will place all or cause to be placed orders for the purchase and sale of securities, all on behalf of the SeriesTrust with respect to such Fund. In the performance of its duties, Sub-The Investment Adviser will satisfy its fiduciary duties to provide the Series (as set forth below), and will monitor the Series' investments, and will comply services under this Agreement in accordance with the provisions of each Fund's Certificate of Formation and Operating Agreement, as amended from time to time, and the stated investment objectivesobjective, policies and restrictions as stated in the Prospectuses, resolutions of the Series. Sub-Adviser Trust's Board of Trustees, and Adviser will each make its officers and employees available any undertakings with state or other regulatory authorities which are provided by the Trust to the other from time to time at reasonable times to review investment policies of the Series and to consult with each other regarding the investment affairs of the Series. Sub-Adviser will report to Board of Managers and to Adviser with respect to the implementation of such program. Sub-Adviser is responsible for compliance with the provisions of Section 817(h) of the Internal Revenue Code of 1986, as amended, applicable to the SeriesInvestment Adviser. The Sub-Investment Adviser further agrees that it: (a) will use the same skill and care in providing such services as it uses in providing services to fiduciary accounts for which it has investment responsibilities; (b) will conform comply in all material respects with all applicable Rules and Regulations of the SEC in all material respects Securities and Exchange Commission under the Investment Company Act of 1940 and in addition will conduct its activities under this Agreement in accordance with any applicable regulations of any governmental authority pertaining to its the investment advisory activitiesactivities of the Investment Adviser; (c) will not make loans to any person to purchase or carry units of beneficial interest ("shares") in the Trust or make loans to the Trust; (d) will place or cause to be placed orders pursuant to its investment determinations for the Series Funds identified on Schedule A hereto either directly with the issuer or with any broker or dealerdealer and, including an affiliated broker-dealer which is a member of a national securities exchange as permitted in accordance with guidelines established by the Board of Managers. In placing orders with brokers and dealers, the Sub-Investment Adviser will attempt to obtain the best combination of prompt execution of orders in an effective manner and at the most favorable price. Consistent with this obligation, when the execution and price offered by two or more brokers or dealers are comparable Sub-comparable, the Investment Adviser may, in its discretion, purchase and sell portfolio securities to and from brokers and dealers who provide the Sub-Investment Adviser with research advice and other services. In no instance will portfolio securities be purchased from or sold to the principal distributor of the Trust (the "Distributor"), the Investment Adviser, Sub-Adviser or any affiliated person (as defined in the Investment Company Act of 1940) of either the FundTrust, Adviserthe Distributor, or Sub-the Investment Adviser, except as may be permitted under the 1940 Act;. d) will report regularly to Adviser and to the Board of Managers and will make appropriate persons available for the purpose of reviewing with representatives of Adviser and the Board of Managers on a regular basis at reasonable times the management of the Series, including, without limitation, review of the general investment strategies of the Series, the performance of the Series in relation to standard industry indices, interest rate considerations and general conditions affecting the marketplace and will provide various other reports from time to time as reasonably requested by Adviser; (e) will prepare and maintain such books and records with respect to the Series' securities transactions and will furnish Adviser and Fund's Board of Managers such periodic and special reports as the Board of Managers or Adviser may request; f) will act upon instructions from Adviser not inconsistent with the fiduciary duties hereunder; g) will treat confidentially and as proprietary information of Fund the Trust all such records and other information relative to Fund maintained by the Sub-AdviserTrust and prior, present, or potential shareholders of the Trust learned by, or disclosed to, the Investment Adviser in the course of its performance of its responsibilities and duties under this Agreement, and will not use such records and information for any purpose other than performance of its responsibilities and duties hereunder, except after prior notification to and approval in writing by Fundthe Trust, which approval shall not be unreasonably withheld and may not be withheld where the Sub-Investment Adviser may be exposed to civil civil, regulatory, or criminal contempt proceedings sanctions for failure to comply, comply when requested to divulge such information by duly constituted authorities, or when so requested by Fundthe Trust; and h(f) will vote proxies received in connection maintain its policy and practice of conducting its fiduciary functions independently. In making investment recommendations for the Trust, the Investment Adviser's personnel will not inquire or take into consideration whether the issuers of securities proposed for purchase or sale for the Trust's account are customers of the Investment Adviser, or the parents or subsidiaries or affiliates of the Investment Adviser unless so required by applicable law. In dealing with its customers, the Investment Adviser and its parents, subsidiaries, and affiliates will not inquire or take into consideration whether securities of those customers are held by the Series consistent with its fiduciary duties hereunderTrust.

