Common use of Other Covenants Clause in Contracts

Other Covenants. The Sub-Adviser agrees that it will: (a) comply with all applicable rules and regulations of the Securities and Exchange Commission in performance of its duties as sub-investment adviser for the Series and, in addition, will conduct its activities under this Agreement in accordance with other applicable federal and state law; (b) review and analyze on a periodic basis the Series' portfolio holdings and transactions in order to determine their appropriateness in light of such Series' shareholder base; (c) provide, or cause to be provided, to the Board of Directors of the Fund such reports, statistical data and economic information as may be reasonably requested in connection with the Sub-Adviser's services hereunder; (d) 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; (e) place orders pursuant to its investment determinations for the Series either directly with the issuer or with any broker or dealer. In executing portfolio transactions and selecting brokers or dealers, the Sub- Adviser will use its best efforts to seek on behalf of the Series the best overall terms available. In assessing the best overall terms available for any transaction, the Sub-Adviser shall consider all factors that 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. In evaluating the best overall terms available, and in selecting the broker-dealer to execute a particular transaction, the Sub-Adviser may also consider the brokerage and research services (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934) provided to the Series and other accounts over which the Sub-Adviser or an affiliate of the Sub-Adviser exercises investment discretion. The Sub-Adviser is authorized, subject to the prior approval of the Adviser and the Fund's Board of Directors, to pay to a broker or dealer who provides such brokerage and research services a commission for executing a portfolio transaction for any of the Series 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-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 as viewed in terms of that particular transaction or in terms of the overall responsibilities of the Sub-Adviser to the Series. In addition, the Sub-Adviser is authorized to take into account the sale of the Fund's shares in allocating purchase and sale orders for portfolio securities to brokers or dealers (including brokers and dealers that are affiliated with the Adviser, Sub-Adviser or the Fund's principal underwriter), provided that the Sub-Adviser believes that the quality of the execution and the commission are comparable to what they would be with other qualified firms. In no instance, however, will portfolio securities be purchased from or sold to the Adviser, Sub-Adviser, the Fund's principal underwriter or any affiliated person of any of the Fund, the Adviser, Sub-Adviser, or the principal underwriter, acting as principal in the transaction, except to the extent permitted by the Securities and Exchange Commission and other applicable federal and state laws and regulations; (f) maintain historical tax lots for each portfolio security held by the Series; (g) transmit trades to the Fund's custodian for proper settlement; and (h) prepare a quarterly broker security transaction summary and monthly security transaction listing for each Series.

Other Covenants. The Sub-Adviser agrees that it willit: (a) will comply with all applicable rules and regulations of the Securities SEC and Exchange Commission will in performance of its duties as sub-investment adviser for the Series and, in addition, will addition conduct its activities under this Agreement in accordance with other applicable federal and state law; (b) review and analyze on a periodic basis the Series' portfolio holdings and transactions in order to determine their appropriateness in light of such Series' shareholder base; (c) provide, or cause to be provided, to the Board of Directors of the Fund such reports, statistical data and economic information as may be reasonably requested in connection with the Sub-Adviser's services hereunder; (d) 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; (e) will place orders pursuant to its investment determinations for the Series Funds either directly with the issuer or with any broker or dealer. In executing portfolio transactions and selecting brokers or dealers, the Sub- Adviser will use its best efforts to seek on behalf of the Series Fund the best overall terms available. In assessing the best overall terms available for any transaction, the Sub-Adviser shall consider all factors that 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. In evaluating the best overall terms available, and in selecting the broker-dealer to execute a particular transaction, the Sub-Adviser may also consider the brokerage and research services (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934) provided to the Series and Fund and/or other accounts over which the Sub-Adviser or an affiliate of the Sub-Adviser exercises may exercise investment discretion. The Sub-Adviser is authorized, subject to the prior approval of the Adviser and the FundTrust's Board of DirectorsTrustees, to pay to a broker or dealer who provides such brokerage and research services a commission for executing a portfolio transaction for any of the Series 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-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 as viewed in terms of that particular transaction or in terms of the overall responsibilities of the Sub-Adviser to the SeriesFund. In addition, the Sub-Adviser is if authorized to take into account the sale of the Fund's shares in allocating allocate purchase and sale orders for portfolio securities to brokers or dealers (including brokers and dealers that are affiliated with the Adviser, Sub-Adviser or the FundTrust's principal underwriter), provided that ) to take into account the Sub-sale of shares of the Trust if the Adviser believes that the quality of the execution transaction and the commission are comparable to what they would be with other qualified firms. In no instance, however, will portfolio any Fund's securities be purchased from or sold to the Adviser, Subany sub-Adviseradviser engaged with respect to that Fund, the FundTrust's principal underwriter underwriter, or any affiliated person of any of either the FundTrust, the Adviser, Suband sub-Adviser, adviser or the principal underwriter, acting as principal in the transaction, except to the extent permitted by the Securities SEC and Exchange Commission and other applicable federal and state laws and regulations; (f) maintain historical tax lots for each portfolio security held by the Series; (g) transmit trades to the Fund's custodian for proper settlement; and (h) prepare a quarterly broker security transaction summary and monthly security transaction listing for each Series1940 Act.

Other Covenants. The Sub-Investment Adviser agrees that it willit: (a) will comply with all applicable rules Rules and regulations Regulations of the Securities and Exchange Commission and will in performance of its duties as sub-investment adviser for the Series and, in addition, will addition conduct its activities under this Agreement in accordance with other applicable federal and state law; (b) review and analyze on a periodic basis the Series' portfolio holdings and transactions in order to determine their appropriateness in light of such Series' shareholder base; (c) provide, or cause to be provided, to the Board of Directors of the Fund such reports, statistical data and economic information as may be reasonably requested in connection with the Sub-Adviser's services hereunder; (d) 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; (ec) will place orders pursuant to its investment determinations for the Series each Fund either directly with the issuer or with any broker or dealer. In executing portfolio transactions and selecting brokers or dealers, the Sub- Investment Adviser will use its best efforts to seek on behalf of the Series Funds the best overall terms available. In assessing the best overall terms available for any transaction, the Sub-Investment Adviser shall consider all factors that 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. In evaluating the best overall terms available, and in selecting the broker-dealer to execute a particular transaction, the Sub-Investment Adviser may also consider the brokerage and research services (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934) provided to the Series Funds and other accounts over which the Sub-Investment Adviser or an affiliate of the Sub-Investment Adviser exercises investment discretion. The Sub-Investment Adviser is authorized, subject to the prior approval of the Adviser and the FundTrust's Board of DirectorsTrustees, to pay to a broker or dealer who provides such brokerage and research services a commission for executing a portfolio transaction for any of the Series 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-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 as -- viewed in terms of that particular transaction or in terms of the overall responsibilities of the Sub-Investment Adviser to the SeriesFunds. In addition, the Sub-Investment Adviser is authorized to take into account the sale of shares of the Fund's shares Trust in allocating purchase and sale orders for portfolio securities to brokers or dealers (including brokers and dealers that are affiliated with the Adviser, Sub-Investment Adviser or the FundTrust's principal underwriter), provided that the Sub-Investment Adviser believes that the quality of the execution transaction and the commission are comparable to what they would be with other qualified firms. In no instance, however, will portfolio securities be purchased from or sold to the Adviser, Sub-Investment Adviser, the FundTrust's principal underwriter underwriter, or any affiliated person of any of either the FundTrust, the Adviser, Sub-Investment Adviser, or the principal underwriter, acting as principal in the transaction, except to the extent permitted by the Securities and Exchange Commission and other applicable federal and state laws and regulations; (f) maintain historical tax lots for each portfolio security held by the Series; (g) transmit trades to the Fund's custodian for proper settlementCommission; and (hd) prepare will maintain a quarterly broker security transaction summary policy and monthly security transaction listing practice of conducting its investment advisory services hereunder independently of the commercial banking operations of its affiliates. When the Investment Adviser makes investment recommendations for each Seriesa Fund, its investment advisory personnel will not inquire or take into consideration whether the issuer of securities proposed for purchase or sale for the Fund's account are customers of the commercial department of any of the Investment Adviser's affiliates. In dealing with commercial customers, the Investment Adviser's affiliates will not inquire or take into consideration whether securities of those customers are held by the Funds.

Other Covenants. The Sub-Adviser agrees that it willit: (a) will comply with all applicable rules Rules and regulations Regulations of the Securities Commission and Exchange Commission will in performance of its duties as sub-investment adviser for the Series and, in addition, will addition conduct its activities under this Agreement in accordance with other applicable federal law, including but not limited to the 1940 Act and state lawthe Advisers Act; (b) review and analyze on a periodic basis the Series' portfolio holdings and transactions in order to determine their appropriateness in light of such Series' shareholder base; (c) provide, or cause to be provided, to the Board of Directors of the Fund such reports, statistical data and economic information as may be reasonably requested in connection with the Sub-Adviser's services hereunder; (d) 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; (ec) will not make loans to any person to purchase or carry Portfolio shares; (d) will place orders pursuant to its investment determinations for the Series Portfolios either directly with the issuer or with any broker or dealer. In Subject to the other provisions of this paragraph, in executing portfolio transactions and selecting brokers or dealers, the Sub- Adviser will use its best efforts to seek on behalf of the Series each Portfolio the best overall terms available. In assessing the best overall terms available for any transaction, the Sub-Adviser shall consider all factors that 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. In evaluating the best overall terms available, and in selecting the broker-/dealer to execute a particular transaction, the Sub-Adviser may also consider the brokerage and research services (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934, as amended) provided to the Series and Portfolio(s) and/or other accounts over which the Sub-Adviser or an affiliate of the Sub-Adviser exercises investment discretion. The Sub-Adviser is authorized, subject to the prior approval of the Adviser and the FundTrust's Board of DirectorsTrustees, to pay to a broker or dealer who provides such brokerage and research services a commission for executing a portfolio transaction for any of the Series Portfolio 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-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 as dealer, viewed in terms of that particular transaction or in terms of the overall responsibilities of the Sub-Adviser to the Seriesparticular Portfolio and to the Trust. In addition, the Sub-Adviser is authorized to take into account the sale of shares of the Fund's shares Trust in allocating purchase and sale orders for portfolio securities to brokers or dealers (including brokers and dealers that are affiliated with the Adviser, Sub-Adviser or the FundTrust's principal underwriter), provided that the Sub-Adviser believes that the quality of the execution transaction and the commission are comparable to what they would be with other qualified firms. In no instance, however, will portfolio securities be purchased from or sold to the Adviser, Sub-Adviser, Adviser or the FundTrust's principal underwriter for the Portfolios or any an affiliated person of any of the Fund, the Adviser, Sub-Adviser, or the principal underwriter, either acting as principal in the transactionor broker, except to the extent as permitted by the Securities Commission or applicable law; (e) will maintain a policy and Exchange Commission and other applicable federal and state laws and regulations;practice of conducting its investment advisory services hereunder independently of the commercial banking operations of its affiliates. In making investment recommendations for a Portfolio, its investment advisory personnel will not inquire or take into consideration whether the issuer (or related supporting institution) of securities proposed for purchase or sale for the Portfolio's account are customers of the commercial departments of its affiliates. In dealing with commercial customers, such commercial departments will not inquire or take into consideration whether securities of those customers are held by the Portfolio; and (f) maintain historical tax lots will treat confidentially, and as proprietary information of the Trust, all records and other information relative to the Trust and prior, present or potential shareholders, and will not use such records and information for each portfolio security held any purpose other than performance of its responsibilities and duties hereunder (except after prior notification to and approval in writing by the Series; (g) transmit trades Trust, which approval shall not be unreasonably withheld and may not be withheld and will be deemed granted where the 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 Fund's custodian for proper settlement; and (h) prepare a quarterly broker security transaction summary and monthly security transaction listing for each SeriesTrust).

Other Covenants. The In carrying out its obligations under this Agreement, the Sub-Adviser agrees that it willit: (a) will comply with all applicable rules Rules and regulations Regulations of the Securities Commission and Exchange Commission will in performance of its duties as sub-investment adviser for the Series and, in addition, will addition conduct its activities under this Agreement in accordance with other applicable federal law, including but not limited to the 1940 Act and state lawthe Advisers Act; (b) review and analyze on a periodic basis the Series' portfolio holdings and transactions in order to determine their appropriateness in light of such Series' shareholder base; (c) provide, or cause to be provided, to the Board of Directors of the Fund such reports, statistical data and economic information as may be reasonably requested in connection with the Sub-Adviser's services hereunder; (d) 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; (ec) will not make loans to any person to purchase or carry Portfolio shares; (d) will place orders pursuant to its investment determinations for the Series Portfolios either directly with the issuer or with any broker or dealer. In Subject to the other provisions of this paragraph, in executing portfolio transactions and selecting brokers or dealers, the Sub- Sub-Adviser will use its best efforts to seek on behalf of the Series each Portfolio the best overall terms available. In assessing the best overall terms available for any transaction, the Sub-Adviser shall consider all factors that 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. In evaluating the best overall terms available, and in selecting the broker-/dealer to execute a particular transaction, the Sub-Adviser may also consider the brokerage and research services (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934, as amended) provided to the Series and Portfolio(s) and/or other accounts over which the Sub-Adviser or an affiliate of the Sub-Adviser exercises investment discretion. The Sub-Adviser is authorized, subject to the prior approval of the Adviser and the FundTrust's Board of DirectorsTrustees, to pay to a broker or dealer who provides such brokerage and research services a commission for executing a portfolio transaction for any of the Series Portfolio 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-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 as dealer, viewed in terms of that particular transaction or in terms of the overall responsibilities of the Sub-Adviser to the Seriesparticular Portfolio and to the Trust. In addition, the Sub-Adviser is authorized to take into account the sale of shares of the Fund's shares Trust in allocating purchase and sale orders for portfolio securities to brokers or dealers (including brokers and dealers that are affiliated with the Adviser, Sub-Adviser or the FundTrust's principal underwriter), provided that the Sub-Adviser believes that the quality of the execution transaction and the commission are comparable to what they would be with other qualified firms. In no instance, however, will portfolio securities be purchased from or sold to the Adviser, Sub-Adviser, Adviser or the FundTrust's principal underwriter for the Portfolios or any an affiliated person of any of the Fund, the Adviser, Sub-Adviser, or the principal underwriter, either acting as principal in the transactionor broker, except to the extent as permitted by the Securities Commission or applicable law; (e) will maintain a policy and Exchange Commission and other applicable federal and state laws and regulations;practice of conducting its investment advisory services hereunder independently of the commercial banking operations of its affiliates. In making investment recommendations for a Portfolio, its investment advisory personnel will not inquire or take into consideration whether the issuer (or related supporting institution) of securities proposed for purchase or sale for the Portfolio's account are customers of the commercial departments of its affiliates. In dealing with commercial customers, such commercial departments will not inquire or take into consideration whether securities of those customers are held by the Portfolio; and (f) maintain historical tax lots will treat confidentially, and as proprietary information of the Trust, all records and other information relative to the Trust and prior, present or potential shareholders, and will not use such records and information for each portfolio security held any purpose other than performance of its responsibilities and duties hereunder (except after prior notification to and approval in writing by the Series; (g) transmit trades Trust, which approval shall not be unreasonably withheld and may not be withheld and will be deemed granted 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 Fund's custodian for proper settlement; and (h) prepare a quarterly broker security transaction summary and monthly security transaction listing for each SeriesTrust).

Other Covenants. The Sub-Adviser agrees that it will: (a) comply Comply with all applicable laws, rules and regulations regulations, including all applicable Rules and Regulations of the Securities and Exchange Commission in performance of its duties as sub-investment adviser for the Series and, in addition, will conduct its activities under this Agreement in accordance with other applicable federal and state lawCommission; (b) review and analyze on a periodic basis the Series' portfolio holdings and transactions in order to determine their appropriateness in light of such Series' shareholder base; (c) provide, or cause to be provided, to the Board of Directors of the Fund such reports, statistical data and economic information as may be reasonably requested in connection with the Sub-Adviser's services hereunder; (d) use 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; (ec) place Place orders pursuant to its investment determinations for the Series Master Portfolios either directly with the issuer or with any broker or dealer. In executing portfolio transactions and selecting brokers or dealers, the Sub- Sub-Adviser will use its best efforts to seek on behalf of the Series Master Portfolios the best overall terms available. In assessing the best overall terms available for any transaction, the Sub-Adviser shall consider all factors that 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. In evaluating the best overall terms available, and in selecting the broker-dealer to execute a particular transaction, the Sub-Adviser may also consider the brokerage and research services (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934) provided to the Series and Master Portfolios or other accounts over which the Sub-Adviser or an affiliate of the Sub-Adviser exercises investment discretion. The Sub-Adviser is authorized, subject to the prior approval of the Adviser and the FundTrust's Board of DirectorsTrustees, to pay to a broker or dealer who provides such brokerage and research services a commission for executing a portfolio transaction for any of the Series Master Portfolios 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-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 as -- viewed in terms of that particular transaction or in terms of the overall responsibilities of the Sub-Adviser to the SeriesMaster Portfolios. In addition, the Sub-Adviser is authorized to take into account the sale of shares of the Fund's shares Trust in allocating purchase and sale orders for portfolio securities to brokers or dealers (including brokers and dealers that are affiliated with the Adviser, Sub-Adviser or the FundTrust's principal underwriter), provided that the Sub-Adviser believes that the quality of the execution transaction and the commission are comparable to what they would be with other qualified firms. In no instance, however, will portfolio securities be purchased from or sold to the Adviser, Sub-Adviser, the FundTrust's principal underwriter or any affiliated person of any of either the FundTrust, the Adviser, Sub-Adviser, or the Trust's principal underwriter, acting as principal in the transaction, except to the extent permitted by the Securities Commission; (d) Adhere to the policies and Exchange Commission procedures of the Trust adopted on behalf of the Master Portfolios; (e) Use its best efforts to perform its duties and other applicable federal obligations under this Agreement without: (a) any failure of its computer systems, or those used by it in the performance of its duties hereunder, properly to record, store, process, calculate or present calendar dates falling on and state laws after, and regulations;time spans including, September 9, 1999, January 1, 2000 or February 29, 2000 (the "Subject Dates") as a result of the occurrence, or use of data containing any such Subject Dates; (b) any failure of its computer systems, or those used by it in the performance of its duties hereunder, to calculate any information dependent on or relating to dates on or after the Subject Dates; or (c) any loss of functionality or performance with respect to the maintenance of records or processing of data containing dates falling on or after the Subject Dates; and (f) maintain historical tax lots for each portfolio security held Treat confidentially and as proprietary information of the Trust, all records and other information relative to the Trust maintained by the Series; (g) transmit trades 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's custodian 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 proper settlement; and (h) prepare a quarterly broker security transaction summary and monthly security transaction listing for each Seriesfailure to comply, when requested to divulge such information by duly constituted authorities, or when so requested by the Trust.

Other Covenants. The In carrying out its obligations under this Agreement, the Sub-Adviser agrees that it willit: (a) will comply with all applicable rules Rules and regulations Regulations of the Securities Commission and Exchange Commission will in performance of its duties as sub-investment adviser for the Series and, in addition, will addition conduct its activities under this Agreement in accordance with other applicable federal law, including but not limited to the 1940 Act and state lawthe Advisers Act; (b) review and analyze on a periodic basis the Series' portfolio holdings and transactions in order to determine their appropriateness in light of such Series' shareholder base; (c) provide, or cause to be provided, to the Board of Directors of the Fund such reports, statistical data and economic information as may be reasonably requested in connection with the Sub-Adviser's services hereunder; (d) 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; (ec) will not make loans to any person to purchase or carry Fund shares; (d) will place orders pursuant to its investment determinations for the Series Funds either directly with the issuer or with any broker or dealer. In Subject to the other provisions of this paragraph, in executing portfolio transactions and selecting brokers or dealers, the Sub- Sub-Adviser will use its best efforts to seek on behalf of the Series each Fund the best overall terms available. In assessing the best overall terms available for any transaction, the Sub-Adviser shall consider all factors that 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. In evaluating the best overall terms available, and in selecting the broker-/dealer to execute a particular transaction, the Sub-Adviser may also consider the brokerage and research services (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934, as amended) provided to the Series and Fund and/or other accounts over which the Sub-Adviser or an affiliate of the Sub-Adviser exercises investment discretion. The Sub-Adviser is authorized, subject to the prior approval of the Adviser and the FundTrust's Board of DirectorsTrustees, to pay to a broker or dealer who provides such brokerage and research services a commission for executing a portfolio transaction for any of the Series Fund 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-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 as dealer-viewed in terms of that particular transaction or in terms of the overall responsibilities of the Sub-Adviser to the Seriesparticular Fund and to the Trust. In addition, the Sub-Adviser is authorized to take into account the sale of shares of the Fund's shares Trust in allocating purchase and sale orders for portfolio securities to brokers or dealers (including brokers and dealers that are affiliated with the Adviser, Sub-Adviser or the FundTrust's principal underwriter), provided that the Sub-Adviser believes that the quality of the execution transaction and the commission are comparable to what they would be with other qualified firms. In no instance, however, will portfolio securities be purchased from or sold to the Adviser, Sub-AdviserAdviser or the Trust's principal underwriter for the Funds or an affiliated person of either acting as principal or broker, except as permitted by the Commission or applicable law; (e) will maintain a policy and practice of conducting its investment advisory services hereunder independently of the commercial banking operations of its affiliates. In making investment recommendations for a Fund, its investment advisory personnel will not inquire or take into consideration whether the issuer (or related supporting institution) of securities proposed for purchase or sale for the Fund's principal underwriter or any affiliated person of any account are customers of the Fundcommercial departments of its affiliates. In dealing with commercial customers, the Adviser, Sub-Adviser, such commercial departments will not inquire or the principal underwriter, acting as principal in the transaction, except to the extent permitted take into consideration whether securities of those customers are held by the Securities and Exchange Commission and other applicable federal and state laws and regulations;Fund; and (f) maintain historical tax lots will treat confidentially and as proprietary information of the Trust all records and other information relative to the Trust and prior, present or potential shareholders, and will not use such records and information for each portfolio security held any purpose other than performance of its responsibilities and duties hereunder (except after prior notification to and approval in writing by the Series; (g) transmit trades Trust, which approval shall not be unreasonably withheld and may not be withheld and will be deemed granted 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 Fund's custodian for proper settlement; and (h) prepare a quarterly broker security transaction summary and monthly security transaction listing for each SeriesTrust).