Management. Subject always to the instructions and supervision of Fund's the Investment Adviser and the Trust’s Board of Managers and Trustees, the Adviser, Sub-Adviser will furnish an provide a continuous investment program for the Fund, including investment research and management with respect to all securities and investments and cash equivalents in the Fund. The Sub-Adviser will determine from time to time what securities and other investments will be purchased, retained or sold by the Trust with respect of, to the Fund and make investment decisions for, all assets of the Series and will place all orders for the purchase and sale of securities, all orders on behalf of the SeriesTrust with respect to the Fund. In the performance of its duties, The Sub-Adviser will satisfy its fiduciary duties to provide the Series (as set forth below), and will monitor the Series' investments, and will comply services under this Agreement in accordance with the provisions of Fund's Certificate of Formation and Operating Agreement, as amended from time to time, and the stated ’s investment objectivesobjective, policies and restrictions as stated in the Prospectus and resolutions of the Series. Sub-Adviser and Adviser will each make its officers and employees available to the other from time to time at reasonable times to review investment policies of the Series and to consult with each other regarding the investment affairs of the Series. Sub-Adviser will report to Trust’s Board of Managers and to Adviser with respect to the implementation of such program. Sub-Adviser is responsible for compliance with the provisions of Section 817(h) of the Internal Revenue Code of 1986, as amended, applicable to the SeriesTrustees. The Sub-Adviser further agrees that it: (a) will use the same skill and care in providing such services as it uses in providing services to fiduciary accounts for which it has investment responsibilities; (b) will conform comply in all material respects with all applicable Rules and Regulations of the SEC in all material respects Securities and Exchange Commission and in addition will conduct its activities under this Agreement in accordance with any applicable regulations of any governmental authority pertaining to its the investment advisory activitiesactivities of the Sub-Adviser; (c) will not make loans to any person to purchase or carry units of beneficial interest (“Shares”) in the Fund or make loans to the Trust; (d) will place orders pursuant to its investment determinations for the Series Fund either directly with the issuer or with any broker or dealer, including an affiliated broker-dealer which is a member of a national securities exchange as permitted in accordance with guidelines established by the Board of Managers. In placing orders with brokers and dealers, the Sub-Adviser will attempt to obtain the best combination of prompt execution of orders in an effective manner and at the most favorable price. Consistent with this obligation, when the execution and price offered by two or more brokers or dealers are comparable comparable, the Sub-Adviser may, in its discretion, purchase and sell portfolio securities to and from brokers and dealers who provide the Sub-Adviser with research advice and other services. In no instance will portfolio securities be purchased from or sold to One Group Dealer Services, Inc., the Investment Adviser, the Sub-Adviser or any affiliated person of either the FundTrust, One Group Dealer Services, Inc., the Investment Adviser, or the Sub-Adviser, except as may be to the extent permitted under by the 1940 Act; d) will report regularly to Adviser and to the Board of Managers and will make appropriate persons available for the purpose of reviewing with representatives of Adviser and the Board of Managers on a regular basis at reasonable times the management of the Series, including, without limitation, review of the general investment strategies of the Series, the performance of the Series in relation to standard industry indices, interest rate considerations and general conditions affecting the marketplace and will provide various other reports from time to time as reasonably requested by Adviser; (e) will prepare and maintain such books and records with respect to the Series' securities transactions and will furnish Adviser and Fund's Board of Managers such periodic and special reports as the Board of Managers or Adviser may request; f) will act upon instructions from Adviser not inconsistent with the fiduciary duties hereunder; g) will treat confidentially and as proprietary information of Fund the Trust all such records and other information relative to the Fund maintained by the Sub-Adviserand prior, present or potential shareholders, and will not use such records and information for any purpose other than in the performance of its responsibilities and duties hereunder, except after prior notification to and approval in writing by Fundthe Trust, which approval shall not be unreasonably withheld withheld. The foregoing shall not apply to any information that is publicly available when provided or thereafter becomes publicly available other than through a breach of this Agreement, or that is required or requested to be disclosed by the Securities and may Exchange Commission or any other regulatory examiner of the Sub-Adviser, any auditor of the parties hereto, by judicial or administrative process or otherwise by applicable law or regulation. Nothing herein shall restrict the Sub-Adviser’s ability to publish information regarding the performance of accounts under its management; and (f) will maintain its policy and practice of conducting its fiduciary functions independently. In making investment recommendations for the Fund, the Sub-Adviser’s personnel will not be withheld where inquire or take into consideration whether the issuers of securities proposed for purchase or sale for the Fund’s account are customers of the Investment Adviser, the Sub-Adviser may be exposed to civil or criminal contempt proceedings for failure to complythe parents or subsidiaries or affiliates of the Investment Adviser or Sub-Adviser. In dealing with such customers, when requested to divulge such information by duly constituted authoritiesthe Sub-Adviser and its parent, subsidiaries, and affiliates will not inquire or when so requested by Fund; and h) will vote proxies received in connection with take into consideration whether securities of those customers are held by the Series consistent with its fiduciary duties hereunderTrust.

Management. Subject always to the supervision of Fund's the Trust’s Board of Managers and Trustees, the Adviser, Sub-Adviser will furnish an provide a continuous investment program in for each Fund, including investment research and management with respect of, and make investment decisions for, to all assets of the Series and place all orders for the purchase and sale of securities, all on behalf of the Seriesinvestments, cash and cash equivalents in each Fund. In the performance of its duties, The Sub-Adviser will satisfy its fiduciary duties to the Series (as set forth below), and will monitor the Series' investments, and will comply with the provisions of Fund's Certificate of Formation and Operating Agreement, as amended determine from time to timetime what securities and other investments will be purchased, and retained or sold by each Fund. The Sub-Adviser will provide the stated services under this Agreement in accordance with each Fund’s investment objectives, policies and restrictions of as stated in its Prospectus and SAI and such compliance policies and procedures as the Series. Adviser or Trust may provide to Sub-Adviser and Adviser will each make its officers and employees available to the other in writing from time to time at reasonable times to review investment policies of the Series and to consult with each other regarding the investment affairs of the Series. Sub-Adviser will report to Board of Managers and to Adviser with respect to the implementation of such program. Sub-Adviser is responsible for compliance with the provisions of Section 817(h) of the Internal Revenue Code of 1986, as amended, applicable to the Seriestime. The Sub-Adviser further agrees that it: a) will use the same skill and care in providing such services as it uses in providing services a. Will conform its activities to fiduciary accounts for which it has investment responsibilities; b) will conform with all applicable Rules and Regulations of the SEC and will, in all material respects and in addition will addition, conduct its activities under this Agreement in accordance with any applicable regulations of any governmental authority pertaining other Federal and State agencies which may now or in the future have jurisdiction over its activities under this Agreement. b. Will vote proxies with respect to its investment advisory activities; c) will place orders pursuant to its investment determinations for the Series either directly with the issuer each Fund’s securities and exercise rights in corporate actions or with any broker or dealer, including an affiliated broker-dealer which is a member of a national securities exchange as permitted otherwise in accordance with the Sub-Adviser’s proxy voting guidelines established by and shall report all votes cast in the Board in time, manner, and format requested to facilitate the filing of Managers. In placing orders with brokers and dealers, the N-PX. c. Will promptly notify the Adviser of the occurrence of any event that would be reasonably likely to disqualify the Sub-Adviser will attempt from serving as investment manager of an investment company pursuant to obtain Section 9(a) of the best combination of prompt execution of orders 1940 Act or otherwise. d. Will promptly notify the Adviser in an effective manner and at the most favorable price. Consistent with this obligation, when the execution and price offered by two or more brokers or dealers are comparable Sub-Adviser may, in its discretion, purchase and sell portfolio securities to and from brokers and dealers who provide event that: (i) the Sub-Adviser becomes the subject of an administrative proceeding or enforcement action by the SEC or other regulatory body with research advice and other services. In no instance will portfolio securities be purchased from applicable jurisdiction or sold (ii) to the Adviser, Sub-Adviser or any affiliated person best of either the Fund, Adviser, or Sub-Adviser, except as may be permitted under the 1940 Act; d) will report regularly to Adviser and to the Board of Managers and will make appropriate persons available for the purpose of reviewing with representatives of Adviser and the Board of Managers on a regular basis at reasonable times the management of the Series, including, without limitation, review of the general investment strategies of the Series, the performance of the Series in relation to standard industry indices, interest rate considerations and general conditions affecting the marketplace and will provide various other reports from time to time as reasonably requested by Adviser; e) will prepare and maintain such books and records with respect to the Series' securities transactions and will furnish Adviser and Fund's Board of Managers such periodic and special reports as the Board of Managers or Adviser may request; f) will act upon instructions from Adviser not inconsistent with the fiduciary duties hereunder; g) will treat confidentially and as proprietary information of Fund all such records and other information relative to Fund maintained by the Sub-Adviser’s knowledge, and will not use such records and information for any purpose other than performance affiliate of its responsibilities and duties hereunder, except after prior notification to and approval in writing by Fund, which approval shall not be unreasonably withheld and may not be withheld where the Sub-Adviser may be exposed becomes the subject of an administrative proceeding or enforcement action by the SEC or other regulatory body with applicable jurisdiction that the Sub-Adviser reasonably expects could have a material adverse effect upon the ability of the Sub-Adviser to civil or criminal contempt proceedings perform its duties under this Agreement. e. Will provide, at its own cost, personnel, office space, facilities and equipment necessary for failure to comply, when requested to divulge such information the conduct of its advisory activities on behalf of each Fund and will assume other costs and expenses incurred by duly constituted authorities, or when so requested by Fund; and h) will vote proxies received it in connection with securities held its investment advisory services pertaining to each Fund. f. Will, in compliance with the requirements of the 1940 Act, (i) maintain all records required to be maintained and keep them as property of the Trust, (ii) surrender promptly to the Trust any of such records upon the Trust’s request, and (iii) preserve for the periods prescribed by the Series consistent 1940 Act, and the rules or orders thereunder, the records required to be maintained by the 0000 Xxx. g. Will provide the Trust and the Trust’s service providers with its fiduciary duties hereunderrecords concerning the Sub-Adviser’s activities which the Trust is required under applicable law or regulation to maintain. h. Will render oral and written regular reports to the Trust and the Adviser concerning Sub-Adviser’s discharge of the foregoing responsibilities.