Other Covenants. The Sub-Adviser agrees that it willit: (a) will comply with all applicable rules and regulations of the Securities SEC and Exchange Commission will in performance of its duties as sub-investment adviser for the Series and, in addition, will addition conduct its activities under this Agreement in accordance with other applicable federal and state law; (b) review and analyze on a periodic basis the Series' portfolio holdings and transactions in order to determine their appropriateness in light of such Series' shareholder base; (c) provide, or cause to be provided, to the Board of Directors of the Fund such reports, statistical data and economic information as may be reasonably requested in connection with the Sub-Adviser's services hereunder; (d) 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; (e) will place orders pursuant to its investment determinations for the Series Portfolios either directly with the issuer or with any broker or dealer. In executing portfolio Portfolio transactions and selecting brokers or dealers, the Sub- Adviser will use its best efforts to seek on behalf of the Series Portfolio the best overall terms available. In assessing the best overall terms available for any transaction, the Sub-Adviser shall consider all factors that 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. In evaluating the best overall terms available, and in selecting the broker-dealer to execute a particular transaction, transaction the Sub-Adviser may also consider the brokerage and research services (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934) provided to the Series and Portfolio and/or other accounts over which the Sub-Adviser or an affiliate of the Sub-Adviser exercises may exercise investment discretion. The Sub-Adviser is authorized, subject to later revocation by the prior approval of the Adviser and the Fund's Trust’s Board of DirectorsTrustees, to pay to a broker or dealer who provides such brokerage and research services a commission for executing a portfolio transaction for any of the Series Portfolios 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-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 as — viewed in terms of that particular transaction or in terms of the overall responsibilities of the Sub-Adviser to the SeriesPortfolios. In addition, the Sub-Adviser is authorized to take into account the sale of the Fund's shares in allocating allocate purchase and sale orders for portfolio securities to brokers or dealers (including brokers and dealers that are affiliated with the Adviser, Sub-Adviser or the Fund's Trust’s principal underwriter), provided that underwriter if the Sub-Adviser believes that the quality of the execution transaction and the commission are comparable to what they would be with other qualified firms. In no instance, however, will portfolio any Portfolio’s securities be purchased from or sold to the Adviser, Subany sub-Adviseradviser engaged with respect to the Trust, the Fund's Trust’s principal underwriter underwriter, or any affiliated person of any of either the FundTrust, the Adviser, Suband sub-Adviser, adviser or the principal underwriter, acting as principal in the transaction, except to the extent permitted by the Securities SEC and Exchange Commission and other applicable federal and state laws and regulations; (f) maintain historical tax lots for each portfolio security held by the Series; (g) transmit trades to the Fund's custodian for proper settlement; and (h) prepare a quarterly broker security transaction summary and monthly security transaction listing for each Series1940 Act.

Other Covenants. The Sub-Adviser agrees that it will: (a) comply Comply with all applicable laws, rules and regulations regulations, including all applicable Rules and Regulations of the Securities and Exchange Commission in performance of its duties as sub-investment adviser for the Series and, in addition, will conduct its activities under this Agreement in accordance with other applicable federal and state lawCommission; (b) review and analyze on a periodic basis the Series' portfolio holdings and transactions in order to determine their appropriateness in light of such Series' shareholder base; (c) provide, or cause to be provided, to the Board of Directors of the Fund such reports, statistical data and economic information as may be reasonably requested in connection with the Sub-Adviser's services hereunder; (d) use 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; (ec) place Place orders pursuant to its investment determinations for the Series Master Portfolios either directly with the issuer or with any broker or dealer. In executing portfolio transactions and selecting brokers or dealers, the Sub- Sub-Adviser will use its best efforts to seek on behalf of the Series Master Portfolios the best overall terms available. In assessing the best overall terms available for any transaction, the Sub-Adviser shall consider all factors that 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. In evaluating the best overall terms available, and in selecting the broker-dealer to execute a particular transaction, the Sub-Adviser may also consider the brokerage and research services (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934) provided to the Series and Master Portfolios or other accounts over which the Sub-Adviser or an affiliate of the Sub-Adviser exercises investment discretion. The Sub-Adviser is authorized, subject to the prior approval of the Adviser and the FundTrust's Board of DirectorsTrustees, to pay to a broker or dealer who provides such brokerage and research services a commission for executing a portfolio transaction for any of the Series Master Portfolios 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-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 as -- viewed in terms of that particular transaction or in terms of the overall responsibilities of the Sub-Adviser to the SeriesMaster Portfolios. In addition, the Sub-Adviser is authorized to take into account the sale of shares of the Fund's shares Trust in allocating purchase and sale orders for portfolio securities to brokers or dealers (including brokers and dealers that are affiliated with the Adviser, Sub-Adviser or the FundTrust's principal underwriter), provided that the Sub-Adviser believes that the quality of the execution transaction and the commission are comparable to what they would be with other qualified firms. In no instance, however, will portfolio securities be purchased from or sold to the Adviser, Sub-Adviser, the FundTrust's principal underwriter or underwriter, any affiliated person of any of the Fund, the Adviser, Sub-Adviser, or to any affiliated person of either the Trust, the Adviser or the Trust's principal underwriter, acting as principal in the transactiontransaction identified to the Sub-Adviser as such an affiliate, except to the extent permitted by the Securities Commission; (d) Adhere to the policies and Exchange Commission procedures of the Trust adopted on behalf of the Master Portfolios and other applicable federal delivered to the Sub-Adviser; (e) Use its best efforts to perform its duties and state laws obligations under this Agreement without: (a) any failure of its computer systems, or those used by it in the performance of its duties hereunder, properly to record, store, process, calculate or present calendar dates falling on and regulations;after, and time spans including, September 9, 1999, January 1, 2000 or February 29, 2000 (the "Subject Dates") as a result of the occurrence, or use of data containing any such Subject Dates; (b) any failure of its computer systems, or those used by it in the performance of its duties hereunder, to calculate any information dependent on or relating to dates on or after the Subject Dates; or (c) any loss of functionality or performance with respect to the maintenance of records or processing of data containing dates falling on or after the Subject Dates; and (f) maintain historical tax lots for each portfolio security held Treat confidentially and as proprietary information of the Trust, all records and other information relative to the Trust maintained by the Series; (g) transmit trades 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's custodian 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 proper settlement; and (h) prepare a quarterly broker security transaction summary and monthly security transaction listing for each Seriesfailure to comply, when requested to divulge such information by duly constituted authorities, or when so requested by the Trust.

Other Covenants. The Sub-Adviser agrees that it willit: (a) will comply with all applicable rules Rules and regulations Regulations of the U.S. Securities and Exchange Commission and will in performance of its duties as sub-investment adviser for the Series and, in addition, will addition conduct its activities under this Agreement in accordance with other applicable federal and state law; (b) review and analyze on a periodic basis will place or will direct the Series' portfolio holdings and transactions in order sub-advisers to determine their appropriateness in light of such Series' shareholder base; (c) provide, or cause to be provided, to the Board of Directors of the Fund such reports, statistical data and economic information as may be reasonably requested in connection with the Sub-Adviser's services hereunder; (d) 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; (e) place orders pursuant to its its/their investment determinations for the Series Fund(s) either directly with the issuer or with any broker or dealer. In executing portfolio transactions and selecting brokers or dealers, the Sub- Adviser will, or will direct the sub-advisers to use its its/their best efforts to seek on behalf of the Series a Fund the best overall terms available. In assessing the best overall terms available for any transaction, the SubAdviser (or any sub-Adviser adviser) shall consider all factors that 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. In evaluating the best overall terms available, and in selecting the broker-dealer to execute a particular transaction, transaction the SubAdviser (or any sub-Adviser adviser) may also consider the brokerage and research services (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934) provided to the Series and a Fund and/or other accounts over which the Sub-Adviser or an affiliate of the Sub-Adviser exercises may exercise investment discretion. The SubAdviser (or any sub-Adviser adviser) is authorized, subject to the prior approval of the Adviser and the FundTrust's Board of DirectorsTrustees, to pay to a broker or dealer who provides such brokerage and research services a commission for executing a portfolio transaction for any of the Series which Funds that is in excess of the amount of commission another broker or dealer would have charged for effecting that transaction if, but only if, the SubAdviser (or any sub-Adviser 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 as - - viewed in terms of that particular transaction or in terms of the overall responsibilities of the Sub-Adviser to the Seriesa Fund. In addition, the SubAdviser (or any sub-Adviser adviser) is authorized to take into account the sale of the Fund's shares in allocating allocate purchase and sale orders for portfolio securities to brokers or dealers (including brokers and dealers that are affiliated with the Adviser, Sub-Adviser or the FundTrust's principal underwriter), provided that ) to take into account the Sub-sale of shares of the Trust if the Adviser believes that the quality of the execution transaction and the commission are comparable to what they would be with other qualified firms. In no instance, however, will portfolio any Fund's securities be purchased from or sold to the Adviser, Subany sub-Adviseradviser engaged with respect to that Fund, the FundTrust's principal underwriter underwriter, or any affiliated person of any of either the FundTrust, the Adviser, Suband sub-Adviser, adviser or the principal underwriter, acting as principal in the transaction, except to the extent permitted by the U.S. Securities and Exchange Commission and other applicable federal the 1940 Act. The Adviser (and state laws and regulations; (fany sub-adviser) maintain historical tax lots for each portfolio security held by the Series; (g) transmit trades is also authorized to the enter into brokerage/service arrangements with broker-dealers whereby certain broker-dealers agree to pay all or a portion of a Fund's custodian custodian, administrative, transfer agency, and/or other fees in exchange for proper settlement; and such Fund directing certain minimum brokerage amounts to such broker-dealer, if, and only if, the Adviser (hor any sub-adviser) prepare determines in good faith that such arrangement was reasonable - viewed in terms of that particular transaction or terms of the overall responsibilities of the Adviser (or sub-adviser) to a quarterly broker security transaction summary and monthly security transaction listing for each SeriesFund.

Other Covenants. The Sub-Adviser agrees that it will: (a) comply with all applicable rules and regulations of the Securities and Exchange Commission in performance of performing its duties as sub-investment adviser for the Series and, in addition, will conduct its activities under this Agreement in accordance with other applicable federal and state law; (b) review and analyze on a periodic basis the each Series' portfolio holdings and transactions in order to determine their appropriateness in light of such Series' shareholder basetransactions; (c) provide, or cause to be provided, to the Board of Directors of the Fund such reports, statistical data and economic information as may be reasonably requested in connection with the Sub-Adviser's services hereunder; (d) 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; (e) place orders pursuant to its investment determinations for the Series either directly with the issuer or with any broker or dealer. In executing portfolio transactions and selecting brokers or dealers, the Sub- Adviser will use its best efforts to seek on behalf of the Series the best overall terms available. In assessing the best overall terms available for any transaction, the Sub-Adviser shall consider all factors that 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. In evaluating the best overall terms available, and in selecting the broker-dealer to execute a particular transaction, the Sub-Adviser also may also consider the brokerage and research services (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934) provided to the Series and other accounts over which the Sub-Adviser or an affiliate of the Sub-Adviser exercises investment discretion. The Sub-Adviser is authorized, subject to the prior approval of the Adviser and the Fund's Board of Directors, to pay to a broker or dealer who provides such brokerage and research services a commission for executing a portfolio transaction for any of the Series 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-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 as viewed in terms of that particular transaction or in terms of the overall responsibilities of the Sub-Adviser to the Series. In addition, the Sub-Adviser is authorized to take into account the sale of the Fund's shares Shares in allocating purchase and sale orders for portfolio securities to brokers or dealers (including brokers and dealers that are affiliated with the Adviser, Sub-Adviser or the Fund's principal underwriter), provided that the Sub-Adviser believes that the quality of the execution and the commission are comparable to what they would be with other qualified firms. In no instance, however, will portfolio securities be purchased from or sold to the Adviser, Sub-Adviser, the Fund's principal underwriter or any affiliated person of any of either the Fund, the Adviser, Sub-Adviser, or the principal underwriter, acting as principal in the transaction, except to the extent permitted by the Securities and Exchange Commission and other applicable federal and state laws and regulations; (f) maintain historical tax lots for each portfolio security held by the Series; (g) transmit trades to the Fund's custodian for proper settlement; and (h) prepare a quarterly broker security transaction summary and monthly security transaction listing for each Series.

Other Covenants. The Sub-Adviser agrees that it willit: (a) will comply with all applicable rules Rules and regulations Regulations of the Securities Commission and Exchange Commission will in performance of its duties as sub-investment adviser for the Series and, in addition, will addition conduct its activities under this Agreement in accordance with other applicable federal law, including but not limited to the 1940 Act and state lawthe Advisers Act; (b) review and analyze on a periodic basis the Series' portfolio holdings and transactions in order to determine their appropriateness in light of such Series' shareholder base; (c) provide, or cause to be provided, to the Board of Directors of the Fund such reports, statistical data and economic information as may be reasonably requested in connection with the Sub-Adviser's services hereunder; (d) 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; (ec) will not make loans to any person to purchase or carry Fund shares; (d) will place orders pursuant to its investment determinations for the Series Funds either directly with the issuer or with any broker or dealer. In Subject to the other provisions of this paragraph, in executing portfolio transactions and selecting brokers or dealers, the Sub- Adviser will use its best efforts to seek on behalf of the Series each Fund the best overall terms available. In assessing the best overall terms available for any transaction, the Sub-Adviser shall consider all factors that 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. In evaluating the best overall terms available, and in selecting the broker-/dealer to execute a particular transaction, the Sub-Adviser may also consider the brokerage and research services (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934, as amended) provided to the Series and Fund and/or other accounts over which the Sub-Adviser or an affiliate of the Sub-Adviser exercises investment discretion. The Sub-Adviser is authorized, subject to the prior approval of the Adviser and the FundTrust's Board of DirectorsTrustees, to pay to a broker or dealer who provides such brokerage and research services a commission for executing a portfolio transaction for any of the Series Fund 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-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 as dealer-viewed in terms of that particular transaction or in terms of the overall responsibilities of the Sub-Adviser to the Seriesparticular Fund and to the Trust. In addition, the Sub-Adviser is authorized to take into account the sale of shares of the Fund's shares Trust in allocating purchase and sale orders for portfolio securities to brokers or dealers (including brokers and dealers that are affiliated with the Adviser, Sub-Adviser or the FundTrust's principal underwriter), provided that the Sub-Adviser believes that the quality of the execution transaction and the commission are comparable to what they would be with other qualified firms. In no instance, however, will portfolio securities be purchased from or sold to the AdviserAdviser or the Trust's principal underwriter for the Funds or an affiliated person of either acting as principal or broker, Sub-Adviserexcept as permitted by the Commission or applicable law; (e) will maintain a policy and practice of conducting its investment advisory services hereunder independently of the commercial banking operations of its affiliates. In making investment recommendations for a Fund, its investment advisory personnel will not inquire or take into consideration whether the issuer (or related supporting institution) of securities proposed for purchase or sale for the Fund's principal underwriter or any affiliated person of any account are customers of the Fundcommercial departments of its affiliates. In dealing with commercial customers, the Adviser, Sub-Adviser, such commercial departments will not inquire or the principal underwriter, acting as principal in the transaction, except to the extent permitted take into consideration whether securities of those customers are held by the Securities and Exchange Commission and other applicable federal and state laws and regulations;Fund; and (f) maintain historical tax lots will treat confidentially and as proprietary information of the Trust all records and other information relative to the Trust and prior, present or potential shareholders, and will not use such records and information for each portfolio security held any purpose other than performance of its responsibilities and duties hereunder (except after prior notification to and approval in writing by the Series; (g) transmit trades Trust, which approval shall not be unreasonably withheld and may not be withheld and will be deemed granted where the 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 Fund's custodian for proper settlement; and (h) prepare a quarterly broker security transaction summary and monthly security transaction listing for each SeriesTrust).

Other Covenants. The Sub-Adviser agrees that it willit: (a) will comply with all applicable rules Rules and regulations Regulations of the Securities Commission and Exchange Commission will in performance of its duties as sub-investment adviser for the Series and, in addition, will addition conduct its activities under this Agreement in accordance with other applicable federal law, including but not limited to the 1940 Act and state lawthe Advisers Act; (b) review and analyze on a periodic basis the Series' portfolio holdings and transactions in order to determine their appropriateness in light of such Series' shareholder base; (c) provide, or cause to be provided, to the Board of Directors of the Fund such reports, statistical data and economic information as may be reasonably requested in connection with the Sub-Adviser's services hereunder; (d) 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; (ec) will not make loans to any person to purchase or carry Fund shares; (d) will place orders pursuant to its investment determinations for the Series Funds either directly with the issuer or with any broker or dealer. In Subject to the other provisions of this paragraph, in executing portfolio transactions and selecting brokers or dealers, the Sub- Adviser will use its best efforts to seek on behalf of the Series each Fund the best overall terms available. In assessing the best overall terms available for any transaction, the Sub-Adviser shall consider all factors that 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. In evaluating the best overall terms available, and in selecting the broker-dealer to execute a particular transaction, the Sub-Adviser may also consider the any brokerage and research services (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934, as amended) provided to the Series and Fund and/or other accounts over which the Sub-Adviser or an affiliate of the Sub-Adviser exercises investment discretion. The Sub-Adviser is authorized, subject to the prior approval of the Adviser and the Fund's Board of Directors, authorized to pay to a broker or dealer who provides such brokerage and research services a commission for executing a portfolio transaction for any of the Series Fund 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-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 as -- viewed in terms of that particular transaction or in terms of the overall responsibilities of the Sub-Adviser to its clients, including the SeriesFund and the Trust. In addition, the Sub-Adviser is authorized to take into account the sale of shares of the Fund's shares Trust in allocating purchase and sale orders for portfolio securities to brokers or dealers (including brokers and dealers that are affiliated with the Adviser, Sub-Adviser or the FundTrust's principal underwriter), provided that the Sub-Adviser believes that the quality of the execution transaction and the commission are comparable to what they would be with other qualified firms. In no instance, however, will portfolio securities be purchased from or sold to the AdviserAdviser or the Trust's principal underwriter for the Funds or an affiliated person of either acting as principal or broker, Sub-Adviserexcept as permitted by the Commission or applicable law; (e) will maintain a policy and practice of conducting its investment advisory services hereunder independently of the commercial banking operations of its affiliates. In making investment recommendations for a Fund, its investment advisory personnel will not inquire or take into consideration whether the issuer (or related supporting institution) of securities proposed for purchase or sale for the Fund's principal underwriter or any affiliated person of any account are customers of the Fundcommercial departments of its affiliates. In dealing with commercial customers, the Adviser, Sub-Adviser, such commercial departments will not inquire or the principal underwriter, acting as principal in the transaction, except to the extent permitted take into consideration whether securities of those customers are held by the Securities and Exchange Commission and other applicable federal and state laws and regulations;Fund; and (f) maintain historical tax lots will treat confidentially and as proprietary information of the Trust all records and other information relative to the Trust and prior, present or potential shareholders, and will not use such records and information for each portfolio security held any purpose other than performance of its responsibilities and duties hereunder (except after prior notification to and approval in writing by the Series; (g) transmit trades Trust, which approval shall not be unreasonably withheld and may not be withheld and will be deemed granted where the 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 Fund's custodian for proper settlement; and (h) prepare a quarterly broker security transaction summary and monthly security transaction listing for each SeriesTrust).