Management. Subject always to the instructions and supervision of Fundthe Investment Adviser and the Trust's Board of Managers and Trustees, the Adviser, Sub-Adviser will furnish an provide a continuous investment program for the Fund, including investment research and management with respect to all securities and investments and cash equivalents in the Fund. The Sub-Adviser will determine from time to time what securities and other investments will be purchased, retained or sold by the Trust with respect of, to the Fund and make investment decisions for, all assets of the Series and will place all orders for the purchase and sale of securities, all orders on behalf of the SeriesTrust with respect to the Fund. In the performance of its duties, The Sub-Adviser will satisfy its fiduciary duties to provide the Series (as set forth below), and will monitor the Series' investments, and will comply services under this Agreement in accordance with the provisions of Fund's Certificate of Formation and Operating Agreement, as amended from time to time, and the stated investment objectivesobjective, policies and restrictions as stated in the Prospectus and resolutions of the Series. Sub-Adviser and Adviser will each make its officers and employees available to the other from time to time at reasonable times to review investment policies of the Series and to consult with each other regarding the investment affairs of the Series. Sub-Adviser will report to Trust's Board of Managers and to Adviser with respect to the implementation of such program. Sub-Adviser is responsible for compliance with the provisions of Section 817(h) of the Internal Revenue Code of 1986, as amended, applicable to the SeriesTrustees. The Sub-Adviser further agrees that it: (a) will use the same skill and care in providing such services as it uses in providing services to fiduciary accounts for which it has investment responsibilities; (b) will conform comply in all material respects with all applicable Rules and Regulations of the SEC in all material respects Securities and Exchange Commission and in addition will conduct its activities under this Agreement in accordance with any applicable regulations of any governmental authority pertaining to its the investment advisory activitiesactivities of the Sub-Adviser; (c) will not make loans to any person to purchase or carry units of beneficial interest ("Shares") in the Fund or make loans to the Trust; (d) will place orders pursuant to its investment determinations for the Series Fund either directly with the issuer or with any broker or dealer, including an affiliated broker-dealer which is a member of a national securities exchange as permitted in accordance with guidelines established by the Board of Managers. In placing orders with brokers and dealers, the Sub-Adviser will attempt to obtain the best combination of prompt execution of orders in an effective manner and at the most favorable price. Consistent with this obligation, when the execution and price offered by two or more brokers or dealers are comparable comparable, the Sub-Adviser may, in its discretion, purchase and sell portfolio securities to and from brokers and dealers who provide the Sub-Adviser with research advice and other services. In no instance will portfolio securities be purchased from or sold to One Group Dealer Services, Inc., the Investment Adviser, the Sub-Adviser or any affiliated person of either the FundTrust, One Group Dealer Services, Inc., the Investment Adviser, or the Sub-Adviser, except as may be to the extent permitted under by the 1940 Act; d) will report regularly to Adviser and to the Board of Managers and will make appropriate persons available for the purpose of reviewing with representatives of Adviser and the Board of Managers on a regular basis at reasonable times the management of the Series, including, without limitation, review of the general investment strategies of the Series, the performance of the Series in relation to standard industry indices, interest rate considerations and general conditions affecting the marketplace and will provide various other reports from time to time as reasonably requested by Adviser; (e) will prepare and maintain such books and records with respect to the Series' securities transactions and will furnish Adviser and Fund's Board of Managers such periodic and special reports as the Board of Managers or Adviser may request; f) will act upon instructions from Adviser not inconsistent with the fiduciary duties hereunder; g) will treat confidentially and as proprietary information of Fund the Trust all such records and other information relative to the Fund maintained by the Sub-Adviserand prior, present or potential shareholders, and will not use such records and information for any purpose other than in the performance of its responsibilities and duties hereunder, except after prior notification to and approval in writing by Fundthe Trust, which approval shall not be unreasonably withheld withheld. The foregoing shall not apply to any information that is publicly available when provided or thereafter becomes publicly available other than through a breach of this Agreement, or that is required or requested to be disclosed by the Securities and may Exchange Commission or any other regulatory examiner of the Sub-Adviser, any auditor of the parties hereto, by judicial or administrative process or otherwise by applicable law or regulation. Nothing herein shall restrict the Sub-Adviser's ability to publish information regarding the performance of accounts under its management; and (f) will maintain its policy and practice of conducting its fiduciary functions independently. In making investment recommendations for the Fund, the Sub-Adviser's personnel will not be withheld where inquire or take into consideration whether the issuers of securities proposed for purchase or sale for the Fund's account are customers of the Investment Adviser, the Sub-Adviser may be exposed to civil or criminal contempt proceedings for failure to complythe parents or subsidiaries or affiliates of the Investment Adviser or Sub-Adviser. In dealing with such customers, when requested to divulge such information by duly constituted authoritiesthe Sub-Adviser and its parent, subsidiaries, and affiliates will not inquire or when so requested by Fund; and h) will vote proxies received in connection with take into consideration whether securities of those customers are held by the Series consistent with its fiduciary duties hereunderTrust.

Management. Subject always to the supervision of Fund's the Adviser, who in turn is subject to the supervision of the Trust’s Board of Managers and the AdviserTrustees, Sub-Adviser will furnish an investment program in respect of, and make investment decisions for, all assets of the Series Funds and place all orders for the purchase and sale of securities, including foreign or domestic securities or other property (including financial futures and options of any type), all on behalf of the SeriesFunds. Sub-Adviser is expressly authorized to cause the assets of the Funds to be invested in The Bank of New York Mellon Corporation stock. Adviser and/or the Fund’s custodian will handle matters relating to the Fund participating in any class action settlements and Sub-Adviser shall not have any obligations thereto. Without Adviser’s prior consent to each transaction, Sub-Adviser shall have full discretionary authority as agent and attorney-in-fact, with full power of substitution and full authority in the Fund’s name, to (a) buy, sell, hold, exchange, convert or otherwise deal in any manner in any assets; (b) place orders for the execution of such assets and other transactions with or through such brokers, dealers, counter-parties, issuers, agents or arrangers as Sub-Adviser may select; (c) execute, on behalf of the Fund, such brokerage, derivatives, subscription and other agreements and documents (including, without limitation, ISDA, LSTA, and/or Master Securities Forward Transaction Agreement or MSFTA documentation) as Sub-Adviser deems necessary or appropriate in connection with the Fund’s investment activities; and (d) negotiate, enter into, make and perform any other contracts, agreements or other undertakings it may deem advisable in connection with the performance of the Sub-Adviser’s duties hereunder. In the performance of its duties, Sub-Adviser will satisfy its fiduciary duties to the Series Funds (as set forth below), and will monitor the SeriesFunds' investments, and will comply with the provisions of Fund's Certificate Trust’s Declaration of Formation Trust and Operating AgreementBy-Laws, as amended from time to time, and the stated investment objectives, policies and restrictions of the SeriesFunds as described in the Investment Objectives outlined in the Prospectus and/or the Statement of Additional Information of the applicable Fund delivered to, and approved by, Sub-Adviser in accordance with Section 2, which may be amended from time to time. Sub-Adviser and Adviser will each make its officers and employees available to the other from time to time at reasonable times to review investment policies of the Series Funds and to consult with each other regarding the investment affairs of the SeriesFunds. Sub-Adviser will report to the Board of Managers Trustees and to Adviser with respect to the implementation of such program. Sub-Adviser Adviser, solely with respect to the assets of the Funds which are under its management pursuant to this Agreement, is responsible for compliance with the diversification provisions of Section 817(h) of the Internal Revenue Code of 1986, as amendedamended (“IRC”), and its accompanying Regulation, Treas. Reg. Section 1.817-5, applicable to the SeriesFunds. The anniversary date of each Fund, as defined in Treas. Reg. 1.817-5(c), is the anniversary of the date on which any amount received under a life insurance or annuity contract is first allocated to the Fund (i.e.: [date]) and the Funds shall be considered adequately diversified until their first anniversary date. Adviser will not act in a manner that would result in Sub-Adviser failing to maintain the required diversification and if the failure to diversify is inadvertent, Xxxxxxx National Life Insurance Company and any of its affiliates investing in the Funds, as owner of the assets in the Funds, shall in good faith and in conjunction with Sub-Adviser follow the procedures specified in Treas. Reg. Section 1.817-5(a)(2) and Revenue Procedure 92-25 (or its successor) to request relief from the Commissioner of Internal Revenue Service, and that in such an event Adviser shall work in conjunction with Sub-Adviser in the preparation of any request for relief or closing agreement and, to the extent that Adviser is seeking indemnification under Section 11 hereof, no filings or agreements shall be made with the Commissioner of Internal Revenue Service without the prior written approval of Sub-Adviser. The Adviser agrees that the Sub-Adviser shall not be liable for any failure to recommend the purchase or sale of any security on behalf of any Fund on the basis of any information which might, in the Sub-Adviser’s opinion, constitute a violation of any federal or state laws, rules or regulations. The Sub-Adviser further agrees that it: a) will use the same skill and care in providing such services as it uses in providing services to fiduciary accounts for which it has investment responsibilities; b) will conform with all applicable Rules and Regulations of the SEC in all material respects and in addition will conduct its activities under this Agreement in accordance with any applicable regulations of any governmental authority pertaining to its investment advisory activities; c) will place orders pursuant to its investment determinations for the Series either directly comply with the issuer or with any broker or dealerall foreign laws, including an affiliated broker-dealer which is a member of a national securities exchange regulations, and regulatory requirements as permitted in accordance with guidelines established set forth by the Board of Managers. In placing orders with brokers and dealersforeign regulatory agencies, the Sub-Adviser will attempt to obtain the best combination of prompt execution of orders in an effective manner and at the most favorable price. Consistent with this obligation, when the execution and price offered by two or more brokers or dealers are comparable Sub-Adviser may, in its discretion, purchase and sell portfolio securities to and from brokers and dealers who provide the Sub-Adviser with research advice and other services. In no instance will portfolio securities be purchased from or sold to the Adviser, Sub-Adviser or any affiliated person of either the Fund, Adviser, or Sub-Adviser, except as may be permitted under the 1940 Actapplicable; d) will report regularly to Adviser and to the Board of Managers Trustees as reasonably agreed between the Adviser and Sub-Adviser and will make appropriate persons available for the purpose of reviewing with representatives of Adviser and the Board of Managers Trustees on a regular basis at reasonable times agreed to by the Adviser and Sub-Adviser , the management of the SeriesFunds, including, without limitation, review of the general investment strategies of the SeriesFunds, the performance of the Series Funds in relation to standard industry indices, interest rate considerations and general conditions affecting the marketplace specified benchmarks and will provide various other reports from time to time as reasonably requested by Adviser; e) will provide to the Adviser (i) a monthly compliance checklist developed for each Fund by Adviser and Sub-Adviser, and (ii) quarterly reports developed for each Fund by Adviser and Sub-Adviser; (iii) other compliance and reporting information as reasonably requested by the Adviser or the Board of Trustees from time-to-time; f) as a service provider to the Funds will cooperate fully with the Chief Compliance Officer of the Trust in the execution of his/her responsibilities to monitor service providers to the Funds under Rule 38a-1 under the 1940 Act, including any applicable document requests; g) will prepare and maintain such books and records with respect to the Series' each Fund’s securities transactions in accordance with Section 7 herein, and will furnish Adviser and FundTrust's Board of Managers Trustees such periodic and special reports as the Board of Managers or Adviser may reasonably request; fh) will prepare and cause to be filed in a