Other Covenants. The Sub-Adviser agrees that it willit: (a) will comply with all applicable rules Rules and regulations Regulations of the Securities Commission and Exchange Commission will in performance of its duties as sub-investment adviser for the Series and, in addition, will addition conduct its activities under this Agreement in accordance with other applicable federal law, including but not limited to the 1940 Act and state lawthe Advisers Act; (b) review and analyze on a periodic basis the Series' portfolio holdings and transactions in order to determine their appropriateness in light of such Series' shareholder base; (c) provide, or cause to be provided, to the Board of Directors of the Fund such reports, statistical data and economic information as may be reasonably requested in connection with the Sub-Adviser's services hereunder; (d) 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; (ec) will not make loans to any person to purchase or carry Master Portfolio shares; (d) will place orders pursuant to its investment determinations for the Series Master Portfolios either directly with the issuer or with any broker or dealer. In Subject to the other provisions of this paragraph, in executing portfolio transactions and selecting brokers or dealers, the Sub- Adviser will use its best efforts to seek on behalf of the Series each Master Portfolio the best overall terms available. In assessing the best overall terms available for any transaction, the Sub-Adviser shall consider all factors that 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. In evaluating the best overall terms available, and in selecting the broker-/dealer to execute a particular transaction, the Sub-Adviser may also consider the brokerage and research services (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934, as amended) provided to the Series and Master Portfolio(s) and/or other accounts over which the Sub-Adviser or an affiliate of the Sub-Adviser exercises investment discretion. The Sub-Adviser is authorized, subject to the prior approval of the Adviser and the FundTrust's Board of DirectorsTrustees, to pay to a broker or dealer who provides such brokerage and research services a commission for executing a portfolio transaction for any of the Series Master Portfolio 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-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 as dealer, viewed in terms of that particular transaction or in terms of the overall responsibilities of the Sub-Adviser to the Seriesparticular Master Portfolio and to the Trust. In addition, the Sub-Adviser is authorized to take into account the sale of shares of the Fund's shares Trust in allocating purchase and sale orders for portfolio securities to brokers or dealers (including brokers and dealers that are affiliated with the Adviser, Sub-Adviser or the FundTrust's principal underwriter), provided that the Sub-Adviser believes that the quality of the execution transaction and the commission are comparable to what they would be with other qualified firms. In no instance, however, will portfolio securities be purchased from or sold to the Adviser, Sub-Adviser, Adviser or the FundTrust's principal underwriter for the Master Portfolios or any an affiliated person of any of the Fund, the Adviser, Sub-Adviser, or the principal underwriter, either acting as principal in the transactionor broker, except to the extent as permitted by the Securities Commission or applicable law; (e) will maintain a policy and Exchange Commission and other applicable federal and state laws and regulations;practice of conducting its investment advisory services hereunder independently of the commercial banking operations of its affiliates. In making investment recommendations for a Master Portfolio, its investment advisory personnel will not inquire or take into consideration whether the issuer (or related supporting institution) of securities proposed for purchase or sale for the Master Portfolio's account are customers of the commercial departments of its affiliates. In dealing with commercial customers, such commercial departments will not inquire or take into consideration whether securities of those customers are held by the Master Portfolio; and (f) maintain historical tax lots will treat confidentially, and as proprietary information of the Trust, all records and other information relative to the Trust and prior, present or potential interestholders, and will not use such records and information for each portfolio security held any purpose other than performance of its responsibilities and duties hereunder (except after prior notification to and approval in writing by the Series; (g) transmit trades Trust, which approval shall not be unreasonably withheld and may not be withheld and will be deemed granted where the 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 Fund's custodian for proper settlement; and (h) prepare a quarterly broker security transaction summary and monthly security transaction listing for each SeriesTrust).

Other Covenants. The Sub-Adviser agrees that it willit: (a) will comply with all applicable rules Rules and regulations Regulations of the Securities Commission and Exchange Commission will in performance of its duties as sub-investment adviser for the Series and, in addition, will addition conduct its activities under this Agreement in accordance with other applicable federal law, including but not limited to the 1940 Act and state lawthe Advisers Act; (b) review and analyze on a periodic basis the Series' portfolio holdings and transactions in order to determine their appropriateness in light of such Series' shareholder base; (c) provide, or cause to be provided, to the Board of Directors of the Fund such reports, statistical data and economic information as may be reasonably requested in connection with the Sub-Adviser's services hereunder; (d) 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; (ec) will not make loans to any person to purchase or carry Master Portfolio shares; (d) will place orders pursuant to its investment determinations for the Series Master Portfolios either directly with the issuer or with any broker or dealer. In Subject to the other provisions of this paragraph, in executing portfolio transactions and selecting brokers or dealers, the Sub- Adviser will use its best efforts to seek on behalf of the Series each Master Portfolio the best overall terms available. In assessing the best overall terms available for any transaction, the Sub-Adviser shall consider all factors that 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. In evaluating the best overall terms available, and in selecting the broker-/dealer to execute a particular transaction, the Sub-Adviser may also consider the brokerage and research services (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934, as amended) provided to the Series and Master Portfolio(s) and/or other accounts over which the Sub-Adviser or an affiliate of the Sub-Adviser exercises investment discretion. The Sub-Adviser is authorized, subject to the prior approval of the Adviser and the FundMaster Trust's Board of DirectorsTrustees, to pay to a broker or dealer who provides such brokerage and research services a commission for executing a portfolio transaction for any of the Series Master Portfolio 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-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 as dealer, viewed in terms of that particular transaction or in terms of the overall responsibilities of the Sub-Adviser to the Seriesparticular Master Portfolio and to Master Trust. In addition, the Sub-Adviser is authorized to take into account the sale of the Fund's shares of Master Trust in allocating purchase and sale orders for portfolio securities to brokers or dealers (including brokers and dealers that are affiliated with the Adviser, Sub-Adviser or the FundMaster Trust's principal underwriter), provided that the Sub-Adviser believes that the quality of the execution transaction and the commission are comparable to what they would be with other qualified firms. In no instance, however, will portfolio securities be purchased from or sold to the Adviser, Sub-Adviser, the FundAdviser or Master Trust's principal underwriter for the Master Portfolios or any an affiliated person of any of the Fund, the Adviser, Sub-Adviser, or the principal underwriter, either acting as principal in the transactionor broker, except to the extent as permitted by the Securities Commission or applicable law; (e) will maintain a policy and Exchange Commission and other applicable federal and state laws and regulations;practice of conducting its investment advisory services hereunder independently of the commercial banking operations of its affiliates. In making investment recommendations for a Master Portfolio, its investment advisory personnel will not inquire or take into consideration whether the issuer (or related supporting institution) of securities proposed for purchase or sale for the Master Portfolio's account are customers of the commercial departments of its affiliates. In dealing with commercial customers, such commercial departments will not inquire or take into consideration whether securities of those customers are held by the Master Portfolio; and (f) maintain historical tax lots will treat confidentially, and as proprietary information of Master Trust, all records and other information relative to Master Trust and prior, present or potential interestholders, and will not use such records and information for each portfolio security held any purpose other than performance of its responsibilities and duties hereunder (except after prior notification to and approval in writing by Master Trust, which approval shall not be unreasonably withheld and may not be withheld and will be deemed granted where the Series; (g) transmit trades Adviser may be exposed to the Fund's custodian civil or criminal contempt proceedings for proper settlement; and (h) prepare a quarterly broker security transaction summary and monthly security transaction listing for each Seriesfailure to comply, when requested to divulge such information by duly constituted authorities, or when so requested by Master Trust).

Other Covenants. The In carry out its obligations under this Agreement, the Sub-Adviser agrees that it willit: (a) will comply with all applicable rules Rules and regulations Regulations of the Securities Commission and Exchange Commission will in performance of its duties as sub-investment adviser for the Series and, in addition, will addition conduct its activities under this Agreement in accordance with other applicable federal law, including but not limited to the 1940 Act and state lawthe Advisers Act; (b) review and analyze on a periodic basis the Series' portfolio holdings and transactions in order to determine their appropriateness in light of such Series' shareholder base; (c) provide, or cause to be provided, to the Board of Directors of the Fund such reports, statistical data and economic information as may be reasonably requested in connection with the Sub-Adviser's services hereunder; (d) 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; (ec) will not make loans to any person to purchase or carry Fund shares; (d) will place orders pursuant to its investment determinations for the Series Funds either directly with the issuer or with any broker or dealer. In Subject to the other provisions of this paragraph, in executing portfolio transactions and selecting brokers or dealers, the Sub- Sub-Adviser will use its best efforts to seek on behalf of the Series each Fund the best overall terms available. In assessing the best overall terms available for any transaction, the Sub-Adviser shall consider all factors that 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. In evaluating the best overall terms available, and in selecting the broker-dealer to execute a particular transaction, the Sub-Adviser may also consider the any brokerage and research services (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934, as amended) provided to the Series and Fund and/or other accounts over which the Sub-Adviser or an affiliate of the Sub-Adviser exercises investment discretion. The Sub-Adviser is authorized, subject to the prior approval of the Adviser and the Fund's Board of Directors, authorized to pay to a broker or dealer who provides such brokerage and research services a commission for executing a portfolio transaction for any of the Series Fund 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-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 as -- viewed in terms of that particular transaction or in terms of the overall responsibilities of the Sub-Adviser to its clients, including the SeriesFund and the Trust. In addition, the Sub-Adviser is authorized to take into account the sale of shares of the Fund's shares Trust in allocating purchase and sale orders for portfolio securities to brokers or dealers (including brokers and dealers that are affiliated with the Adviser, Sub-Adviser or the FundTrust's principal underwriter), provided that the Sub-Adviser believes that the quality of the execution transaction and the commission are comparable to what they would be with other qualified firms. In no instance, however, will portfolio securities be purchased from or sold to the Adviser, Sub-AdviserAdviser or the Trust's principal underwriter for the Funds or an affiliated person of either acting as principal or broker, except as permitted by the Commission or applicable law; (e) will maintain a policy and practice of conducting its investment advisory services hereunder independently of the commercial banking operations of its affiliates. In making investment recommendations for a Fund, its investment advisory personnel will not inquire or take into consideration whether the issuer (or related supporting institution) of securities proposed for purchase or sale for the Fund's principal underwriter or any affiliated person of any account are customers of the Fundcommercial departments of its affiliates. In dealing with commercial customers, the Adviser, Sub-Adviser, such commercial departments will not inquire or the principal underwriter, acting as principal in the transaction, except to the extent permitted take into consideration whether securities of those customers are held by the Securities and Exchange Commission and other applicable federal and state laws and regulations;Fund; and (f) maintain historical tax lots will treat confidentially and as proprietary information of the Trust all records and other information relative to the Trust and prior, present or potential shareholders, and will not use such records and information for each portfolio security held any purpose other than performance of its responsibilities and duties hereunder (except after prior notification to and approval in writing by the Series; (g) transmit trades Trust, which approval shall not be unreasonably withheld and may not be withheld and will be deemed granted 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 Fund's custodian for proper settlement; and (h) prepare a quarterly broker security transaction summary and monthly security transaction listing for each SeriesTrust).

Other Covenants. The Sub-Adviser agrees that it willit: (a) will comply with all applicable rules Rules and regulations Regulations of the Securities SEC and Exchange Commission in performance of its duties as sub-investment adviser for the Series andwill, in addition, will conduct its activities under this Agreement in accordance with regulations of any other applicable federal Federal and state lawState agencies which may now or in the future have jurisdiction over its activities under this Agreement; (b) review and analyze on a periodic basis the Series' portfolio holdings and transactions in order to determine their appropriateness in light of such Series' shareholder base; (c) provide, or cause to be provided, to the Board of Directors of the Fund such reports, statistical data and economic information as may be reasonably requested in connection with the Sub-Adviser's services hereunder; (d) 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; (e) place orders pursuant to its investment determinations for the Series either directly with the issuer or with any broker or dealer. In executing portfolio transactions and selecting brokers or dealers, the Sub- Adviser will use its best efforts to seek on behalf of the Series the best overall terms availableavailable in executing transactions for the Funds and soliciting brokers or dealers. In assessing the best overall terms available for any transaction, the Sub-Adviser shall consider all factors that it deems relevant, including including, but not limited to, 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. In evaluating the best overall terms available, and in selecting the broker-dealer brokers or dealers to execute a particular transaction, the Sub-Adviser may also consider the brokerage and research services (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934, as amended) provided to the Series and Funds and/or other accounts over which the Sub-Adviser or an affiliate of the Sub-Adviser exercises investment discretion. The Sub-Adviser is authorized, subject to the prior approval of the Adviser and the Fund's Board of Directors, authorized to pay to a broker or dealer who provides such brokerage and research services a commission for executing a portfolio transaction for any of the Series a Fund 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-Adviser determines in good faith that such commission was is reasonable in relation to the value of the brokerage and research services provided by such broker or dealer as dealer, viewed in terms of either that particular transaction or in terms of the overall responsibilities all of the Sub-accounts over which the Adviser to the Series. In addition, the Sub-Adviser is authorized to take into account the sale or any affiliate of the Fund's shares in allocating purchase and sale orders for portfolio securities to brokers or dealers (including brokers and dealers that are affiliated with the Adviser, Sub-Adviser or the Fund's principal underwriter), provided that the Sub-Adviser believes that the quality of the execution and the commission are comparable to what they would be with other qualified firms. In no instance, however, will portfolio securities be purchased from or sold to the Adviser, Sub-Adviser, the Fund's principal underwriter or any affiliated person of any of the Fund, the Adviser, Sub-Adviser, or the principal underwriter, acting as principal in the transaction, except to the extent permitted by the Securities and Exchange Commission and other applicable federal and state laws and regulationsexercises investment discretion; (fc) maintain historical tax lots will provide certain executive personnel for each portfolio security held the Trust as may be mutually agreed upon from time to time with the Board of Trustees, the salaries and expenses of such personnel to be borne by the SeriesAdviser unless otherwise mutually agreed upon; (gd) transmit trades will, at its own expense, maintain such staff and employ or retain such personnel and consult with such other persons as may be necessary to render the services required to be provided by the Adviser or furnished to the FundTrust under this Agreement. Without limiting the generality of the foregoing, the staff and personnel of the Adviser shall be deemed to include persons employed or otherwise retained by the Adviser to furnish statistical and other factual data, advice regarding economic factors and trends, information with respect to technical and scientific developments, and such other information, advice and assistance as the Adviser may desire. The Adviser will also provide such additional management and administrative services as may be required in connection with the business affairs and operations of the Trust beyond those furnished by the Trust's custodian for proper settlement; andadministrator; (he) prepare a quarterly broker security transaction summary will bear the cost of rendering the services to be performed by it under this Agreement, and monthly security transaction listing for each Seriesshall provide the Trust with such office space, facilities, equipment, clerical help, and other personnel and services as the Trust shall reasonably require in the conduct of its business.

Other Covenants. The Sub-Adviser agrees that it willit: (a) will comply with all applicable rules Rules and regulations Regulations of the U.S. Securities and Exchange Commission and will in performance of its duties as sub-investment adviser for the Series and, in addition, will addition conduct its activities under this Agreement in accordance with other applicable federal and state law; (b) review and analyze on a periodic basis will place or will cause the Series' portfolio holdings and transactions in order sub-advisors to determine their appropriateness in light of such Series' shareholder base; (c) provide, or cause to be provided, to the Board of Directors of the Fund such reports, statistical data and economic information as may be reasonably requested in connection with the Sub-Adviser's services hereunder; (d) 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; (e) place orders pursuant to its its/their investment determinations for the Series Fund(s) either directly with the issuer or with any broker or dealer. In executing portfolio transactions and selecting brokers or dealers, the Sub- Adviser Advisor will, or will cause the sub-advisors to use its its/their best efforts to seek on behalf of the Series a Fund the best overall terms available. In assessing the best overall terms available for any transaction, the SubAdvisor (or any sub-Adviser advisor) shall consider all factors that 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. In evaluating the best overall terms available, and in selecting the broker-dealer to execute a particular transaction, transaction the SubAdvisor (or any sub-Adviser advisor) may also consider the brokerage and research services (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934) provided to the Series and a Fund and/or other accounts over which the Sub-Adviser or an affiliate of the Sub-Adviser exercises Advisor may exercise investment discretion. The SubAdvisor (or any sub-Adviser advisor) is authorized, subject to the prior approval of the Adviser and the Fund's Trust’s Board of DirectorsTrustees, to pay to a broker or dealer who provides such brokerage and research services a commission for executing a portfolio transaction for any of the Series which Funds that is in excess of the amount of commission another broker or dealer would have charged for effecting that transaction if, but only if, the SubAdvisor (or any sub-Adviser advisor) 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 as - - viewed in terms of that particular transaction or in terms of the overall responsibilities of the Sub-Adviser Advisor to the Series. In addition, the Sub-Adviser is authorized to take into account the sale of the a Fund's shares in allocating purchase and sale orders for portfolio securities to brokers or dealers (including brokers and dealers that are affiliated with the Adviser, Sub-Adviser or the Fund's principal underwriter), provided that the Sub-Adviser believes that the quality of the execution and the commission are comparable to what they would be with other qualified firms. In no instance, however, will portfolio any Fund’s securities be purchased from or sold to the AdviserAdvisor, Subany sub-Adviseradvisor engaged with respect to that Fund, the Fund's Trust’s principal underwriter underwriter, or any affiliated person of any of either the FundTrust, the AdviserAdvisor, Suband sub-Adviser, advisor or the principal underwriter, acting as principal in the transaction, except to the extent permitted by the U.S. Securities and Exchange Commission and the 1940 Act. The Advisor (and any sub-advisor) is also authorized to enter into brokerage/service arrangements with broker-dealers whereby certain broker-dealers agree to pay all or a portion of a Fund’s custodian, administrative, transfer agency, and/or other applicable federal fees in exchange for such Fund directing certain minimum brokerage amounts to such broker-dealer, if, and state laws and regulations; only if, the Advisor (for any sub-advisor) maintain historical tax lots for each portfolio security held by determines in good faith that such arrangement was reasonable - viewed in terms of that particular transaction or terms of the Series; overall responsibilities of the Advisor (gor sub-advisor) transmit trades to the a Fund's custodian for proper settlement; and (h) prepare a quarterly broker security transaction summary and monthly security transaction listing for each Series.

Other Covenants. The Sub-Adviser agrees that it willit: (a) will comply with all applicable rules Rules and regulations Regulations of the Securities and Exchange Commission and will in performance of its duties as sub-investment adviser for the Series and, in addition, will addition conduct its activities under this Agreement in accordance with other applicable federal and state law; (b) review and analyze on a periodic basis the Series' portfolio holdings and transactions in order to determine their appropriateness in light of such Series' shareholder base; (c) provide, or cause to be provided, to the Board of Directors of the Fund such reports, statistical data and economic information as may be reasonably requested in connection with the Sub-Adviser's services hereunder; (d) 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; (e) will place orders pursuant to its investment determinations for the Series Portfolios either directly with the issuer or with any broker or dealer. In executing portfolio Portfolio transactions and selecting brokers or dealers, the Sub- Adviser will use its best efforts to seek on behalf of the Series Portfolio the best overall terms available. In assessing the best overall terms available for any transaction, the Sub-Adviser shall consider all factors that 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. In evaluating the best overall terms available, and in selecting the broker-dealer to execute a particular transaction, transaction the Sub-Adviser may also consider the brokerage and research services (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934) provided to the Series and Portfolio and/or other accounts over which the Sub-Adviser or an affiliate of the Sub-Adviser exercises may exercise investment discretion. The Sub-Adviser is authorized, subject to the prior approval of the Adviser and the FundTrust's Board of DirectorsTrustees, to pay to a broker or dealer who provides such brokerage and research services a commission for executing a portfolio transaction for any of the Series Portfolios 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-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 as - - viewed in terms of that particular transaction or in terms of the overall responsibilities of the Sub-Adviser to the SeriesPortfolio. In addition, the Sub-Adviser is if authorized to take into account the sale of the Fund's shares in allocating allocate purchase and sale orders for portfolio securities to brokers or dealers (including brokers and dealers that are affiliated with the Adviser, Sub-Adviser or the FundTrust's principal underwriter), provided that ) to take into account the Sub-sale of shares of the Trust if the Adviser believes that the quality of the execution transaction and the commission are comparable to what they would be with other qualified firms. In no instance, however, will portfolio any Portfolio's securities be purchased from or sold to the Adviser, Subany sub-Adviseradviser engaged with respect to that Portfolio, the FundTrust's principal underwriter underwriter, or any affiliated person of any of either the FundTrust, the Adviser, Suband sub-Adviser, adviser or the principal underwriter, acting as principal in the transaction, except to the extent permitted by the Securities and Exchange Commission and other applicable federal and state laws and regulations; (f) maintain historical tax lots for each portfolio security held by the Series; (g) transmit trades to the Fund's custodian for proper settlement; and (h) prepare a quarterly broker security transaction summary and monthly security transaction listing for each Series1940 Act.