timely manner Form 13F and, if required, Schedule 13G with respect to securities held for the account of the Funds subject to Sub-Adviser's supervision; i) will act upon reasonable instructions from Adviser (except as to the voting of proxies) not inconsistent with the fiduciary duties and investment objectives hereunder; gj) will treat confidentially and as proprietary information of Fund Trust all such records and other information relative to Fund the Trust maintained by the Sub-Adviser, and will not use such records and information for any purpose other than performance of its responsibilities and duties hereunder, except after prior notification to and approval in writing by FundTrust, which approval shall not be unreasonably withheld and may not be withheld where the Sub-Adviser may be exposed to civil or criminal contempt proceedings for failure to comply, when requested to divulge such information by duly constituted authorities, or when so requested by Fund; andTrust, provided, however, that notwithstanding the foregoing, Sub-Adviser may disclose such information as required by applicable law, regulation or upon request by a regulator or auditor of Sub-Adviser; hk) will vote proxies received in connection with securities held by the Series consistent with its fiduciary duties to each Fund and on the Fund’s behalf, the Sub-Adviser is hereby appointed the Fund’s agent to exercise in its direction all rights and performs all duties with respect to the Fund’s right to vote (or refrain from voting), each Fund’s securities and exercise rights in corporate actions or otherwise in accordance with the Sub-Adviser’s proxy voting guidelines, as amended from time to time, which shall be provided to the Trust and the Adviser. For the avoidance of doubt, the Sub-Adviser will have full discretion in this regard and the Adviser will not attempt to influence the Sub-Adviser’s voting decisions. The Sub-Adviser further agrees to report significant shareholdings for itself and on behalf of the Fund where required by local law. For the avoidance of doubt, the parties acknowledge and agree that the Sub-Adviser may be restricted from purchasing certain securities as a result of regulatory limits or other restrictions; l) at its expense, will furnish: (i) all necessary facilities and personnel, including salaries, expenses, and fees of any personnel required for the Sub-Adviser to faithfully perform its duties under this Agreement; and (ii) administrative facilities, including bookkeeping, and all equipment necessary for the efficient conduct of the Sub-Adviser’s duties under this Agreement. The Sub-Adviser shall, at its expense, bear any reasonable and out-of-pocket fees or costs incurred by the Adviser, the Fund, or any Trustee of the Fund (but limiting any attorneys’ fees and expenses solely to those incurred by outside counsels and excluding the value of fees or services performed by the Adviser’s internal counsel) associated with litigation arising from or pertaining to (i) the services provided by the Sub-Adviser under the Agreement (but excluding litigation for services provided and/or fees charged by the Adviser); and (ii) the Sub-Adviser’s general business operations that require the involvement or participation of the Adviser, the Fund, and/or any Trustee of the Fund. The Adviser shall, at its expense, bear any reasonable and out-of-pocket fees or costs incurred by the Sub-Adviser (but limiting any attorneys’ fees and expenses solely to those incurred by outside counsels and excluding the value of fees or services performed by the Sub-Adviser’s internal counsel) associated with litigation arising from or pertaining to (i) the services provided by the Adviser under the Agreement (but excluding litigation for services provided and/or fees charged by the Sub-Adviser) and (ii) the Adviser’s or Fund’s general business operations that require the involvement or participation of the Sub-Adviser. A party’s aggregate liability to the other for all fees and costs under this section shall not exceed $50,000 per Fund for each litigation, but in no event shall fees and costs exceed $250,000 for all such litigations occurring within any twelve month period or another amount as mutually agreed by the parties. Notwithstanding the foregoing, the limitations of liability set forth above shall not apply to any indemnification obligations hereunder. The Adviser and the Sub-Adviser each further agree that: a) to the extent that the Commodity Exchange Act, as amended (“CEA”), and the then-current Commodity Futures Trading Commission (“CFTC”) regulations require (i) registration by either party as a Commodity Pool Operator or Commodity Trading Advisor, (ii) specific disclosure, or as applicable to it (iii) filing of reports and other documents, each shall comply with such requirements; b) Sub-Adviser shall comply with all requirements of the applicable CEA and then-current CFTC regulations that apply to Sub-Adviser with regard to the Fund, and with regard to all Funds for which it serves as Sub-Adviser; and c) Sub-Adviser shall cooperate by assisting the Adviser in fulfilling any disclosure or reporting requirements applicable to the Fund under the CEA and/or then-current CFTC regulations.

Management. Subject always to the supervision of FundTrust's Board of Managers Trustees and the Adviser, Sub-Adviser will furnish an investment program in respect of, and make investment decisions for, all assets of the Series Fund and place all orders for the purchase and sale of securities, all on behalf of the SeriesFund. In the performance of its duties, Sub-Adviser will satisfy its fiduciary duties to the Series Fund (as set forth below), and will monitor the Series' Fund's investments, and will comply with the provisions of FundTrust's Certificate Declaration of Formation Trust and Operating AgreementBy-Laws, as amended from time to timetime as detailed in Section 2 above, and the stated investment objectives, policies and restrictions of the SeriesFund. Notwithstanding the foregoing, Sub-Adviser shall have no responsibility to monitor compliance with limitations or restrictions for which information from Adviser or its authorized agent is necessary to enable Sub-Adviser to monitor compliance with such limitations or restrictions, unless such information is provided to Sub-Adviser in writing and as otherwise agreed upon. Sub-Adviser and Adviser will each make its officers and employees available to the other from time to time at reasonable times to review investment policies of the Series Fund and to consult with each other regarding the investment affairs of the SeriesFund. Sub-Adviser will report to the Board of Managers Trustees and to Adviser with respect to the implementation of such program. Sub-Adviser is shall not be responsible for compliance with the provisions of Section 817(h) of the Internal Revenue Code of 1986, as amended, applicable any services to the SeriesFund, or bear any expenses, other than those expressly delineated herein. The Adviser and Sub-Adviser further agrees that itSub-Adviser: a) will use the same skill and care in providing such services as it uses in providing services to fiduciary accounts for which it has investment responsibilities; b) will conform with all applicable Rules and Regulations