Other Covenants. The Sub-Adviser agrees that it will: (a) comply Comply with all applicable rules Rules and regulations Regulations of the Securities Commission and Exchange Commission will in performance of its duties as sub-investment adviser for the Series and, in addition, will addition conduct its activities under this Agreement in accordance with other applicable federal and state law; (b) review and analyze on a periodic basis the Series' portfolio holdings and transactions in order to determine their appropriateness in light of such Series' shareholder base; (c) provide, or cause to be provided, to the Board of Directors of the Fund such reports, statistical data and economic information as may be reasonably requested in connection with the Sub-Adviser's services hereunder; (d) use 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; (ec) place Place orders pursuant to its investment determinations for the Series Master Portfolios either directly with the issuer or with any broker or dealer. In executing portfolio transactions and selecting brokers or dealers, the Sub- Sub-Adviser will use its best efforts to seek on behalf of the Series Master Portfolios the best overall terms available. In assessing the best overall terms available for any transaction, the Sub-Adviser shall consider all factors that 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. In evaluating the best overall terms available, and in selecting the broker-dealer to execute a particular transaction, the Sub-Adviser may also consider the brokerage and research services (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934) provided to the Series and Master Portfolios or other accounts over which the Sub-Adviser or an affiliate of the Sub-Adviser exercises investment discretion. The Sub-Adviser is authorized, subject to the prior approval of the Adviser and the FundTrust's Board of DirectorsTrustees, to pay to a broker or dealer who provides such brokerage and research services a commission for executing a portfolio transaction for any of the Series Master Portfolios 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-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 as -- viewed in terms of that particular transaction or in terms of the overall responsibilities of the Sub-Adviser to the SeriesMaster Portfolios. In addition, the Sub-Adviser is authorized to take into account the sale of shares of the Fund's shares Trust in allocating purchase and sale orders for portfolio securities to brokers or dealers (including brokers and dealers that are affiliated with the Adviser, Sub-Adviser or the FundTrust's principal underwriter), provided that the Sub-Adviser believes that the quality of the execution transaction and the commission are comparable to what they would be with other qualified firms. In no instance, however, will portfolio securities be purchased from or sold to the Adviser, Sub-Adviser, the FundTrust's principal underwriter or any affiliated person of any of either the FundTrust, the Adviser, Sub-Adviser, or the Trust's principal underwriter, acting as principal in the transaction, except to the extent permitted by the Securities Commission; (d) Treat confidentially and Exchange Commission as proprietary information of the Trust, all records and other applicable federal information relative to the Trust maintained by the Sub-Adviser, and state laws will not use such records and regulationsinformation for any purpose other than performance of its responsibilities and duties hereunder, except after prior notification to and approval in writing by the 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; (e) Adhere to the policies and procedures of the Trust adopted on behalf of the Master Portfolios and delivered to the Sub-Adviser; and (f) maintain historical tax lots Maintain a policy and practice of conducting its sub-investment advisory services hereunder independently of its, and any of its affiliates', commercial banking operations. When the Sub-Adviser makes investment recommendations for each portfolio security the Master Portfolios, its investment advisory personnel will not inquire or take into consideration whether the issuers of securities proposed for purchase or sale for the Master Portfolios' accounts are customers of its, or any of its affiliates', commercial department. In dealing with commercial customers, the commercial department of the Sub-Adviser, or any of its affiliates, will not inquire or take into consideration whether securities of those customers are held by the Series; (g) transmit trades to the Fund's custodian for proper settlement; and (h) prepare a quarterly broker security transaction summary and monthly security transaction listing for each SeriesMaster Portfolios.

Other Covenants. The Sub-Adviser agrees that it willit: (a) will comply with all applicable rules and regulations of the Securities SEC and Exchange Commission will in performance of its duties as sub-investment adviser for the Series and, in addition, will addition conduct its activities under this Agreement in accordance with other applicable federal and state law; (b) review and analyze on a periodic basis the Series' portfolio holdings and transactions in order to determine their appropriateness in light of such Series' shareholder base; (c) provide, or cause to be provided, to the Board of Directors of the Fund such reports, statistical data and economic information as may be reasonably requested in connection with the Sub-Adviser's services hereunder; (d) 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; (e) will place orders pursuant to its investment determinations for the Series Fund either directly with the issuer or with any broker or dealer. In executing portfolio transactions and selecting brokers or dealers, the Sub- Adviser will use its best efforts to seek on behalf of the Series Fund the best overall terms available. In assessing the best overall terms available for any transaction, the Sub-Adviser shall consider all factors that 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. In evaluating the best overall terms available, and in selecting the broker-dealer to execute a particular transaction, the Sub-Adviser may also consider the brokerage and research services (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934) provided to the Series and Fund and/or other accounts over which the Sub-Adviser or an affiliate of the Sub-Adviser exercises may exercise investment discretion. The Sub-Adviser is authorized, subject to the prior approval of the Adviser and the Fund's Board of Directors, to pay to a broker or dealer who provides such brokerage and research services a commission for executing a portfolio transaction for any of the Series Fund 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-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 as viewed in terms of that particular transaction or in terms of the overall responsibilities of the Sub-Adviser to the SeriesFund. In addition, the Sub-Adviser is authorized to take into account the sale of the Fund's shares in allocating allocate purchase and sale orders for portfolio securities to brokers or dealers (including brokers and dealers that are affiliated with the Adviser, Sub-Adviser or the Fund's principal underwriter), provided that ) to take into account the Sub-sale of shares of the Fund if the Adviser believes that the quality of the execution transaction and the commission are comparable to what they would be with other qualified firms. In no instance, however, will portfolio the Fund's securities be purchased from or sold to the Adviser, Subany sub-Adviseradviser engaged with respect to the Fund, the Fund's principal underwriter underwriter, or any affiliated person of any of either the Fund, the Adviser, Suband sub-Adviser, adviser or the principal underwriter, acting as principal in the transaction, except to the extent permitted by the Securities SEC and Exchange Commission and other applicable federal and state laws and regulations; (f) maintain historical tax lots for each portfolio security held by the Series; (g) transmit trades to the Fund's custodian for proper settlement; and (h) prepare a quarterly broker security transaction summary and monthly security transaction listing for each Series1940 Act.

Other Covenants. The In carrying out its obligations under this Agreement, the Sub-Adviser agrees that it willit: (a) will comply with all applicable rules Rules and regulations Regulations of the Securities Commission and Exchange Commission will in performance of its duties as sub-investment adviser for the Series and, in addition, will addition conduct its activities under this Agreement in accordance with other applicable federal law, including but not limited to the 1940 Act and state lawthe Advisers Act; (b) review and analyze on a periodic basis the Series' portfolio holdings and transactions in order to determine their appropriateness in light of such Series' shareholder base; (c) provide, or cause to be provided, to the Board of Directors of the Fund such reports, statistical data and economic information as may be reasonably requested in connection with the Sub-Adviser's services hereunder; (d) 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; (ec) will not make loans to any person to purchase or carry Portfolio shares; (d) will place orders pursuant to its investment determinations for the Series Portfolios either directly with the issuer or with any broker or dealer. In Subject to the other provisions of this paragraph, in executing portfolio transactions and selecting brokers or dealers, the Sub- Sub-Adviser will use its best efforts to seek on behalf of the Series each Portfolio the best overall terms available. In assessing the best overall terms available for any transaction, the Sub-Adviser shall consider all factors that 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. In evaluating the best overall terms available, and in selecting the broker-/dealer to execute a particular transaction, the Sub-Adviser may also consider the brokerage and research services (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934, as amended) provided to the Series and Portfolio and/or other accounts over which the Sub-Adviser or an affiliate of the Sub-Adviser exercises investment discretion. The Sub-Adviser is authorized, subject to the prior approval of the Adviser and the FundTrust's Board of DirectorsTrustees, to pay to a broker or dealer who provides such brokerage and research services a commission for executing a portfolio transaction for any of the Series Portfolio 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-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 as dealer-viewed in terms of that particular transaction or in terms of the overall responsibilities of the Sub-Adviser to the Seriesparticular Portfolio and to the Trust. In addition, the Sub-Adviser is authorized to take into account the sale of shares of the Fund's shares Trust in allocating purchase and sale orders for portfolio securities to brokers or dealers (including brokers and dealers that are affiliated with the Adviser, Sub-Adviser or the FundTrust's principal underwriter), provided that the Sub-Adviser believes that the quality of the execution transaction and the commission are comparable to what they would be with other qualified firms. In no instance, however, will portfolio securities be purchased from or sold to the Adviser, Sub-Adviser, Adviser or the FundTrust's principal underwriter for the Portfolios or any an affiliated person of any of the Fund, the Adviser, Sub-Adviser, or the principal underwriter, either acting as principal in the transactionor broker, except to the extent as permitted by the Securities Commission or applicable law; (e) will maintain a policy and Exchange Commission and other applicable federal and state laws and regulations;practice of conducting its investment advisory services hereunder independently of the commercial banking operations of its affiliates. In making investment recommendations for a Portfolio, its investment advisory personnel will not inquire or take into consideration whether the issuer (or related supporting institution) of securities proposed for purchase or sale for the Portfolio's account are customers of the commercial departments of its affiliates. In dealing with commercial customers, such commercial departments will not inquire or take into consideration whether securities of those customers are held by the Portfolio; and (f) maintain historical tax lots will treat confidentially and as proprietary information of the Trust all records and other information relative to the Trust and prior, present or potential shareholders, and will not use such records and information for each portfolio security held any purpose other than performance of its responsibilities and duties hereunder (except after prior notification to and approval in writing by the Series; (g) transmit trades Trust, which approval shall not be unreasonably withheld and may not be withheld and will be deemed granted 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 Fund's custodian for proper settlement; and (h) prepare a quarterly broker security transaction summary and monthly security transaction listing for each SeriesTrust).

Other Covenants. The Sub-Adviser Advisor agrees that it willit: (a) will comply with all applicable rules Rules and regulations Regulations of the U.S. Securities and Exchange Commission in performance of its duties as sub-investment adviser for the Series and, in addition, will conduct its activities under this Agreement in accordance with all other applicable federal law and state lawregulations; (b) review and analyze on a periodic basis the Series' portfolio holdings and transactions in order to determine their appropriateness in light of such Series' shareholder base; (c) providewill place, or will cause each sub-advisor to be providedplace, to the Board of Directors of the Fund such reports, statistical data and economic information as may be reasonably requested in connection with the Sub-Adviser's services hereunder; (d) 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; (e) place orders pursuant to its the sub-advisor’s investment determinations for the Series Fund either directly with the issuer or with any broker or dealer. In executing portfolio transactions and selecting brokers or dealers, the Sub- Adviser Advisor will, or will cause the sub-advisors, to use its its/their best efforts to seek on behalf of the Series a Fund the best overall terms available. In assessing the best overall terms available for any transaction, the SubAdvisor (or any sub-Adviser advisor) shall consider all factors that 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. In evaluating the best overall terms available, and in selecting the broker-dealer to execute a particular transaction, the SubAdvisor (or any sub-Adviser advisor) may also consider the brokerage and research services (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934) provided to the Series and a Fund and/or other accounts over which the Sub-Adviser Advisor or an affiliate of the Sub-Adviser exercises Advisor may exercise investment discretion. The SubAdvisor (or any sub-Adviser advisor) is authorized, subject to the prior approval of the Adviser and the Fund's Board of Directors, authorized to pay to a broker or dealer who provides such brokerage and research services a commission for executing a portfolio transaction for any of the Series which Funds that is in excess of the amount of commission another broker or dealer would have charged for effecting that transaction if, but only if, if the SubAdvisor or sub-Adviser advisor 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 as dealer, viewed in terms of that particular transaction or in terms of the overall responsibilities of the Sub-Adviser Advisor to the Series. In addition, the Sub-Adviser is authorized to take into account the sale of the a Fund's shares in allocating purchase and sale orders for portfolio securities to brokers or dealers (including brokers and dealers that are affiliated with the Adviser, Sub-Adviser or the Fund's principal underwriter), provided that the Sub-Adviser believes that the quality of the execution and the commission are comparable to what they would be with other qualified firms. In no instance, however, will portfolio any Fund’s securities be purchased from or sold to the AdviserAdvisor, Subany sub-Adviseradvisor engaged with respect to that Fund, the Fund's Trust’s principal underwriter underwriter, or any affiliated person of any of either the FundTrust, the AdviserAdvisor, Subany sub-Adviser, advisor or the principal underwriter, acting as principal in the transaction, except to the extent permitted by the Securities SEC, 1940 Act or the rules thereunder. The Advisor (and Exchange Commission any sub-advisor) is also authorized to enter into brokerage/service arrangements with broker-dealers whereby certain broker-dealers agree to pay all or a portion of a Fund’s custodian, administrative, transfer agency, and/or other fees in exchange for such Fund directing certain minimum brokerage amounts to such broker-dealer, if, and other applicable federal and state laws and regulations; only if, the Advisor (for any sub-advisor) maintain historical tax lots for each portfolio security held by determines in good faith that such arrangement was reasonable viewed in terms of that particular transaction or terms of the Series; overall responsibilities of the Advisor (gor sub-advisor) transmit trades to the a Fund's custodian for proper settlement; and (h) prepare a quarterly broker security transaction summary and monthly security transaction listing for each Series.

Other Covenants. The Sub-Investment Adviser agrees that it willit: (a) Will comply with all applicable rules Rules and regulations Regulations of the Securities and Exchange Commission in performance of its duties as sub-investment adviser for the Series and, in addition, and will conduct its activities under this Agreement in accordance with other applicable federal and state law; (b) review and analyze on a periodic basis the Series' portfolio holdings and transactions in order to determine their appropriateness in light of such Series' shareholder base; (c) provide, or cause to be provided, to the Board of Directors of the Fund such reports, statistical data and economic information as may be reasonably requested in connection with the Sub-Adviser's services hereunder; (d) 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;; and (ec) Will place orders pursuant to its investment determinations for the Series each Fund either directly with the issuer or with any broker or dealer. In executing portfolio transactions and selecting brokers or dealers, the Sub- Investment Adviser will use its best efforts to seek on behalf of the Series each Fund the best overall terms available. In assessing the best overall terms available for any transaction, the Sub-Investment Adviser shall consider all factors that 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. In evaluating the best overall terms available, and in selecting the broker-dealer to execute a particular transaction, the Sub-Investment Adviser may also consider the brokerage and research services (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934) provided to the Series and each Fund and/or other accounts over which the Sub-Investment Adviser or an affiliate of the Sub-Investment Adviser exercises investment discretion. The Sub-Investment Adviser is authorized, subject to the prior approval of the Adviser and the FundTrust's Board of DirectorsTrustees, to pay to a broker or dealer who provides such brokerage and research services a commission for executing a portfolio transaction for any of the Series each Fund 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-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 as -- viewed in terms of that particular transaction or in terms of the overall responsibilities of the Sub-Investment Adviser to the SeriesFund. In addition, the Sub-Investment Adviser is authorized to take into account the sale of the Fund's shares in allocating purchase and sale sales orders for portfolio securities to brokers or dealers (including brokers and dealers that are affiliated with the Adviser, Sub-Investment Adviser or the FundTrust's principal underwriter), provided that ) to take into account the Sub-sale of shares of the Trust by the broker or dealer if the Investment Adviser believes that the quality of the execution transaction and the commission are comparable to what they would be with other qualified firms. In no instance, however, will portfolio securities be purchased from or sold to the Adviser, Sub-Investment Adviser, the FundTrust's principal underwriter or any affiliated person of any of either the FundTrust, the Adviser, Sub-Adviser, Investment Adviser or the principal underwriter, acting as principal in the transaction, except to the extent permitted by the Securities and Exchange Commission and other applicable federal and state laws and regulations; (f) maintain historical tax lots for each portfolio security held by the Series; (g) transmit trades to the Fund's custodian for proper settlement; and (h) prepare a quarterly broker security transaction summary and monthly security transaction listing for each SeriesCommission.

Other Covenants. (a) With a view to making available to Subscriber the benefits of Rule 144 promulgated under the Securities Act or any other similar rule or regulation of the Commission that may at any time permit Subscriber to sell Subscribed Securities to the public without registration, the Company agrees, until the earlier of (x) the time at which all of the Subscribed Securities have been registered for resale or (y) the time at which Subscriber no longer holds Subscribed Securities, to use commercially reasonable efforts to: i. make and keep public information available, as those terms are understood and defined in Rule 144; ii. file with the Commission in a timely manner all reports and other documents required to be filed by the Company under Section 13 or Section 15(d) of the Exchange Act, for so long as the Company remains subject to such requirements and the filing of such reports and other documents is required to enable Subscriber to sell Subscribed Securities under Rule 144; and iii. furnish to Subscriber, upon request in connection with an anticipated sale of Subscribed Securities by Subscriber under Rule 144, a written statement by the Company, if true, that it has complied with the reporting and submission requirements of Rule 144(c) during the 12-month period preceding such anticipated sale. (b) The Sub-Adviser Subscriber hereby acknowledges and agrees that it will: will not, nor will any person acting at the Subscriber’s direction or pursuant to any understanding with the Subscriber, directly or indirectly offer, sell, pledge, contract to sell, sell any option, engage in hedging activities or execute any “short sales” as defined in Rule 200 of Regulation SHO under the Exchange Act, and all types of direct and indirect stock pledges (a) comply other than pledges in the ordinary course of business as part of prime brokerage arrangements), forward sale contracts, options, puts, calls, swaps and similar arrangements (including on a total return basis), and sales and other transactions through non-U.S. broker dealers or foreign regulated brokers, with all applicable rules and regulations respect to securities of the Securities and Exchange Commission in performance Company (all of its duties as sub-investment adviser for the Series andforegoing transactions, in addition, will conduct its activities under “Short Sales”) until the Closing or the earlier termination of this Subscription Agreement in accordance with its terms. Notwithstanding the foregoing, (i) nothing herein shall prohibit other applicable federal entities under common management with the Subscriber that are managed by portfolio managers having no knowledge of this Subscription Agreement or of the Subscriber’s participation in the subscription from entering into any Short Sales and state law; (bii) review in the case of a Subscriber that is a multi-managed investment vehicle whereby separate portfolio managers manage separate portions of the Subscriber’s assets and analyze on a periodic basis the Series' portfolio holdings and transactions in order to determine their appropriateness in light managers have no knowledge of the investment decisions made by the portfolio managers managing other portions of such Series' shareholder base;Subscriber’s assets, the covenant set forth above shall only apply with respect to the portion of assets managed by the portfolio manager that made the investment decision to purchase the Subscribed Shares covered by this Subscription Agreement. (c) providePrior to the Closing, or cause the Company shall take all such steps as Subscriber may reasonable request for the purpose of causing the acquisition of the Subscribed Shares, Incentive Warrants and the shares of Common Stock issuable upon exercise of the Incentive Warrants by the Subscriber under this Agreement to be provided, to exempt under Rule 16b-3 promulgated under the Board of Directors of the Fund such reports, statistical data and economic information as may be reasonably requested in connection with the Sub-Adviser's services hereunder; (d) 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; (e) place orders pursuant to its investment determinations for the Series either directly with the issuer or with any broker or dealer. In executing portfolio transactions and selecting brokers or dealers, the Sub- Adviser will use its best efforts to seek on behalf of the Series the best overall terms available. In assessing the best overall terms available for any transaction, the Sub-Adviser shall consider all factors that 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. In evaluating the best overall terms available, and in selecting the broker-dealer to execute a particular transaction, the Sub-Adviser may also consider the brokerage and research services (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934) provided to the Series and other accounts over which the Sub-Adviser or an affiliate of the Sub-Adviser exercises investment discretion. The Sub-Adviser is authorized, subject to the prior approval of the Adviser and the Fund's Board of Directors, to pay to a broker or dealer who provides such brokerage and research services a commission for executing a portfolio transaction for any of the Series 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-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 as viewed in terms of that particular transaction or in terms of the overall responsibilities of the Sub-Adviser to the Series. In addition, the Sub-Adviser is authorized to take into account the sale of the Fund's shares in allocating purchase and sale orders for portfolio securities to brokers or dealers (including brokers and dealers that are affiliated with the Adviser, Sub-Adviser or the Fund's principal underwriter), provided that the Sub-Adviser believes that the quality of the execution and the commission are comparable to what they would be with other qualified firms. In no instance, however, will portfolio securities be purchased from or sold to the Adviser, Sub-Adviser, the Fund's principal underwriter or any affiliated person of any of the Fund, the Adviser, Sub-Adviser, or the principal underwriter, acting as principal in the transaction, except to the extent permitted by the Securities and Exchange Commission and other applicable federal and state laws and regulations; (f) maintain historical tax lots for each portfolio security held by the Series; (g) transmit trades to the Fund's custodian for proper settlement; and (h) prepare a quarterly broker security transaction summary and monthly security transaction listing for each SeriesAct.