of the SEC Securities and Exchange Commission in all material respects and in addition will conduct its activities under this Agreement in accordance with any applicable regulations of any governmental authority pertaining to its investment advisory activities; c) will place orders pursuant to its investment determinations for the Series either directly Fund consistent with the issuer or with any broker or dealer, including an affiliated broker-dealer which is a member of a national securities exchange as permitted in accordance with guidelines established by the Board of Managers. In placing orders with brokers and dealers, the Sub-Adviser will attempt to obtain the best combination of prompt execution of orders in an effective manner and at the most favorable price. Consistent with this obligation, when the execution and price offered by two or more brokers or dealers are comparable Sub-Adviser may, in its discretion, purchase and sell portfolio securities to and from brokers and dealers who provide the Sub-Adviser with research advice and other services. In no instance will portfolio securities be purchased from or sold to the Adviser, Sub-Adviser or any affiliated person of either the Fund, Adviser, or Sub-Adviser, except as may be permitted under the 1940 ActSection 5 below; d) will report regularly to Adviser and to the Board of Managers Trustees and will make appropriate persons it selects available once a year for the purpose of reviewing with representatives of Adviser and the Board of Managers on a regular basis at reasonable times Trustees the management of the SeriesFund, including, without limitation, review of the general investment strategies of the SeriesFund, the performance of the Series Fund in relation to standard industry indices, interest rate considerations and general conditions affecting the marketplace and will provide various other reports from time to time as reasonably requested by Adviser; e) will prepare and maintain such books and records with respect to the Series' Fund's securities transactions and will furnish Adviser and FundTrust's Board of Managers Trustees such periodic and special reports as the Board of Managers or Adviser may request; f) will act upon instructions from Adviser not inconsistent with the fiduciary duties hereunder; g) will treat confidentially and as proprietary information of Fund Trust all such records and other information relative to Fund Trust maintained by the Sub-Adviser, and will not use such records and information for any purpose other than performance of its responsibilities and duties hereunder, except after prior notification to and approval in writing by FundTrust, which approval shall not be unreasonably withheld and may not be withheld where the Sub-Adviser may be exposed to civil or criminal contempt proceedings for failure to comply, when requested to divulge such information by duly constituted authorities, or when so requested by Trust; h) shall not be responsible for the preparation or filing of any report required of the Fund by any governmental or regulatory agency, except that Sub-Adviser hereby undertakes to prepare and file any necessary Schedule 13G reflecting the Fund's holdings; i) in performing its obligations under this Agreement, may rely upon information provided to it by the Fund or on behalf of the Fund, the Adviser, the Fund's custodian or other agent and will not independently verify the accuracy or completeness of such information, and that Sub-Adviser shall not be liable for any loss, claim or damages related to such reliance; and hj) Absent specific written instructions to the contrary provided to Sub-Adviser by Adviser, and subject to the receipt of all necessary voting materials, Sub-Adviser will vote all proxies received with respect to the Fund's investments in connection accordance with securities held Sub-Adviser's proxy voting procedures. In addition, absent specific written instructions to the contrary provided to Sub-Adviser by Adviser, and subject to the Series consistent with its fiduciary duties hereunderreceipt of all necessary materials, Sub-Adviser shall respond to all corporate actions involving the Fund's investments.

Management. Subject always to the supervision of Fundthe Trust's Board of Managers Trustees and the Adviser, Sub-Adviser will furnish an investment program in respect of, and make investment decisions for, all assets of the Series Funds and place all orders for the purchase and sale of securities, including foreign or domestic securities, and other property (including, without limitation, exchange traded funds, financial futures, options of any type, commodities and commodity related notes and derivatives, swaps and forwards and other derivative instruments), all on behalf of the SeriesFunds as the Sub-Adviser shall determine in accordance with each Fund's investment restrictions, objectives and policies set forth in the applicable Prospectus delivered by the Adviser to the Sub-Adviser. In the performance of its duties, Sub-Adviser will satisfy its fiduciary duties to the Series Fund (as set forth below), and will monitor the SeriesFunds' investments, and will comply with the provisions of FundTrust's Certificate Declaration of Formation Trust and Operating AgreementBy-Laws, as amended from time to time, the Trust's Registration Statement, as amended and filed with the SEC, and the stated investment objectives, policies and restrictions of the SeriesFunds. Sub-Adviser and Adviser will each make its officers and employees available to the other from time to time at reasonable times to review the investment policies of the Series Funds and to consult with each other regarding the investment affairs of the SeriesFunds. Sub-Adviser will report from time to time as reasonably requested to the Board of Managers Trustees and to Adviser with respect to the implementation of such program. Sub-Adviser is responsible for compliance with the provisions of Section 817(h) of the Internal Revenue Code of 1986, as amended, applicable to the SeriesFunds based on the Subadviser's internal books and records. In furtherance of this duty, the Sub-Adviser, on behalf of the Fund, is authorized, in its discretion and without prior consultation with the Fund or the Adviser, to: a) buy, sell, exchange, convert, lend, and otherwise trade in any stocks, bonds, and other securities or assets; and b) directly or through the trading desk of T. Rowe Price Associates, Inc., and T. Rowe Price International, Xxx. place orders and negotiate the commissions (if any) for the execution of transactions in securities or other assets with or through such brokers, dealers, underwriters or issuers as the Sub-Adviser may select. Sub-Adviser will report to the Board of Trustees and to Adviser with respect to the implementation of such program. Additionally, Sub-Adviser is authorized on behalf of the Funds to: (a) enter into, terminate or settle agreements and transactions and execute any documents (e.g., any derivatives documentation for exchange traded and over-the-counter derivatives, as applicable) in connection with its services provided hereunder which shall include any market and/or industry standard documentation and the standard representations contained therein, including, without limitation, the