Other Covenants. The In carrying out its obligations under this Agreement, the Sub-Adviser agrees that it willit: (a) will comply with all applicable rules Rules and regulations Regulations of the Securities Commission and Exchange Commission will in performance of its duties as sub-investment adviser for the Series and, in addition, will addition conduct its activities under this Agreement in accordance with other applicable federal law, including but not limited to the 1940 Act and state lawthe Advisers Act; (b) review and analyze on a periodic basis the Series' portfolio holdings and transactions in order to determine their appropriateness in light of such Series' shareholder base; (c) provide, or cause to be provided, to the Board of Directors of the Fund such reports, statistical data and economic information as may be reasonably requested in connection with the Sub-Adviser's services hereunder; (d) 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; (ec) will not make loans to any person to purchase or carry Master Portfolio shares; (d) will place orders pursuant to its investment determinations for the Series Master Portfolios either directly with the issuer or with any broker or dealer. In Subject to the other provisions of this paragraph, in executing portfolio transactions and selecting brokers or dealers, the Sub- Sub-Adviser will use its best efforts to seek on behalf of the Series each Master Portfolio the best overall terms available. In assessing the best overall terms available for any transaction, the Sub-Adviser shall consider all factors that 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. In evaluating the best overall terms available, and in selecting the broker-/dealer to execute a particular transaction, the Sub-Adviser may also consider the any brokerage and research services (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934, as amended) provided to the Series and Master Portfolio and/or other accounts over which the Sub-Adviser or an affiliate of the Sub-Adviser exercises investment discretion. The Sub-Adviser is authorized, subject to the prior approval of the Adviser and the FundTrust's Board of DirectorsTrustees, to pay to a broker or dealer who provides such brokerage and research services a commission for executing a portfolio transaction for any of the Series Master Portfolio 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-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 as -- viewed in terms of that particular transaction or in terms of the overall responsibilities of the Sub-Adviser to its clients, including the Seriesparticular Master Portfolio and to the Trust. In addition, the Sub-Adviser is authorized to take into account the sale of shares of the Fund's shares Trust in allocating purchase and sale orders for portfolio securities to brokers or dealers (including brokers and dealers that are affiliated with the Adviser, Sub-Adviser or the FundTrust's principal underwriter), provided that the Sub-Adviser believes that the quality of the execution transaction and the commission are comparable to what they would be with other qualified firms. In no instance, however, will portfolio securities be purchased from or sold to the Adviser, Sub-Adviser, Adviser or the FundTrust's principal underwriter for the Master Portfolios or any an affiliated person of any of the Fund, the Adviser, Sub-Adviser, or the principal underwriter, either acting as principal in the transactionor broker, except to the extent as permitted by the Securities Commission or applicable law; (e) will adhere to the policies and Exchange Commission and other applicable federal and state laws and regulationsprocedures of the Trust adopted on behalf of the Master Portfolios; (f) will maintain historical tax lots a policy and practice of conducting its investment advisory services hereunder independently of the commercial banking operations of its affiliates. In making investment recommendations for each portfolio security held by a Master Portfolio, its investment advisory personnel will not inquire or take into consideration whether the Seriesissuer (or related supporting institution) of securities proposed for purchase or sale for the Master Portfolio's account are customers of the commercial departments of its affiliates; (g) transmit trades will use reasonable efforts to perform its duties and obligations under this Agreement without: (a) any failure of its computer systems, or those used by it in the performance of its duties hereunder, properly to record, store, process, calculate or present calendar dates falling on and after, and time spans including, September 9, 1999, January 1, 2000 or February 29, 2000 (the "Subject Dates") as a result of the occurrence, or use of data containing, any such Subject Dates; (b) any failure of its computer systems, or those used by it in the performance of its duties hereunder, to calculate any information dependent on or relating to dates on or after the Subject Dates; or (c) any loss of functionality or performance with respect to the Fund's custodian maintenance of records or processing of data containing dates falling on or after the Subject Dates ((a), (b), and (c) above shall be referred to as "Y2K Failures"). Notwithstanding the above, the Sub-Adviser shall not be liable for proper settlementany Y2K Failures caused by Y2K Failures in a third party system with which the Sub-Adviser interfaces or from which the Sub-Adviser receives data in connection with the performance of its duties hereunder; and (h) prepare a quarterly broker security transaction summary will treat confidentially and monthly security transaction listing as proprietary information of the Trust all records and other information relative to the Trust and prior, present or potential interestholders, and will not use such records and information for each Seriesany purpose other than performance of its responsibilities and duties hereunder (except after prior notification to and approval in writing by the Trust, which approval shall not be unreasonably withheld and may not be withheld and will be deemed granted 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).

Other Covenants. The Sub-Adviser Advisor agrees that it willit: (a) will comply with all applicable rules Rules and regulations Regulations of the U.S. Securities and Exchange Commission in performance of its duties as sub-investment adviser for the Series and, in addition, will conduct its activities under this Agreement in accordance with all other applicable federal law and state lawregulations; (b) review and analyze on a periodic basis the Series' portfolio holdings and transactions in order to determine their appropriateness in light of such Series' shareholder base; (c) providewill place, or will cause each sub-advisor to be providedplace, to the Board of Directors of the Fund such reports, statistical data and economic information as may be reasonably requested in connection with the Sub-Adviser's services hereunder; (d) 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; (e) place orders pursuant to its the sub-advisor's investment determinations for the Series Fund either directly with the issuer or with any broker or dealer. In executing portfolio transactions and selecting brokers or dealers, the Sub- Adviser Advisor will, or will cause the sub-advisors, to use its its/their best efforts to seek on behalf of the Series a Fund the best overall terms available. In assessing the best overall terms available for any transaction, the SubAdvisor (or any sub-Adviser advisor) shall consider all factors that 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. In evaluating the best overall terms available, and in selecting the broker-dealer to execute a particular transaction, the SubAdvisor (or any sub-Adviser advisor) may also consider the brokerage and research services (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934) provided to the Series and a Fund and/or other accounts over which the Sub-Adviser Advisor or an affiliate of the Sub-Adviser exercises Advisor may exercise investment discretion. The SubAdvisor (or any sub-Adviser advisor) is authorized, subject to the prior approval of the Adviser and the Fund's Board of Directors, authorized to pay to a broker or dealer who provides such brokerage and research services a commission for executing a portfolio transaction for any of the Series which Funds that is in excess of the amount of commission another broker or dealer would have charged for effecting that transaction if, but only if, if the SubAdvisor or sub-Adviser advisor 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 as dealer, viewed in terms of that particular transaction or in terms of the overall responsibilities of the Sub-Adviser Advisor to the Series. In addition, the Sub-Adviser is authorized to take into account the sale of the a Fund's shares in allocating purchase and sale orders for portfolio securities to brokers or dealers (including brokers and dealers that are affiliated with the Adviser, Sub-Adviser or the Fund's principal underwriter), provided that the Sub-Adviser believes that the quality of the execution and the commission are comparable to what they would be with other qualified firms. In no instance, however, will portfolio any Fund's securities be purchased from or sold to the AdviserAdvisor, Subany sub-Adviseradvisor engaged with respect to that Fund, the FundTrust's principal underwriter underwriter, or any affiliated person of any of either the FundTrust, the AdviserAdvisor, Subany sub-Adviser, advisor or the principal underwriter, acting as principal in the transaction, except to the extent permitted by the Securities SEC, 1940 Act or the rules thereunder. The Advisor (and Exchange Commission and other applicable federal and state laws and regulations; (fany sub-advisor) maintain historical tax lots for each portfolio security held by the Series; (g) transmit trades is also authorized to the enter into brokerage/service arrangements with broker-dealers whereby certain broker-dealers agree to pay all or a portion of a Fund's custodian custodian, administrative, transfer agency, and/or other fees in exchange for proper settlement; and such Fund directing certain minimum brokerage amounts to such broker-dealer, if, and only if, the Advisor (hor any sub-advisor) prepare determines in good faith that such arrangement was reasonable viewed in terms of that particular transaction or terms of the overall responsibilities of the Advisor (or sub-advisor) to a quarterly broker security transaction summary and monthly security transaction listing for each SeriesFund.

Other Covenants. The Sub-Adviser agrees that it willit: (a) will comply with all applicable rules Rules and regulations Regulations of the Securities Commission and Exchange Commission will in performance of its duties as sub-investment adviser for the Series and, in addition, will addition conduct its activities under this Agreement in accordance with other applicable federal law, including but not limited to the 1940 Act and state lawthe Advisers Act; (b) review and analyze on a periodic basis the Series' portfolio holdings and transactions in order to determine their appropriateness in light of such Series' shareholder base; (c) provide, or cause to be provided, to the Board of Directors of the Fund such reports, statistical data and economic information as may be reasonably requested in connection with the Sub-Adviser's services hereunder; (d) 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; (ec) will not make loans to any person to purchase or carry Fund shares; (d) will place orders pursuant to its investment determinations for the Series Funds either directly with the issuer or with any broker or dealer. In Subject to the other provisions of this paragraph, in executing portfolio transactions and selecting brokers or dealers, the Sub- Adviser will use its best efforts to seek on behalf of the Series each Fund the best overall terms available. In assessing the best overall terms available for any transaction, the Sub-Adviser shall consider all factors that 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. In evaluating the best overall terms available, and in selecting the broker-/dealer to execute a particular transaction, the Sub-Adviser may also consider the brokerage and research services (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934, as amended) provided to the Series and Fund(s) and/or other accounts over which the Sub-Adviser or an affiliate of the Sub-Adviser exercises investment discretion. The Sub-Adviser is authorized, subject to the prior approval of the Adviser and the FundTrust's Board of DirectorsTrustees, to pay to a broker or dealer who provides such brokerage and research services a commission for executing a portfolio transaction for any of the Series Fund 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-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 as dealer, viewed in terms of that particular transaction or in terms of the overall responsibilities of the Sub-Adviser to the Seriesparticular Fund and to the Trust. In addition, the Sub-Adviser is authorized to take into account the sale of shares of the Fund's shares Trust in allocating purchase and sale orders for portfolio securities to brokers or dealers (including brokers and dealers that are affiliated with the Adviser, Sub-Adviser or the FundTrust's principal underwriter), provided that the Sub-Adviser believes that the quality of the execution transaction and the commission are comparable to what they would be with other qualified firms. In no instance, however, will portfolio securities be purchased from or sold to the AdviserAdviser or the Trust's principal underwriter for the Funds or an affiliated person of either acting as principal or broker, Sub-Adviserexcept as permitted by the Commission or applicable law; (e) will maintain a policy and practice of conducting its investment advisory services hereunder independently of the commercial banking operations of its affiliates. In making investment recommendations for a Fund, its investment advisory personnel will not inquire or take into consideration whether the issuer (or related supporting institution) of securities proposed for purchase or sale for the Fund's principal underwriter or any affiliated person of any account are customers of the Fundcommercial departments of its affiliates. In dealing with commercial customers, the Adviser, Sub-Adviser, such commercial departments will not inquire or the principal underwriter, acting as principal in the transaction, except to the extent permitted take into consideration whether securities of those customers are held by the Securities and Exchange Commission and other applicable federal and state laws and regulations;Fund; and (f) maintain historical tax lots will treat confidentially, and as proprietary information of the Trust, all records and other information relative to the Trust and prior, present or potential shareholders, and will not use such records and information for each portfolio security held any purpose other than performance of its responsibilities and duties hereunder (except after prior notification to and approval in writing by the Series; (g) transmit trades Trust, which approval shall not be unreasonably withheld and may not be withheld and will be deemed granted where the 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 Fund's custodian for proper settlement; and (h) prepare a quarterly broker security transaction summary and monthly security transaction listing for each SeriesTrust).

Other Covenants. The Sub-Adviser agrees that it willit: (a) will comply with all applicable rules and regulations of the Securities SEC and Exchange Commission will in performance of its duties as sub-investment adviser for the Series and, in addition, will addition conduct its activities under this Agreement in accordance with other applicable federal and state law; (b) review and analyze on a periodic basis the Series' portfolio holdings and transactions in order to determine their appropriateness in light of such Series' shareholder base; (c) provide, or cause to be provided, to the Board of Directors of the Fund such reports, statistical data and economic information as may be reasonably requested in connection with the Sub-Adviser's services hereunder; (d) 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; (e) will place orders pursuant to its investment determinations for the Series Portfolios either directly with the issuer or with any broker or dealer. In executing portfolio Portfolio transactions and selecting brokers or dealers, the Sub- Adviser will use its best efforts to seek on behalf of the Series Portfolio the best overall terms available. In assessing the best overall terms available for any transaction, the Sub-Adviser shall consider all factors that 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, the availability of the security to be delivered in-kind by authorized participants, and the reasonableness of the commission, if any, both for the specific transaction and on a continuing basis. In evaluating the best overall terms available, and in selecting the broker-dealer to execute a particular transaction, transaction the Sub-Adviser may also consider the brokerage and research services (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934) provided to the Series and Portfolio and/or other accounts over which the Sub-Adviser or an affiliate of the Sub-Adviser exercises may exercise investment discretion. The Sub-Adviser is authorized, subject to later revocation by the prior approval of the Adviser and the Fund's Trust’s Board of DirectorsTrustees, to pay to a broker or dealer who provides such brokerage and research services a commission for executing a portfolio transaction for any of the Series Portfolios 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-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 as - - viewed in terms of that particular transaction or in terms of the overall responsibilities of the Sub-Adviser to the SeriesPortfolios. In addition, the Sub-Adviser is authorized to take into account the sale of the Fund's shares in allocating allocate purchase and sale orders for portfolio securities to brokers or dealers (including brokers and dealers that are affiliated with the Adviser, Sub-Adviser or the Fund's Trust’s principal underwriter), provided that underwriter if the Sub-Adviser believes that the quality of the execution transaction and the commission are comparable to what they would be with other qualified firms. In no instance, however, will portfolio any Portfolio’s securities be purchased from or sold to the Adviser, Subany sub-Adviseradviser engaged with respect to the Trust, the Fund's Trust’s principal underwriter underwriter, or any affiliated person of any of either the FundTrust, the Adviser, Suband sub-Adviser, adviser or the principal underwriter, acting as principal in the transaction, except to the extent permitted by the Securities SEC and Exchange Commission the 1940 Act. (c) will bear its own costs of providing the services hereunder and agrees to pay all expenses of the Portfolios, except for the fee paid to the Adviser for advisory services pursuant to this Agreement, interest charges on any borrowings, dividends and other applicable federal expenses on securities sold short, taxes, brokerage commissions and state laws other expenses incurred in placing orders for the purchase and regulations; (f) maintain historical sale of securities and other investment instruments, acquired fund fees and expenses, accrued deferred tax lots for each portfolio security held liability, fees and expenses of the Board of Trustees, litigation expenses and extraordinary expenses, and distribution fees and expenses paid by the Series; Trust under any distribution plan adopted pursuant to Rule 12b-1 under the 1940 Act (g) transmit trades collectively, “Excluded Expenses”). The Adviser shall not be obligated to pay any expenses of or for the Fund's custodian Trust or the Portfolios not expressly assumed by the Adviser pursuant to this Section 3 other than as provided in Section 4. The Trust acknowledges and agrees that the Adviser may delegate its responsibility to pay some or all expenses incurred by the Portfolios, except for proper settlement; and (h) prepare a quarterly broker security transaction summary and monthly security transaction listing for each SeriesExcluded Expenses, to one or more third parties, including but not limited to, any sub-advisers.

Other Covenants. The Sub-Adviser Manager further agrees that it willthat: (ai) comply It will maintain its registration under the Advisers Act, adopt a Code of Ethics and provide reports with respect thereto to the Board of Trustees of the Trust, and will conform with all applicable rules Rules and regulations Regulations of the Securities and Exchange Commission in performance of its duties as sub-investment adviser for the Series and, in addition, will conduct its activities under this Agreement in accordance with other applicable federal and state lawCommission; (bii) review and analyze on a periodic basis the Series' portfolio holdings and transactions in order to determine their appropriateness in light of such Series' shareholder base; (c) provide, or cause to be provided, to the Board of Directors of the Fund such reports, statistical data and economic information as may be reasonably requested in connection with the Sub-Adviser's services hereunder; (d) 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; (e) It will place orders pursuant to its investment determinations for the Series Trust either directly with the issuer or with any broker or dealer. In executing portfolio transactions and selecting brokers or dealers, the Sub- Adviser Manager will use its best efforts to seek on behalf of the Series Fund the best overall terms available. In assessing the best overall terms available for any transaction, the Sub-Adviser Manager shall consider all factors that 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. In evaluating the best overall terms available, and in selecting the broker-broker dealer to execute a particular transaction, the Sub-Adviser Manager may also consider the brokerage and research services (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934) provided to the Series and Fund and/or other accounts over which the Sub-Adviser Manager or an affiliate of the Sub-Adviser Manager exercises investment discretion. The Sub-Adviser Manager is authorized, subject to the prior approval of the Adviser and the Fund's Board of Directors, authorized to pay to a broker or dealer who provides such brokerage and research services a commission for executing a portfolio transaction for any of the Series Fund 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-Adviser Manager 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 as dealer, viewed in terms of that particular transaction or in terms of the overall responsibilities of the Sub-Adviser Manager to the SeriesFund. In addition, the Sub-Adviser Manager is authorized to take into account the sale of shares of the Fund's shares Trust in allocating to brokers or dealers purchase and sale orders for portfolio securities to brokers or dealers (including brokers and dealers that are affiliated with the Adviser, Sub-Adviser or the Fund's principal underwriter)portfolio securities, provided that the Sub-Adviser Manager believes that the quality of the execution transaction and the commission are comparable to what they would be with other qualified firms. In no instance, however, The Manager will portfolio securities be purchased make investment decisions for the Trust independently from or sold to those of other clients of the Adviser, Sub-AdviserManager. However, the same security may be held in the portfolio of more than one client or Fund when the same security is believed suited for the investment objectives of more than one client or Fund's principal underwriter . Should two or any affiliated person of any more clients of the Fund, the Adviser, Sub-Adviser, or the principal underwriter, acting as principal Manager simultaneously be engaged in the transactionpurchase or sale of the same security, except to the extent permitted by possible, the Securities transactions will be allocated as to price and Exchange Commission amount in a manner fair and other applicable federal equitable to each client and state laws and regulationsFund; (fiii) It will maintain historical tax lots for each portfolio security held by or supervise the Seriesmaintenance of all books and records with respect to the securities transactions of the Trust and will furnish the Trust's Board of Trustees with such periodic and special reports as the Board may request; (giv) transmit trades It will treat confidentially and as proprietary information of the Trust all records and other information relative to the Fund's custodian Trust and prior, present or potential shareholders, and will not use such records and information for proper settlementany purpose other than performance of its responsibilities and duties hereunder (except after prior notification to and approval in writing by the Trust, which approval may not be withheld where the Manager would be exposed to civil or criminal contempt proceedings for failure to comply, when requested to divulge such information by duly constituted authorities); and (hv) prepare a quarterly broker security transaction summary All software code owned by the Manager or under its control, used in the performance of its obligations under this Agreement, will be Year 2000 Compliant. For purposes of this paragraph, "Year 2000 Compliant" means that the software will continue to operate after December 31, 1999 without creating any logical or mathematical inconsistencies concerning any date after December 31, 1999 and monthly security transaction listing for each Serieswithout decreasing the functionality of the system applicable to dates prior to January 1, 2000 including, but not limited to, making changes to (i) date and data century recognition; (ii) calculations which accommodate same- and multi-century formulas and date values; and (iii) input/output of date values which reflect century dates.

Other Covenants. The Sub-Adviser agrees that it willit: (a) will comply with all applicable rules and regulations of the Securities SEC and Exchange Commission will in performance of its duties as sub-investment adviser for the Series and, in addition, will addition conduct its activities under this Agreement in accordance with other applicable federal and state law; (b) review and analyze on a periodic basis the Series' portfolio holdings and transactions in order to determine their appropriateness in light of such Series' shareholder base; (c) provide, or cause to be provided, to the Board of Directors of the Fund such reports, statistical data and economic information as may be reasonably requested in connection with the Sub-Adviser's services hereunder; (d) 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; (e) will place orders pursuant to its investment determinations for the Series Portfolios either directly with the issuer or with any broker or dealer. In executing portfolio Portfolio transactions and selecting brokers or dealers, the Sub- Adviser will use its best efforts to seek on behalf of the Series Portfolio the best overall terms available. In assessing the best overall terms available for any transaction, the Sub-Adviser shall consider all factors that 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. In evaluating the best overall terms available, and in selecting the broker-dealer to execute a particular transaction, transaction the Sub-Adviser may also consider the brokerage and research services (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934) provided to the Series and Portfolio and/or other accounts over which the Sub-Adviser or an affiliate of the Sub-Adviser exercises may exercise investment discretion. The Sub-Adviser is authorized, subject to later revocation by the prior approval of the Adviser and the Fund's Trust’s Board of DirectorsTrustees, to pay to a broker or dealer who provides such brokerage and research services a commission for executing a portfolio transaction for any of the Series Portfolios 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-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 as - - viewed in terms of that particular transaction or in terms of the overall responsibilities of the Sub-Adviser to the SeriesPortfolios. In addition, the Sub-Adviser is authorized to take into account the sale of the Fund's shares in allocating allocate purchase and sale orders for portfolio securities to brokers or dealers (including brokers and dealers that are affiliated with the Adviser, Sub-Adviser or the Fund's Trust’s principal underwriter), provided that underwriter if the Sub-Adviser believes that the quality of the execution transaction and the commission are comparable to what they would be with other qualified firms. In no instance, however, will portfolio any Portfolio’s securities be purchased from or sold to the Adviser, Subany sub-Adviseradviser engaged with respect to the Trust, the Fund's Trust’s principal underwriter underwriter, or any affiliated person of any of either the FundTrust, the Adviser, Suband sub-Adviser, adviser or the principal underwriter, acting as principal in the transaction, except to the extent permitted by the Securities SEC and Exchange Commission and other applicable federal and state laws and regulations; (f) maintain historical tax lots for each portfolio security held by the Series; (g) transmit trades to the Fund's custodian for proper settlement; and (h) prepare a quarterly broker security transaction summary and monthly security transaction listing for each Series1940 Act.

Other Covenants. The Sub-Adviser agrees that it willit: (a) will comply with all applicable rules and regulations of the Securities and Exchange Commission ("SEC") and will in performance of its duties as sub-investment adviser for the Series and, in addition, will addition conduct its activities under this Agreement in accordance with other applicable federal and state lawlaws; (b) review and analyze on a periodic basis the Series' portfolio holdings and transactions in order to determine their appropriateness in light of such Series' shareholder base; (c) provide, or cause to be provided, to the Board of Directors of the Fund such reports, statistical data and economic information as may be reasonably requested in connection with the Sub-Adviser's services hereunder; (d) will use the same skill and care in providing such services as it uses in providing services to similar fiduciary accounts for which it has investment responsibilities; (c) will not make loans to any Person to purchase or carry shares in the Fund or make interest-bearing loans to the Trust or the Fund; (d) will maintain a policy and practice of conducting its investment advisory services hereunder independent of any affiliated person of Polaris or the Adviser; (e) will place orders pursuant to its investment determinations for the Series Fund either directly with the issuer or with any broker or dealer. In executing portfolio transactions and selecting brokers or dealersdealers for executing portfolio transactions, the Sub- Sub-Adviser will use its best efforts to seek on behalf of the Series Fund the best overall terms available. In assessing the best overall terms available for any transaction, transaction the Sub-Adviser shall will consider all factors that 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. In evaluating the best overall terms available, and in selecting the broker-broker or dealer to execute a particular transaction, the Sub-Adviser also may also consider the brokerage and research services (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934, as amended) provided to the Series and any fund and/or other accounts over which the Sub-Adviser or an any affiliate of the Sub-Adviser exercises investment discretion. The Sub-Adviser is authorized, subject to the prior approval of the Adviser and the Fund's Board of DirectorsBoard, to negotiate and pay to a broker or dealer who provides such brokerage and research services a commission for executing a portfolio transaction for any of the Series Fund 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-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 as viewed in terms of that particular transaction or in terms of the overall responsibilities of the Sub-Adviser with respect to the Seriesaccounts as to which it exercises investment discretion. In additionNotwithstanding the foregoing, no prior approval by the Board will be required so long as the broker or dealer selected by the Sub-Adviser is authorized to take into account the sale of the Fund's shares in allocating purchase provides best price and sale orders for portfolio securities to brokers or dealers (including brokers and dealers that are affiliated with the Adviser, Sub-Adviser or the Fund's principal underwriter), provided that the Sub-Adviser believes that the quality of the execution and the commission are comparable to what they would be with other qualified firmson a particular transaction. In no instance, however, instance will portfolio Fund securities be purchased from or sold to the Adviser, any Sub-Adviser, the Fund's Professional Funds Distributors, LLC ("PFD") (or any other principal underwriter to the Trust) or any an affiliated person of any of either the FundTrust, the Adviser, the Sub-Adviser, or the PFD (or such other principal underwriter) unless permitted by rule, acting as principal in regulation, or order of the transactionSEC. In executing portfolio transactions for the Fund, except the Sub-Adviser may, but will not be obligated to, to the extent permitted by the Securities and Exchange Commission and other applicable federal and state laws and regulations, aggregate the securities to be sold or purchased with those of 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-Adviser will allocate the securities so purchased or sold, and the expenses incurred in the transaction, in the manner it considers to be the most equitable and consistent with its fiduciary obligations to the Fund and such other clients; (f) maintain historical tax lots will treat confidentially and as proprietary information of the Trust all records and other information relative to the Fund and prior, present or potential shareholders, and will not use such records and information for each portfolio security held any purpose other than performance of its responsibilities and duties hereunder (except after prior notification to and approval in writing by the Series; (g) transmit trades Trust, which approval shall not be unreasonably withheld and may not be withheld and will be deemed granted 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 Fund's custodian for proper settlement; and (h) prepare a quarterly broker security transaction summary and monthly security transaction listing for each SeriesTrust).

Other Covenants. The Sub-Adviser agrees that it willit: (a) will comply with all applicable rules Rules and regulations Regulations of the Securities and Exchange Commission and will in performance of its duties as sub-investment adviser for the Series and, in addition, will addition conduct its activities under this Agreement in accordance with other applicable federal and state law; (b) review and analyze on a periodic basis the Series' portfolio holdings and transactions in order to determine their appropriateness in light of such Series' shareholder base; (c) provide, or cause to be provided, to the Board of Directors of the Fund such reports, statistical data and economic information as may be reasonably requested in connection with the Sub-Adviser's services hereunder; (d) 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; (e) will place orders pursuant to its investment determinations for the Series Portfolios either directly with the issuer or with any broker or dealer. In executing portfolio Portfolio transactions and selecting brokers or dealers, the Sub- Adviser will use its best efforts to seek on behalf of the Series Portfolio the best overall terms available. In assessing the best overall terms available for any transaction, the Sub-Adviser shall consider all factors that 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. In evaluating the best overall terms available, and in selecting the broker-dealer to execute a particular transaction, transaction the Sub-Adviser may also consider the brokerage and research services (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934) provided to the Series and Portfolio and/or other accounts over which the Sub-Adviser or an affiliate of the Sub-Adviser exercises may exercise investment discretion. The Sub-Adviser is authorized, subject to the prior approval of the Adviser and the FundTrust's Board of DirectorsTrustees, to pay to a broker or dealer who provides such brokerage and research services a commission for executing a portfolio transaction for any of the Series Portfolios 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-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 as -- viewed in terms of that particular transaction or in terms of the overall responsibilities of the Sub-Adviser to the SeriesPortfolio. In addition, the Sub-Adviser is authorized to take into account the sale of the Fund's shares in allocating allocate purchase and sale orders for portfolio securities to brokers or dealers (including brokers and dealers that are affiliated with the Adviser, Sub-Adviser or the FundTrust's principal underwriter), provided that ) to take into account the Sub-sale of shares of the Trust if the Adviser believes that the quality of the execution transaction and the commission are comparable to what they would be with other qualified firms. In no instance, however, will portfolio any Portfolio's securities be purchased from or sold to the Adviser, Subany sub-Adviseradviser engaged with respect to that Portfolio, the FundTrust's principal underwriter underwriter, or any affiliated person of any of either the FundTrust, the Adviser, Suband sub-Adviser, adviser or the principal underwriter, acting as principal in the transaction, except to the extent permitted by the Securities and Exchange Commission and other applicable federal and state laws and regulations; (f) maintain historical tax lots for each portfolio security held by the Series; (g) transmit trades to the Fund's custodian for proper settlement; and (h) prepare a quarterly broker security transaction summary and monthly security transaction listing for each Series1940 Act.

Other Covenants. The Sub-Adviser agrees that it will: (a) comply Comply with all applicable rules Rules and regulations Regulations of the Securities Commission and Exchange Commission will in performance of its duties as sub-investment adviser for the Series and, in addition, will addition conduct its activities under this Agreement in accordance with other applicable federal and state law; (b) review and analyze on a periodic basis the Series' portfolio holdings and transactions in order to determine their appropriateness in light of such Series' shareholder base; (c) provide, or cause to be provided, to the Board of Directors of the Fund such reports, statistical data and economic information as may be reasonably requested in connection with the Sub-Adviser's services hereunder; (d) use 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; (ec) place The Sub-Adviser acknowledges that the Master Portfolios may engage in transactions with certain investment sub-advisers in the Columbia Funds Family (and their affiliated persons) in reliance on exemptions under Rule 10f-3, Rule 12d3-1, Rule 17a-10 and Rule 17e-1 under the 1940 Act. Accordingly, the Sub-Adviser hereby agrees that it will not consult with any other investment sub-adviser of a Columbia Fund in the Columbia Funds Family concerning transactions for a Master Portfolio in securities or other investments, other than for purposes of complying with the conditions of Rule 12d3-1(a) and (b). With respect to a Master Portfolio with one or more investment sub-advisers in addition to the Sub-Adviser, the Sub-Adviser shall be limited to providing investment advice only with respect to the portion of the Master Portfolio's assets as the Adviser may determine from time to time, and shall not consult with any other investment sub-adviser to the Master Portfolio that is a principal underwriter or an affiliated person of a principal underwriter concerning transactions for the Master Portfolio in securities or other investments. (d) Place orders pursuant to its investment determinations for the Series Master Portfolios either directly with the issuer or with any broker or dealer. In executing portfolio transactions and selecting brokers or dealers, the Sub- Sub-Adviser will use its best efforts to seek on behalf of the Series Master Portfolios the best overall terms available. In assessing the best overall terms available for any transaction, the Sub-Adviser shall consider all factors that 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. In evaluating the best overall terms available, and in selecting the broker-dealer to execute a particular transaction, the Sub-Adviser may also consider the brokerage and research services (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934) provided to the Series and Master Portfolios or other accounts over which the Sub-Adviser or an affiliate of the Sub-Adviser exercises investment discretion. The Sub-Adviser is authorized, subject to the prior approval of the Adviser and the FundTrust's Board of DirectorsTrustees, to pay to a broker or dealer who provides such brokerage and research services a commission for executing a portfolio transaction for any of the Series Master Portfolios 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-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 as -- viewed in terms of that particular transaction or in terms of the overall responsibilities of the Sub-Adviser to the SeriesMaster Portfolios. In addition, the Sub-Adviser is authorized to take into account the sale of shares of the Fund's shares Trust in allocating purchase and sale orders for portfolio securities to brokers or dealers (including brokers and dealers that are affiliated with the Adviser, Sub-Adviser or the FundTrust's principal underwriter), provided that the Sub-Adviser believes that the quality of the execution transaction and the commission are comparable to what they would be with other qualified firms. In no instance, however, will portfolio securities be purchased from or sold to the Adviser, Sub-Adviser, the FundTrust's principal underwriter or any affiliated person of any of either the FundTrust, the Adviser, Sub-Adviser, or the Trust's principal underwriter, acting as principal in the transaction, except to the extent permitted by the Securities Commission; (e) Treat confidentially and Exchange Commission as proprietary information of the Trust, all records and other applicable federal information relative to the Trust maintained by the Sub-Adviser, and state laws will not use such records and regulationsinformation for any purpose other than performance of its responsibilities and duties hereunder, except after prior notification to and approval in writing by the 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; (f) maintain historical tax lots for each portfolio security held by Adhere to the Series;policies and procedures of the Trust adopted on behalf of the Master Portfolios and delivered to the Sub-Adviser; and (g) transmit trades to Maintain a policy and practice of conducting its sub-investment advisory services hereunder independently of its, and any of its affiliates', commercial banking operations. When the Fund's custodian Sub-Adviser makes investment recommendations for proper settlement; and (h) prepare a quarterly broker security transaction summary and monthly security transaction listing the Master Portfolios, its investment advisory personnel will not inquire or take into consideration whether the issuers of securities proposed for each Seriespurchase or sale for the Master Portfolios' accounts are customers of its, or any of its affiliates', commercial department. In dealing with commercial customers, the commercial department of the Sub-Adviser, or any of its affiliates, will not inquire or take into consideration whether securities of those customers are held by the Master Portfolios.

Other Covenants. The Sub-Adviser agrees that it willit: (a) Will comply with all applicable rules and regulations of the Securities SEC and Exchange Commission will in performance of its duties as sub-investment adviser for the Series and, in addition, will addition conduct its activities under this Agreement in accordance with other applicable federal and state law;; and (b) review and analyze on a periodic basis the Series' portfolio holdings and transactions in order to determine their appropriateness in light of such Series' shareholder base; (c) provide, or cause to be provided, to the Board of Directors of the Fund such reports, statistical data and economic information as may be reasonably requested in connection with the Sub-Adviser's services hereunder; (d) 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; (e) Will place orders pursuant to its investment determinations for the Series Portfolios either directly with the issuer or with any broker or dealer. In executing portfolio Portfolio transactions and selecting brokers or dealers, the Sub- Adviser will use its best efforts to seek on behalf of the Series a Portfolio the best overall terms available. In assessing the best overall terms available for any transaction, the Sub-Adviser shall consider all factors that 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. In evaluating the best overall terms available, and in selecting the broker-dealer to execute a particular transaction, transaction the Sub-Adviser may also consider the brokerage and research services (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934, as amended) provided to the Series and Portfolio and/or other accounts over which the Sub-Adviser or an affiliate of the Sub-Adviser exercises may exercise investment discretion. The Sub-Adviser is authorized, subject to later revocation by the prior approval of the Adviser and the Fund's Board of DirectorsBoard, to pay to a broker or dealer who provides such brokerage and research services a commission for executing a portfolio transaction for any of the Series Portfolios 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-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 as - - viewed in terms of that particular transaction or in terms of the overall responsibilities of the Sub-Adviser to the SeriesPortfolios. In addition, the Sub-Adviser is authorized to take into account the sale of the Fund's shares in allocating allocate purchase and sale orders for portfolio securities to brokers or dealers (including brokers and dealers that are affiliated with the Adviser, Sub-Adviser or the FundTrust's principal underwriter), provided that underwriter if the Sub-Adviser believes that the quality of the execution transaction and the commission are comparable to what they would be with other qualified firms. In no instance, however, will portfolio any Portfolio's securities be purchased from or sold to the Adviser, Subany sub-Adviseradviser engaged with respect to the Trust, the FundTrust's principal underwriter underwriter, or any affiliated person of any of either the FundTrust, the Adviser, Suband sub-Adviser, adviser or the principal underwriter, acting as principal in the transaction, except to the extent permitted by the Securities SEC and Exchange Commission and other applicable federal and state laws and regulations; (f) maintain historical tax lots for each portfolio security held by the Series; (g) transmit trades to the Fund's custodian for proper settlement; and (h) prepare a quarterly broker security transaction summary and monthly security transaction listing for each Series1940 Act.

Other Covenants. The Sub-Adviser agrees that it willit: (a) comply will conform with all applicable rules Rules and regulations Regulations of the Securities and Exchange Commission and will in performance of its duties as sub-investment adviser for the Series and, in addition, will addition conduct its activities under this Agreement in accordance with other applicable federal and state law; (b) review and analyze on a periodic basis the Series' portfolio holdings and transactions in order to determine their appropriateness in light of such Series' shareholder base; (c) provide, or cause to be provided, to the Board of Directors of the Fund such reports, statistical data and economic information as may be reasonably requested in connection with the Sub-Adviser's services hereunder; (d) will use the same skill and care in providing such services under this Agreement as it uses in providing services to fiduciary accounts for which it has investment responsibilities; (ec) will place orders pursuant to its investment determinations for with respect to the Series either directly Fund with brokers or dealers in accordance with the issuer policy set forth in the Fund's Registration Statement or with any broker as the Adviser or dealerBoard of Directors may direct from time to time. In executing portfolio transactions and selecting brokers or dealers, the Sub- Sub-Adviser will use its best efforts to seek on behalf of the Series Fund the best overall terms available. In assessing the best overall terms available for any transaction, the Sub-Adviser shall consider all factors that 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 transactions and on a continuing basis. In evaluating the best overall terms available, and in selecting the broker-dealer to execute a particular transaction, the Sub-Adviser may also consider the brokerage and research services (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934, as amended) provided with respect to the Series and Fund, other investment portfolios or other accounts over which the Sub-Adviser or an affiliate of the Sub-Adviser exercises investment discretion. The Sub-Adviser is authorized, subject to the prior approval of the Adviser and the FundCompany's Board of Directors, to pay to a broker or dealer who provides such brokerage and research services a commission for executing a portfolio transaction research (d) will treat confidentially and as proprietary information of the Company all records and other information relative to the Company and prior or present Company shareholders ("Investors") or those persons or entities who respond to inquiries concerning investment in the Company, and will not use such records and information for any purpose other than performance of its responsibilities and duties hereunder or under any other agreement with the Series Company except after prior notification to and approval in writing by the Company, which is in excess of the amount of commission another broker or dealer would have charged for effecting that transaction if, but only if, approval shall not be unreasonably withheld and may not be withheld where the Sub-Adviser determines in good faith that may be exposed to civil or criminal contempt proceedings for failure to comply, when requested to divulge such commission was reasonable in relation to information by duly constituted authorities, or when so requested by the value of the brokerage and research services provided by such broker or dealer as viewed in terms of that particular transaction or in terms of the overall responsibilities of Company. Nothing contained herein, however, shall prohibit the Sub-Adviser from advertising to or soliciting the public generally with respect to other procedures or services, including but not limited to, any advertising or marketing via radio, television, newspapers, magazines or direct mail solicitation, regardless of whether such advertisement or solicitation may coincidentally include prior or present Investors or those persons or entities who have responded to inquiries regarding the Company. (e) will not purchase any securities from or sell any securities to the SeriesAdviser, the Company's administrator or either of their affiliates on behalf of the Fund except as permitted by law. In addition, Nothing in this subsection shall in any way prohibit the Sub-Adviser is authorized or any of its affiliates from purchasing securities from, selling securities to take into account or engaging in any other financial transactions with the sale Adviser or any of its affiliates on behalf of any other accounts managed by the Sub-Adviser. (f) will provide the Fund's shares in allocating purchase and sale orders for portfolio securities Custodian on each business day with information relating to brokers or dealers (including brokers and dealers that are affiliated with the Adviser, Sub-Adviser or all transactions concerning the Fund's principal underwriter)assets and shall provide the Adviser with such information upon request. (g) on a monthly basis, provided that will provide information regarding investment strategy to be employed by the Sub-Adviser believes that the quality on behalf of the execution Fund and the commission are comparable to what they would be with other qualified firms. In no instance, however, will portfolio securities be purchased from or sold to the Adviser, Sub-Adviser, information regarding the Fund's principal underwriter or any affiliated person of any of performance against its benchmark and will provide such other information as the Fund, the Adviser, Sub-Adviser, or the principal underwriter, acting as principal in the transaction, except Adviser may reasonably request from time to the extent permitted by the Securities and Exchange Commission and other applicable federal and state laws and regulations; (f) maintain historical tax lots for each portfolio security held by the Series; (g) transmit trades to the Fund's custodian for proper settlement; and (h) prepare a quarterly broker security transaction summary and monthly security transaction listing for each Seriestime.

Other Covenants. The Sub-Investment Adviser agrees that it willit: (a) Will comply with all applicable rules Rules and regulations Regulations of the Securities and Exchange Commission in performance of its duties as sub-investment adviser for the Series and, in addition, and will conduct its activities under this Agreement in accordance with other applicable federal and state law; (b) review and analyze on a periodic basis the Series' portfolio holdings and transactions in order to determine their appropriateness in light of such Series' shareholder base; (c) provide, or cause to be provided, to the Board of Directors of the Fund such reports, statistical data and economic information as may be reasonably requested in connection with the Sub-Adviser's services hereunder; (d) 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;; and (ec) Will place orders pursuant to its investment determinations for the Series each Fund either directly with the issuer or with any broker or dealer. In executing portfolio transactions and selecting brokers or dealers, the Sub- Investment Adviser will use its best efforts to seek on behalf of the Series each Fund the best overall terms available. In assessing the best overall terms available for any transaction, the Sub-Investment Adviser shall consider all factors that 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. In evaluating the best overall terms available, and in selecting the broker-dealer to execute a particular transaction, the Sub-Investment Adviser may also consider the brokerage and research services (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934) provided to the Series and each Fund and/or other accounts over which the Sub-Investment Adviser or an affiliate of the Sub-Investment Adviser exercises investment discretion. The Sub-Investment Adviser is authorized, subject to the prior approval of the Adviser and the Fund's Trust’s Board of DirectorsTrustees, to pay to a broker or dealer who provides such brokerage and research services a commission for executing a portfolio transaction for any of the Series each Fund 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-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 as -- viewed in terms of that particular transaction or in terms of the overall responsibilities of the Sub-Investment Adviser to the SeriesFund. In addition, the Sub-Investment Adviser is authorized to take into account the sale of the Fund's shares in allocating purchase and sale sales orders for portfolio securities to brokers or dealers (including brokers and dealers that are affiliated with the Adviser, Sub-Investment Adviser or the Fund's Trust’s principal underwriter), provided that ) to take into account the Sub-sale of shares of the Trust by the broker or dealer if the Investment Adviser believes that the quality of the execution transaction and the commission are comparable to what they would be with other qualified firms. In no instance, however, will portfolio securities be purchased from or sold to the Adviser, Sub-Investment Adviser, the Fund's Trust’s principal underwriter or any affiliated person of any of either the FundTrust, the Adviser, Sub-Adviser, Investment Adviser or the principal underwriter, acting as principal in the transaction, except to the extent permitted by the Securities and Exchange Commission and other applicable federal and state laws and regulations; (f) maintain historical tax lots for each portfolio security held by the Series; (g) transmit trades to the Fund's custodian for proper settlement; and (h) prepare a quarterly broker security transaction summary and monthly security transaction listing for each SeriesCommission.