pre-printed form 1992 and/or 2002 ISDA Master Agreement (the "ISDA Form") and the related Schedules, Credit Support Annexes and -------------------------------------------------------------------------------- PAGE 2 OF 8 Confirmations (collectively, the "ISDA Master Agreement") and the Master Securities Forward Transaction Agreement (the "MSFTA") and the related Schedules, Annexes and Confirmations (collectively, the "MSFTA Master Agreement") and (b) acknowledge the receipt of brokers' risk disclosure statements, electronic trading disclosure statements and similar disclosures. The Sub-Adviser is authorized to act as agent for each Fund to negotiate, execute and deliver futures give-up agreements with brokers or dealers. In performing these services, Sub-Adviser shall be entitled to rely upon the Fund's quarterly certification which Adviser will provide to the Sub-Adviser on or before June 13, 2012 and promptly after each calendar quarter, a form of which is attached hereto as Schedule C. The Sub-Adviser is authorized to act as agent for the Funds pursuant to any collateral control agreement the Adviser has established on behalf of the Funds in connection with an ISDA Master Agreement or MSFTA Master Agreement. The Adviser acknowledges and understands that the Funds will be bound by any such trading accounts established, and agreements and other documentation executed, by the Sub-Adviser for such investment purposes. The Sub-Adviser is not required to execute foreign currency trades through the Custodian but may, in its sole discretion and in accordance with its fiduciary duty, select the custodian or counterparties for the execution of foreign currency transactions. The Sub-Adviser further agrees that it: a) will use the same skill and care in providing such services as it uses in providing services to other fiduciary accounts for which it has investment responsibilities; b) will conform with all applicable Rules and Regulations of the SEC Securities and Exchange Commission in all material respects and in addition will conduct its activities under this Agreement in accordance with any applicable regulations of any governmental authority pertaining to its investment advisory activities; c) will place orders pursuant to its investment determinations for the Series either directly with the issuer or with any broker or dealerwill, including an affiliated broker-dealer which is a member of a national securities exchange as permitted in accordance with guidelines established by the Board of Managers. In placing orders with brokers and dealersbroker/dealers for the purchase or sale of portfolio securities, the Sub-Adviser will attempt to obtain quality execution at favorable security prices; provided that, on behalf of the best combination of prompt execution of orders in an effective manner and at Fund, the most favorable price. Consistent with this obligation, when the execution and price offered by two or more brokers or dealers are comparable Sub-Adviser may, in its discretion, purchase agree to pay a broker/dealer that furnishes brokerage or research services as such services are defined under Section 28(e) of the Securities Exchange Act of 1934, as amended ("1934 Act"), a higher commission than that which might have been charged by another broker/dealer for effecting the same transactions, if the Sub-Adviser determines in good faith that such commission is reasonable in relation to the brokerage and sell portfolio securities to and from brokers and dealers who provide research services provided by the broker/dealer, viewed in terms of either that particular transaction or the overall responsibilities of the Sub-Adviser with research advice and other servicesrespect to the accounts as to which it exercises investment discretion (as such term is defined under Section 3(a)(35) of the 1934 Act). In no instance will portfolio securities be purchased from or sold to the Sub-Adviser, Sub-Adviser or any affiliated person thereof, except in accordance with the federal securities laws and rules and regulations thereunder; d) may, on occasions when the Sub-Adviser deems the purchase or sale of either a security to be in the Fund, Adviser, or best interest of the Fund as well as other clients of the Sub-Adviser, except to the extent permitted by applicable laws and regulations may, but shall be under no obligation to, aggregate the securities to be purchased or sold to attempt to obtain a more favorable price or lower brokerage commissions and efficient execution. In -------------------------------------------------------------------------------- PAGE 3 OF 8 such event, allocation of the securities so purchased or sold, as may well as the expenses incurred in the transaction, will be permitted under made by the 1940 ActSub-Adviser in the manner the Sub-Adviser considers to be the most equitable and consistent with its fiduciary obligations to the Fund and to its fiduciary obligations to the Fund and to its other clients; de) will report regularly to Adviser and to the Board of Managers Trustees and will make appropriate persons available for the purpose of reviewing with representatives of Adviser and the Board of Managers Trustees on a regular basis at reasonable times the management of the SeriesFunds, including, without limitation, review of the general investment strategies of the SeriesFunds, the performance of the Series Funds in relation to standard industry indices, interest rate considerations and general conditions affecting the marketplace and will provide various other reports from time to time as reasonably requested mutually agreed upon by Adviserboth parties; ef) will prepare and maintain such books and records with respect to the SeriesFunds' securities transactions and will furnish Adviser and FundTrust's Board of Managers Trustees such periodic and special reports as the Board of Managers or Adviser may request; f) will act mutually agreed upon instructions from Adviser not inconsistent with the fiduciary duties hereunderby both parties; g) will treat confidentially and as proprietary information of Fund Trust all such records and other information relative to Fund Trust maintained by the Sub-Adviser, and will not use such records and information for any purpose other than performance of its responsibilities and duties hereunder, except after prior notification to and approval in writing by FundTrust, which approval shall not be unreasonably withheld and may not be withheld where the Sub-Adviser may be exposed to civil or criminal contempt proceedings for failure to comply, when requested to divulge such information by duly constituted authorities, or when so requested by Fund; andTrust; h) will receive the research and recommendations of Adviser with respect to the investment and reinvestment of the assets of the Funds; and i) will, provided custodian promptly forwards proxies to Sub-Adviser, vote proxies received in connection with securities held by the Series Funds consistent with its fiduciary duties hereunder.. The Adviser and the Sub-Adviser each further agree that: a) Sub-Adviser and Adviser shall comply with all requirements of the applicable Commodity Exchange Act, as amended ("CEA") and then-current CFTC regulations that apply to Sub-Adviser with regard to the Funds; and