Other Covenants. The In carrying out its obligations under this Agreement, the Sub-Adviser agrees that it willit: (a) will comply with all applicable rules Rules and regulations Regulations of the Securities Commission and Exchange Commission will in performance of its duties as sub-investment adviser for the Series and, in addition, will addition conduct its activities under this Agreement in accordance with other applicable federal law, including but not limited to the 1940 Act and state lawthe Advisers Act; (b) review and analyze on a periodic basis the Series' portfolio holdings and transactions in order to determine their appropriateness in light of such Series' shareholder base; (c) provide, or cause to be provided, to the Board of Directors of the Fund such reports, statistical data and economic information as may be reasonably requested in connection with the Sub-Adviser's services hereunder; (d) 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; (ec) will not make loans to any person to purchase or carry Master Portfolio shares; (d) will place orders pursuant to its investment determinations for the Series Master Portfolios either directly with the issuer or with any broker or dealer. In Subject to the other provisions of this paragraph, in executing portfolio transactions and selecting brokers or dealers, the Sub- Sub-Adviser will use its best efforts to seek on behalf of the Series each Master Portfolio the best overall terms available. In assessing the best overall terms available for any transaction, the Sub-Adviser shall consider all factors that 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. In evaluating the best overall terms available, and in selecting the broker-/dealer to execute a particular transaction, the Sub-Adviser may also consider the brokerage and research services (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934, as amended) provided to the Series and Master Portfolio and/or other accounts over which the Sub-Adviser or an affiliate of the Sub-Adviser exercises investment discretion. The Sub-Adviser is authorized, subject to the prior approval of the Adviser and the FundTrust's Board of DirectorsTrustees, to pay to a broker or dealer who provides such brokerage and research services a commission for executing a portfolio transaction for any of the Series Master Portfolio 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-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 as dealer-viewed in terms of that particular transaction or in terms of the overall responsibilities of the Sub-Adviser to the Seriesparticular Master Portfolio and to the Trust. In addition, the Sub-Adviser is authorized to take into account the sale of shares of the Fund's shares Trust in allocating purchase and sale orders for portfolio securities to brokers or dealers (including brokers and dealers that are affiliated with the Adviser, Sub-Adviser or the FundTrust's principal underwriter), provided that the Sub-Adviser believes that the quality of the execution transaction and the commission are comparable to what they would be with other qualified firms. In no instance, however, will portfolio securities be purchased from or sold to the Adviser, Sub-Adviser, Adviser or the FundTrust's principal underwriter for the Master Portfolios or any an affiliated person of any of the Fund, the Adviser, Sub-Adviser, or the principal underwriter, either acting as principal in the transactionor broker, except to the extent as permitted by the Securities Commission or applicable law; (e) will maintain a policy and Exchange Commission and other applicable federal and state laws and regulationspractice of conducting its investment advisory services hereunder independently of the commercial banking operations of its affiliates, if any. In making investment recommendations for a Master Portfolio, its investment advisory personnel will not inquire or take into consideration whether the issuer (or related supporting institution) of securities proposed for purchase or sale for the Master Portfolio's account are customers of the commercial departments of its affiliates. In dealing with commercial customers, such commercial departments will not inquire or take into consideration whether securities of those customers are held by the Master Portfolio; (f) maintain historical tax lots will treat confidentially and as proprietary information of the Trust all records and other information relative to the Trust and prior, present or potential shareholders, and will not use such records and information for each portfolio security held any purpose other than performance of its responsibilities and duties hereunder (except after prior notification to and approval in writing by the Series; (g) transmit trades Trust, which approval shall not be unreasonably withheld and may not be withheld and will be deemed granted 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 Fund's custodian for proper settlement; and (h) prepare a quarterly broker security transaction summary and monthly security transaction listing for each SeriesTrust).

Other Covenants. The In carrying out its obligations under this Agreement, the Sub-Adviser agrees that it willit: (a) will comply with all applicable rules Rules and regulations Regulations of the Securities Commission and Exchange Commission will in performance of its duties as sub-investment adviser for the Series and, in addition, will addition conduct its activities under this Agreement in accordance with other applicable federal law, including but not limited to the 1940 Act and state lawthe Advisers Act; (b) review and analyze on a periodic basis the Series' portfolio holdings and transactions in order to determine their appropriateness in light of such Series' shareholder base; (c) provide, or cause to be provided, to the Board of Directors of the Fund such reports, statistical data and economic information as may be reasonably requested in connection with the Sub-Adviser's services hereunder; (d) 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; (ec) will not make loans to any person to purchase or carry Master Portfolio shares; (d) will place orders pursuant to its investment determinations for the Series Master Portfolios either directly with the issuer or with any broker or dealer. In Subject to the other provisions of this paragraph, in executing portfolio transactions and selecting brokers or dealers, the Sub- Sub-Adviser will use its best efforts to seek on behalf of the Series each Master Portfolio the best overall terms available. In assessing the best overall terms available for any transaction, the Sub-Adviser shall consider all factors that 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. In evaluating the best overall terms available, and in selecting the broker-/dealer to execute a particular transaction, the Sub-Adviser may also consider the brokerage and research services (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934, as amended) provided to the Series and Master Portfolio(s) and/or other accounts over which the Sub-Adviser or an affiliate of the Sub-Adviser exercises investment discretion. The Sub-Adviser is authorized, subject to the prior approval of the Adviser and the FundTrust's Board of DirectorsTrustees, to pay to a broker or dealer who provides such brokerage and research services a commission for executing a portfolio transaction for any of the Series Master Portfolio 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-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 as dealer, viewed in terms of that particular transaction or in terms of the overall responsibilities of the Sub-Adviser to the Seriesparticular Master Portfolio and to the Trust. In addition, the Sub-Adviser is authorized to take into account the sale of shares of the Fund's shares Trust in allocating purchase and sale orders for portfolio securities to brokers or dealers (including brokers and dealers that are affiliated with the Adviser, Sub-Adviser or the FundTrust's principal underwriter), provided that the Sub-Adviser believes that the quality of the execution transaction and the commission are comparable to what they would be with other qualified firms. In no instance, however, will portfolio securities be purchased from or sold to the Adviser, Sub-Adviser, Adviser or the FundTrust's principal underwriter for the Master Portfolios or any an affiliated person of any of the Fund, the Adviser, Sub-Adviser, or the principal underwriter, either acting as principal in the transactionor broker, except to the extent as permitted by the Securities Commission or applicable law; (e) will maintain a policy and Exchange Commission and other applicable federal and state laws and regulations;practice of conducting its investment advisory services hereunder independently of the commercial banking operations of its affiliates. In making investment recommendations for a Master Portfolio, its investment advisory personnel will not inquire or take into consideration whether the issuer (or related supporting institution) of securities proposed for purchase or sale for the Master Portfolio's account are customers of the commercial departments of its affiliates. In dealing with commercial customers, such commercial departments will not inquire or take into consideration whether securities of those customers are held by the Master Portfolio; and (f) maintain historical tax lots will treat confidentially, and as proprietary information of the Trust, all records and other information relative to the Trust and prior, present or potential interestholders, and will not use such records and information for each portfolio security held any purpose other than performance of its responsibilities and duties hereunder (except after prior notification to and approval in writing by the Series; (g) transmit trades Trust, which approval shall not be unreasonably withheld and may not be withheld and will be deemed granted 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 Fund's custodian for proper settlement; and (h) prepare a quarterly broker security transaction summary and monthly security transaction listing for each SeriesTrust).

Other Covenants. The Sub-Adviser agrees that it willit: (a) will comply with all applicable rules Rules and regulations Regulations of the Securities and Exchange Commission and will in performance of its duties as sub-investment adviser for the Series and, in addition, will addition conduct its activities under this Agreement in accordance with other applicable federal and state law; (b) review and analyze on a periodic basis the Series' portfolio holdings and transactions in order to determine their appropriateness in light of such Series' shareholder base; (c) provide, or cause to be provided, to the Board of Directors of the Fund such reports, statistical data and economic information as may be reasonably requested in connection with the Sub-Adviser's services hereunder; (d) 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; (ec) will place orders pursuant to its investment determinations for the Series Fund either directly with the issuer or with any broker or dealer. In executing portfolio transactions and selecting brokers or dealers, the Sub- Sub-Adviser will use its best efforts to seek on behalf of the Series Fund the best overall terms available. In assessing the best overall terms available for any transaction, the Sub-Adviser shall consider all factors that 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. In evaluating the best overall terms available, and in selecting the broker-dealer to execute a particular transaction, the Sub-Adviser may also consider the brokerage and research services (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934) provided to the Series and Fund or other accounts over which the Sub-Adviser or an affiliate of the Sub-Adviser exercises investment discretion. The Sub-Adviser is authorized, subject to the prior approval of the Adviser and the FundTrust's Board of DirectorsTrustees, to pay to a broker or dealer who provides such brokerage and research services a commission for executing a portfolio transaction for any of the Series Fund 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-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 as -- viewed in terms of that particular transaction or in terms of the overall responsibilities of the Sub-Adviser to the SeriesFund. In addition, the Sub-Adviser is authorized to take into account the sale of shares of the Fund's shares Trust in allocating purchase and sale orders for portfolio securities to brokers or dealers (including brokers and dealers that are affiliated with the Adviser, Sub-Adviser or the FundTrust's principal underwriter), provided that the Sub-Adviser believes that the quality of the execution transaction and the commission are comparable to what they would be with other qualified firms. In no instance, however, will portfolio securities be purchased from or sold to the Adviser, Sub-Adviser, the FundTrust's principal underwriter or any affiliated person of any of either the FundTrust, the Adviser, Sub-Adviser, or the principal underwriter, acting as principal in the transaction, except to the extent permitted by the Securities and Exchange Commission and other applicable federal and state laws and regulations; (f) maintain historical tax lots for each portfolio security held by the Series; (g) transmit trades to the Fund's custodian for proper settlementCommission; and (hd) prepare will treat confidentially and as proprietary information of the Trust all records and other information relative to 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 the 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 proceeding for failure to comply, when requested to divulge such information by duly constituted authorities, or when so requested by the Trust. (e) will maintain a quarterly broker security transaction summary policy and monthly security transaction listing practice of conducting its sub-investment advisory services hereunder independently of its, and any of its affiliates', commercial banking operations. When the Sub-Adviser makes investment recommendations for each Seriesthe Fund, its investment advisory personnel will not inquire or take into consideration whether the issuers of securities proposed for purchase or sale for the Fund's account are customers of its, or any of its affiliates', commercial department. In dealing with commercial customers, the commercial department of the Sub-Adviser, or any of its affiliates, will not inquire or take into consideration whether securities of those customers are held by the Fund.

Other Covenants. The Sub-Adviser agrees that it will:it: --------------- (a) will comply with all applicable rules Rules and regulations Regulations of the Securities Commission and Exchange Commission will in performance of its duties as sub-investment adviser for the Series and, in addition, will addition conduct its activities under this Agreement in accordance with other applicable federal law, including but not limited to the 1940 Act and state lawthe Advisers Act; (b) review and analyze on a periodic basis the Series' portfolio holdings and transactions in order to determine their appropriateness in light of such Series' shareholder base; (c) provide, or cause to be provided, to the Board of Directors of the Fund such reports, statistical data and economic information as may be reasonably requested in connection with the Sub-Adviser's services hereunder; (d) 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; (ec) will not make loans to any person to purchase or carry Portfolio shares; (d) will place orders pursuant to its investment determinations for the Series Portfolios either directly with the issuer or with any broker or dealer. In Subject to the other provisions of this paragraph, in executing portfolio transactions and selecting brokers or dealers, the Sub- Adviser will use its best efforts to seek on behalf of the Series each Portfolio the best overall terms available. In assessing the best overall terms available for any transaction, the Sub-Adviser shall consider all factors that 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. In evaluating the best overall terms available, and in selecting the broker-/dealer to execute a particular transaction, the Sub-Adviser may also consider the brokerage and research services (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934, as amended) provided to the Series and Portfolio(s) and/or other accounts over which the Sub-Adviser or an affiliate of the Sub-Adviser exercises investment discretion. The Sub-Adviser is authorized, subject to the prior approval of the Adviser and the FundTrust's Board of DirectorsTrustees, to pay to a broker or dealer who provides such brokerage and research services a commission for executing a portfolio transaction for any of the Series Portfolio 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-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 as dealer, viewed in terms of that particular transaction or in terms of the overall responsibilities of the Sub-Adviser to the Seriesparticular Portfolio and to the Trust. In addition, the Sub-Adviser is authorized to take into account the sale of shares of the Fund's shares Trust in allocating purchase and sale orders for portfolio securities to brokers or dealers (including brokers and dealers that are affiliated with the Adviser, Sub-Adviser or the FundTrust's principal underwriter), provided that the Sub-Adviser believes that the quality of the execution transaction and the commission are comparable to what they would be with other qualified firms. In no instance, however, will portfolio securities be purchased from or sold to the Adviser, Sub-Adviser, Adviser or the FundTrust's principal underwriter for the Portfolios or any an affiliated person of any of the Fund, the Adviser, Sub-Adviser, or the principal underwriter, either acting as principal in the transactionor broker, except to the extent as permitted by the Securities Commission or applicable law; (e) will maintain a policy and Exchange Commission and other applicable federal and state laws and regulations;practice of conducting its investment advisory services hereunder independently of the commercial banking operations of its affiliates. In making investment recommendations for a Portfolio, its investment advisory personnel will not inquire or take into consideration whether the issuer (or related supporting institution) of securities proposed for purchase or sale for the Portfolio's account are customers of the commercial departments of its affiliates. In dealing with commercial customers, such commercial departments will not inquire or take into consideration whether securities of those customers are held by the Portfolio; and (f) maintain historical tax lots will treat confidentially, and as proprietary information of the Trust, all records and other information relative to the Trust and prior, present or potential shareholders, and will not use such records and information for each portfolio security held any purpose other than performance of its responsibilities and duties hereunder (except after prior notification to and approval in writing by the Series; (g) transmit trades Trust, which approval shall not be unreasonably withheld and may not be withheld and will be deemed granted where the 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 Fund's custodian for proper settlement; and (h) prepare a quarterly broker security transaction summary and monthly security transaction listing for each SeriesTrust).

Other Covenants. The Sub-Adviser Manager further agrees that it willthat: (ai) comply It will maintain its registration under the Advisers Act, adopt a Code of Ethics and provide reports with all applicable rules and regulations of the Securities and Exchange Commission in performance of its duties as sub-investment adviser for the Series and, in addition, will conduct its activities under this Agreement in accordance with other applicable federal and state law; (b) review and analyze on a periodic basis the Series' portfolio holdings and transactions in order to determine their appropriateness in light of such Series' shareholder base; (c) provide, or cause to be provided, respect thereto to the Board of Directors of the Fund such reportsFund, statistical data and economic information as may be reasonably requested in connection will conform with all applicable Rules and Regulations of the Sub-Adviser's services hereunderSecurities and Exchange Commission; (dii) 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; (e) It will place orders pursuant to its investment determinations for the Series Fund either directly with the issuer or with any broker or dealer. In executing portfolio transactions and selecting brokers or dealers, the Sub- Adviser Manager will use its best efforts to seek on behalf of the Series Fund the best overall terms available. In assessing the best overall terms available for any transaction, the Sub-Adviser Manager shall consider all factors that 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. In evaluating the best overall terms available, and in selecting the broker-broker dealer to execute a particular transaction, the Sub-Adviser Manager may also consider the brokerage and research services (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934) provided to the Series and Fund and/or other accounts over which the Sub-Adviser Manager or an affiliate of the Sub-Adviser Manager exercises investment discretion. The Sub-Adviser Manager is authorized, subject to the prior approval of the Adviser and the Fund's Board of Directors, authorized to pay to a broker or dealer who provides such brokerage and research services a commission for executing a portfolio transaction for any of the Series Fund which is in excess of the amount of commission another broker or (iii) It will maintain or dealer would have charged for effecting that transaction if, but only if, supervise the Sub-Adviser determines in good faith that such commission was reasonable in relation maintenance of all books and records with respect to the value securities transactions of the brokerage Fund and research services provided by such broker or dealer as viewed in terms of that particular transaction or in terms of the overall responsibilities of the Sub-Adviser to the Series. In addition, the Sub-Adviser is authorized to take into account the sale of will furnish the Fund's shares in allocating purchase Board of Directors with such periodic and sale orders for portfolio securities to brokers or dealers special reports as the Board may request; (including brokers iv) It will treat confidentially and dealers that are affiliated with the Adviser, Sub-Adviser or the Fund's principal underwriter), provided that the Sub-Adviser believes that the quality as proprietary information of the execution Fund all records and the commission are comparable to what they would be with other qualified firms. In no instance, however, will portfolio securities be purchased from or sold information relative to the AdviserFund and prior, Sub-Adviserpresent or potential shareholders, the Fund's principal underwriter or and will not use such records and information for any affiliated person purpose other than performance of any of its responsibilities and duties hereunder (except after prior notification to and approval in writing by the Fund, which approval may not be withheld where the AdviserManager would be exposed to civil or criminal contempt proceedings for failure to comply, Sub-Adviser, or the principal underwriter, acting as principal in the transaction, except when requested to the extent permitted divulge such information by the Securities and Exchange Commission and other applicable federal and state laws and regulations; (f) maintain historical tax lots for each portfolio security held by the Series; (g) transmit trades to the Fund's custodian for proper settlementduly constituted authorities); and (hv) prepare a quarterly broker security transaction summary All software code owned by the Manager or under its control, used in the performance of its obligations under this Agreement, will be Year 2000 Compliant. For purposes of this paragraph, "Year 2000 Compliant" means that the software will continue to operate after December 31, 1999 without creating any logical or mathematical inconsistencies concerning any date after December 31, 1999 and monthly security transaction listing for each Series.without decreasing the

Other Covenants. The In carrying out its obligations under this Agreement, the Sub-Adviser agrees that it willit: (a) will comply with all applicable rules Rules and regulations Regulations of the Securities Commission and Exchange Commission will in performance of its duties as sub-investment adviser for the Series and, in addition, will addition conduct its activities under this Agreement in accordance with other applicable federal law, including but not limited to the 1940 Act and state lawthe Advisers Act; (b) review and analyze on a periodic basis the Series' portfolio holdings and transactions in order to determine their appropriateness in light of such Series' shareholder base; (c) provide, or cause to be provided, to the Board of Directors of the Fund such reports, statistical data and economic information as may be reasonably requested in connection with the Sub-Adviser's services hereunder; (d) 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; (ec) will not make loans to any person to purchase or carry Fund shares; (d) will place orders pursuant to its investment determinations for the Series Funds either directly with the issuer or with any broker or dealer. In Subject to the other provisions of this paragraph, in executing portfolio transactions and selecting brokers or dealers, the Sub- Sub-Adviser will use its best efforts to seek on behalf of the Series each Fund the best overall terms available. In assessing the best overall terms available for any transaction, the Sub-Adviser shall consider all factors that 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. In evaluating the best overall terms available, and in selecting the broker-/dealer to execute a particular transaction, the Sub-Adviser may also consider the brokerage and research services (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934, as amended) provided to the Series and Fund and/or other accounts over which the Sub-Adviser or an affiliate of the Sub-Adviser exercises investment discretion. The Sub-Adviser is authorized, subject to the prior approval of the Adviser and the FundTrust's Board of DirectorsTrustees, to pay to a broker or dealer who provides such brokerage and research services a commission for executing a portfolio transaction for any of the Series Fund 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-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 as dealer-viewed in terms of that particular transaction or in terms of the overall responsibilities of the Sub-Adviser to the Seriesparticular Fund and to the Trust. In addition, the Sub-Adviser is authorized to take into account the sale of shares of the Fund's shares Trust in allocating purchase and sale orders for portfolio securities to brokers or dealers (including brokers and dealers that are affiliated with the Adviser, Sub-Adviser or the FundTrust's principal underwriter), provided that the Sub-Adviser believes that the quality of the execution transaction and the commission are comparable to what they would be with other qualified firms. In no instance, however, will portfolio securities be purchased from or sold to the Adviser, Sub-AdviserAdviser or the Trust's principal underwriter for the Funds or an affiliated person of either acting as principal or broker, except as permitted by the Commission or applicable law; (e) will maintain a policy and practice of conducting its investment advisory services hereunder independently of the commercial banking operations of its affiliates, if any. In making investment recommendations for a Fund, its investment advisory personnel will not inquire or take into consideration whether the issuer (or related supporting institution) of securities proposed for purchase or sale for the Fund's principal underwriter or any affiliated person of any account are customers of the Fundcommercial departments of its affiliates. In dealing with commercial customers, the Adviser, Sub-Adviser, such commercial departments will not inquire or the principal underwriter, acting as principal in the transaction, except to the extent permitted take into consideration whether securities of those customers are held by the Securities and Exchange Commission and other applicable federal and state laws and regulations;Fund; and (f) maintain historical tax lots will treat confidentially and as proprietary information of the Trust all records and other information relative to the Trust and prior, present or potential shareholders, and will not use such records and information for each portfolio security held any purpose other than performance of its responsibilities and duties hereunder (except after prior notification to and approval in writing by the Series; (g) transmit trades Trust, which approval shall not be unreasonably withheld and may not be withheld and will be deemed granted 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 Fund's custodian for proper settlement; and (h) prepare a quarterly broker security transaction summary and monthly security transaction listing for each SeriesTrust).

Other Covenants. The Sub-Investment Adviser agrees that it willit: (a) will comply with all applicable rules Rules and regulations Regulations of the Securities and Exchange Commission and will in performance of its duties as sub-investment adviser for the Series and, in addition, will addition conduct its activities under this Agreement in accordance with other applicable federal and state law; (b) review and analyze on a periodic basis the Series' portfolio holdings and transactions in order to determine their appropriateness in light of such Series' shareholder base; (c) provide, or cause to be provided, to the Board of Directors of the Fund such reports, statistical data and economic information as may be reasonably requested in connection with the Sub-Adviser's services hereunder; (d) 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; (ec) will place orders pursuant to its investment determinations for the Series Fund either directly with the issuer or with any broker or dealer. In executing portfolio transactions and selecting brokers or dealers, the Sub- Investment Adviser will use its best efforts to seek on behalf of the Series Fund the best overall terms available. In assessing the best overall terms available for any transaction, the Sub-Investment Adviser shall consider all factors that 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. In evaluating the best overall terms available, and in selecting the broker-dealer to execute a particular transaction, the Sub-Investment Adviser may also consider the brokerage and research services (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934) provided to the Series Fund and other accounts over which the Sub-Investment Adviser or an affiliate of the Sub-Investment Adviser exercises investment discretion. The Sub-Investment Adviser is authorized, subject to the prior approval of the Adviser and the FundTrust's Board of DirectorsTrustees, to pay to a broker or dealer who provides such brokerage and research services a commission for executing a portfolio transaction for any of the Series Fund 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-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 as -- viewed in terms of that particular transaction or in terms of the overall responsibilities of the Sub-Investment Adviser to the SeriesFund. In addition, the Sub-Investment Adviser is authorized to take into account the sale of shares of the Fund's shares Trust in allocating purchase and sale orders for portfolio securities to brokers or dealers (including brokers and dealers that are affiliated with the Investment Adviser, Sub-Adviser or the FundTrust's principal underwriter), provided that the Sub-Investment Adviser believes that the quality of the execution transaction and the commission are comparable to what they would be with other qualified firms. In no instance, however, will portfolio securities be purchased from or sold to the Investment Adviser, Sub-Adviser, the FundTrust's principal underwriter underwriter, or any affiliated person of any of either the FundTrust, the Investment Adviser, Sub-Adviser, Adviser or the principal underwriter, acting as principal in the transaction, except to the extent permitted by the Securities and Exchange Commission and other applicable federal and state laws and regulations; (f) maintain historical tax lots for each portfolio security held by the Series; (g) transmit trades to the Fund's custodian for proper settlementCommission; and (hd) prepare will maintain a quarterly broker security transaction summary policy and monthly security transaction listing practice of conducting its investment advisory services hereunder independently of the commercial banking operations of its affiliates. When the Investment Adviser makes investment recommendations for each Seriesthe Fund, its investment advisory personnel will not inquire or take into consideration whether the issuer of securities proposed for purchase or sale for the Fund's account are customers of the commercial department of any of the Investment Adviser's affiliates. In dealing with commercial customers, the Investment Adviser's affiliates will not inquire or take into consideration whether securities of those customers are held by the Fund.

Other Covenants. The Sub-Adviser agrees that it willit: (a) will comply with all applicable rules and regulations of the Securities and Exchange Commission ("SEC") and will in performance of its duties as sub-investment adviser for the Series and, in addition, will addition conduct its activities under this Agreement in accordance with other applicable federal and state lawlaws; (b) review and analyze on a periodic basis the Series' portfolio holdings and transactions in order to determine their appropriateness in light of such Series' shareholder base; (c) provide, or cause to be provided, to the Board of Directors of the Fund such reports, statistical data and economic information as may be reasonably requested in connection with the Sub-Adviser's services hereunder; (d) will use the same skill and care in providing such services as it uses in providing services to similar fiduciary accounts for which it has investment responsibilities; (c) will not make loans to any Person to purchase or carry shares in the Fund or make interest-bearing loans to the Trust or the Fund; (d) will maintain a policy and practice of conducting its investment advisory services hereunder independently of the commercial banking operations of any affiliated person of the Adviser. In making investment recommendations for the Fund, the Sub-Adviser's personnel will not inquire or take into consideration whether the issuers (or related supporting institutions) of securities proposed for purchase or sale for the Fund's account are customers of the commercial department of any affiliated person of the Adviser; (e) will place orders pursuant to its investment determinations for the Series Fund either directly with the issuer or with any broker or dealer. In executing portfolio transactions and selecting brokers or dealersdealers for executing portfolio transactions, the Sub- Sub-Adviser will use its best efforts to seek on behalf of the Series Fund the best overall terms available. In assessing the best overall terms available for any transaction, transaction the Sub-Adviser shall will consider all factors that 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. In evaluating the best overall terms available, and in selecting the broker-broker or dealer to execute a particular transaction, the Sub-Adviser also may also consider the brokerage and research services (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934, as amended) provided to the Series and any fund and/or other accounts over which the Sub-Adviser or an any affiliate of the Sub-Adviser exercises investment discretion. The Sub-Adviser is authorized, subject to the prior approval of the Adviser and the Fund's Board of DirectorsBoard, to negotiate and pay to a broker or dealer who provides such brokerage and research services a commission for executing a portfolio transaction for any of the Series Fund 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-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 as viewed in terms of that particular transaction or in terms of the overall responsibilities of the Sub-Adviser with respect to the Seriesaccounts as to which it exercises investment discretion. In additionNotwithstanding the foregoing, no prior approval by the Board will be required so long as the broker or dealer selected by the Sub-Adviser is authorized to take into account the sale of the Fund's shares in allocating purchase provides best price and sale orders for portfolio securities to brokers or dealers (including brokers and dealers that are affiliated with the Adviser, Sub-Adviser or the Fund's principal underwriter), provided that the Sub-Adviser believes that the quality of the execution and the commission are comparable to what they would be with other qualified firmson a particular transaction. In no instance, however, instance will portfolio Fund securities be purchased from or sold to the Adviser, any Sub-Adviser, the Fund's Professional Funds Distributors, LLC ("PFD") (or any other principal underwriter to the Trust) or any an affiliated person of any of either the FundTrust, the Adviser, the Sub-Adviser, or the PFD (or such other principal underwriter) unless permitted by rule, acting as principal in regulation, or order of the transactionSEC. In executing portfolio transactions for the Fund, except the Sub-Adviser may, but will not be obligated to, to the extent permitted by the Securities and Exchange Commission and other applicable federal and state laws and regulations, aggregate the securities to be sold or purchased with those of 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-Adviser will allocate the securities so purchased or sold, and the expenses incurred in the transaction, in the manner it considers to be the most equitable and consistent with its fiduciary obligations to the Fund and such other clients; (f) maintain historical tax lots will treat confidentially and as proprietary information of the Trust all records and other information relative to the Fund and prior, present or potential shareholders, and will not use such records and information for each portfolio security held any purpose other than performance of its responsibilities and duties hereunder (except after prior notification to and approval in writing by the Series; (g) transmit trades Trust, which approval shall not be unreasonably withheld and may not be withheld and will be deemed granted 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 Fund's custodian for proper settlement; and (h) prepare a quarterly broker security transaction summary and monthly security transaction listing for each SeriesTrust).

Other Covenants. The Sub-Adviser agrees that it willit: (a) will comply with all applicable rules Rules and regulations Regulations of the Securities Commission and Exchange Commission will in performance of its duties as sub-investment adviser for the Series and, in addition, will addition conduct its activities under this Agreement in accordance with other applicable federal law, including but not limited to the 1940 Act and state lawthe Advisers Act; (b) review and analyze on a periodic basis the Series' portfolio holdings and transactions in order to determine their appropriateness in light of such Series' shareholder base; (c) provide, or cause to be provided, to the Board of Directors of the Fund such reports, statistical data and economic information as may be reasonably requested in connection with the Sub-Adviser's services hereunder; (d) 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; (ec) will not make loans to any person to purchase or carry Fund shares; (d) will place orders pursuant to its investment determinations for the Series Funds either directly with the issuer or with any broker or dealer. In Subject to the other provisions of this paragraph, in executing portfolio transactions and selecting brokers or dealers, the Sub- Adviser will use its best efforts to seek on behalf of the Series each Fund the best overall terms available. In assessing the best overall terms available for any transaction, the Sub-Adviser shall consider all factors that 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. In evaluating the best overall terms available, and in selecting the broker-/dealer to execute a particular transaction, the Sub-Adviser may also consider the brokerage and research services (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934, as amended) provided to the Series and Fund(s) and/or other accounts over which the Sub-Adviser or an affiliate of the Sub-Adviser exercises investment discretion. The Sub-Adviser is authorized, subject to the prior approval of the Adviser and the FundFunds Trust's Board of DirectorsTrustees, to pay to a broker or dealer who provides such brokerage and research services a commission for executing a portfolio transaction for any of the Series Fund 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-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 as dealer, viewed in terms of that particular transaction or in terms of the overall responsibilities of the Sub-Adviser to the Seriesparticular Fund and to Funds Trust. In addition, the Sub-Adviser is authorized to take into account the sale of the Fund's shares of Funds Trust in allocating purchase and sale orders for portfolio securities to brokers or dealers (including brokers and dealers that are affiliated with the Adviser, Sub-Adviser or the FundFunds Trust's principal underwriter), provided that the Sub-Adviser believes that the quality of the execution transaction and the commission are comparable to what they would be with other qualified firms. In no instance, however, will portfolio securities be purchased from or sold to the AdviserAdviser or Funds Trust's principal underwriter for the Funds or an affiliated person of either acting as principal or broker, Sub-Adviserexcept as permitted by the Commission or applicable law; (e) will maintain a policy and practice of conducting its investment advisory services hereunder independently of the commercial banking operations of its affiliates. In making investment recommendations for a Fund, its investment advisory personnel will not inquire or take into consideration whether the issuer (or related supporting institution) of securities proposed for purchase or sale for the Fund's principal underwriter or any affiliated person of any account are customers of the Fundcommercial departments of its affiliates. In dealing with commercial customers, the Adviser, Sub-Adviser, such commercial departments will not inquire or the principal underwriter, acting as principal in the transaction, except to the extent permitted take into consideration whether securities of those customers are held by the Securities and Exchange Commission and other applicable federal and state laws and regulations;Fund; and (f) maintain historical tax lots will treat confidentially, and as proprietary information of Funds Trust, all records and other information relative to Funds Trust and prior, present or potential interestholders, and will not use such records and information for each portfolio security held any purpose other than performance of its responsibilities and duties hereunder (except after prior notification to and approval in writing by Funds Trust, which approval shall not be unreasonably withheld and may not be withheld and will be deemed granted where the Series; (g) transmit trades Adviser may be exposed to the Fund's custodian civil or criminal contempt proceedings for proper settlement; and (h) prepare a quarterly broker security transaction summary and monthly security transaction listing for each Seriesfailure to comply, when requested to divulge such information by duly constituted authorities, or when so requested by Funds Trust).

Other Covenants. The Sub-Adviser agrees that it willit: (a) will comply with all applicable rules Rules and regulations Regulations of the Securities and Exchange Commission and will in performance of its duties as sub-investment adviser for the Series and, in addition, will addition conduct its activities under this Agreement in accordance with other applicable federal and state law; (b) review and analyze on a periodic basis the Series' portfolio holdings and transactions in order to determine their appropriateness in light of such Series' shareholder base; (c) provide, or cause to be provided, to the Board of Directors of the Fund such reports, statistical data and economic information as may be reasonably requested in connection with the Sub-Adviser's services hereunder; (d) 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; (ec) will place orders pursuant to its investment determinations for the Series Fund either directly with the issuer or with any broker or dealer. In executing portfolio transactions and selecting brokers or dealers, the Sub- Sub-Adviser will use its best efforts to seek on behalf of the Series Fund the best overall terms available. In assessing the best overall terms available for any transaction, the Sub-Adviser shall consider all factors that 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. In evaluating the best overall terms available, and in selecting the broker-dealer to execute a particular transaction, the Sub-Adviser may also consider the brokerage and research services (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934) provided to the Series and Fund or other accounts over which the Sub-Adviser or an affiliate of the Sub-Adviser exercises investment discretion. The Sub-Adviser is authorized, subject to the prior approval of the Adviser and the FundTrust's Board of DirectorsTrustees, to pay to a broker or dealer who provides such brokerage and research services a commission for executing a portfolio transaction for any of the Series Fund 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-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 as -- viewed in terms of that particular transaction or in terms of the overall responsibilities of the Sub-Adviser to the SeriesFund. In addition, the Sub-Adviser is authorized to take into account the sale of shares of the Fund's shares Trust in allocating purchase and sale orders for portfolio securities to brokers or dealers (including brokers and dealers that are affiliated with the Adviser, Sub-Adviser or the FundTrust's principal underwriter), provided that the Sub-Adviser believes that the quality of the execution transaction and the commission are comparable to what they would be with other qualified firms. In no instance, however, will portfolio securities be purchased from or sold to the Adviser, Sub-Adviser, the FundTrust's principal underwriter or any affiliated person of any of either the FundTrust, the Adviser, Sub-Adviser, or the principal underwriter, acting as principal in the transaction, except to the extent permitted by the Securities and Exchange Commission and other applicable federal and state laws and regulations; (f) maintain historical tax lots for each portfolio security held by the Series; (g) transmit trades to the Fund's custodian for proper settlementCommission; and (hd) prepare will maintain a quarterly broker security transaction summary policy and monthly security transaction listing practice of conducting its sub-investment advisory services hereunder independently of its, and any of its affiliates', commercial banking operations. When the Sub-Adviser makes investment recommendations for each Seriesthe Fund, its investment advisory personnel will not inquire or take into consideration whether the issuers of securities proposed for purchase or sale for the Fund's account are customers of its, or any of its affiliates', commercial department. In dealing with commercial customers, the commercial department of the Sub-Adviser, or any of its affiliates, will not inquire or take into consideration whether securities of those customers are held by the Fund.

Other Covenants. The Sub-Investment Adviser agrees that it willit: (a) will comply with all applicable rules Rules and regulations Regulations of the Securities and Exchange Commission and will in performance of its duties as sub-investment adviser for the Series and, in addition, will addition conduct its activities under this Agreement in accordance with other applicable federal and state law; (b) review and analyze on a periodic basis the Series' portfolio holdings and transactions in order to determine their appropriateness in light of such Series' shareholder base; (c) provide, or cause to be provided, to the Board of Directors of the Fund such reports, statistical data and economic information as may be reasonably requested in connection with the Sub-Adviser's services hereunder; (d) 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; (ec) will place orders pursuant to its investment determinations for the Series Fund either directly with the issuer or with any broker or dealer. In executing portfolio transactions and selecting brokers or dealers, the Sub- Investment Adviser will use its best efforts to seek on behalf of the Series Fund the best overall terms available. In assessing the best overall terms available for any transaction, the Sub-Investment Adviser shall consider all factors that 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. In evaluating the best overall terms available, and in selecting the broker-broker- dealer to execute a particular transaction, the Sub-Investment Adviser may also consider the brokerage and research services (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934) provided to the Series Fund and other accounts over which the Sub-Investment Adviser or an affiliate of the Sub-Investment Adviser exercises investment discretion. The Sub-Investment Adviser is authorized, subject to the prior approval of the Adviser and the FundTrust's Board of DirectorsTrustees, to pay to a broker or dealer who provides such brokerage and research services a commission for executing a portfolio transaction for any of the Series Fund 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-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 as -- viewed in terms of that particular transaction or in terms of the overall responsibilities of the Sub-Investment Adviser to the SeriesFund. In addition, the Sub-Investment Adviser is authorized to take into account the sale of shares of the Fund's shares Trust in allocating purchase and sale orders for portfolio securities to brokers or dealers (including brokers and dealers that are affiliated with the Investment Adviser, Sub-Adviser or the FundTrust's principal underwriter), provided that the Sub-Investment Adviser believes that the quality of the execution transaction and the commission are comparable to what they would be with other qualified firms. In no instance, however, will portfolio securities be purchased from or sold to the Investment Adviser, Sub-Adviser, the FundTrust's principal underwriter underwriter, or any affiliated person of any of either the FundTrust, the Investment Adviser, Sub-Adviser, Adviser or the principal underwriter, acting as principal in the transaction, except to the extent permitted by the Securities and Exchange Commission and other applicable federal and state laws and regulations; (f) maintain historical tax lots for each portfolio security held by the Series; (g) transmit trades to the Fund's custodian for proper settlementCommission; and (hd) prepare will maintain a quarterly broker security transaction summary policy and monthly security transaction listing practice of conducting its investment advisory services hereunder independently of the commercial banking operations of its affiliates. When the Investment Adviser makes investment recommendations for each Seriesthe Fund, its investment advisory personnel will not inquire or take into consideration whether the issuer of securities proposed for purchase or sale for the Fund's account are customers of the commercial department of any of the Investment Adviser's affiliates. In dealing with commercial customers, the Investment Adviser's affiliates will not inquire or take into consideration whether securities of those customers are held by the Fund.

Other Covenants. The Sub-Adviser agrees that it willit: (a) will comply with all applicable rules Rules and regulations Regulations of the Securities and Exchange Commission and will in performance of its duties as sub-investment adviser for the Series and, in addition, will addition conduct its activities under this Agreement in accordance with other applicable federal and state law; (b) review and analyze on a periodic basis the Series' portfolio holdings and transactions in order to determine their appropriateness in light of such Series' shareholder base; (c) provide, or cause to be provided, to the Board of Directors of the Fund such reports, statistical data and economic information as may be reasonably requested in connection with the Sub-Adviser's services hereunder; (d) 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; (ec) will place orders pursuant to its investment determinations for the Series each Fund either directly with the issuer or with any broker or dealer. In executing portfolio transactions and selecting brokers or dealers, the Sub- Adviser will use its best efforts to seek on behalf of the Series Funds the best overall terms available. In assessing the best overall terms available for any transaction, the Sub-Adviser shall consider all factors that 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. In evaluating the best overall terms available, and in selecting the broker-dealer to execute a particular transaction, the Sub-Sub- Adviser may also consider the brokerage and research services (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934) provided to the Series Funds and other accounts over which the Sub-Adviser or an affiliate of the Sub-Adviser exercises investment discretion. The Sub-Adviser is authorized, subject to the prior approval of the Adviser and the FundTrust's Board of DirectorsTrustees, to pay to a broker or dealer who provides such brokerage and research services a commission for executing a portfolio transaction for any of the Series 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-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 as -- viewed in terms of that particular transaction or in terms of the overall responsibilities of the Sub-Adviser to the SeriesFunds. In addition, the Sub-Adviser is authorized to take into account the sale of shares of the Fund's shares Trust in allocating purchase and sale orders for portfolio securities to brokers or dealers (including brokers and dealers that are affiliated with the Adviser, Sub-Adviser or the FundTrust's principal underwriter), provided that the Sub-Adviser believes that the quality of the execution transaction and the commission are comparable to what they would be with other qualified firms. In no instance, however, will portfolio securities be purchased from or sold to the Adviser, Sub-Adviser, the FundTrust's principal underwriter or any affiliated person of any of either the FundTrust, the Adviser, Sub-Adviser, or the principal underwriter, acting as principal in the transaction, except to the extent permitted by the Securities and Exchange Commission and other applicable federal and state laws and regulations; (f) maintain historical tax lots for each portfolio security held by the Series; (g) transmit trades to the Fund's custodian for proper settlementCommission; and (hd) prepare will maintain a quarterly broker security transaction summary policy and monthly security transaction listing practice of conducting its sub- investment advisory services hereunder independently of its, and any of its affiliates', commercial banking operations. When the Sub-Adviser makes investment recommendations for each Seriesa Fund, its investment advisory personnel will not inquire or take into consideration whether the issuers of securities proposed for purchase or sale for the Fund's account are customers of its, or any of its affiliates', commercial department. In dealing with commercial customers, the commercial department of the Sub-Adviser, or any of its affiliates, will not inquire or take into consideration whether securities of those customers are held by the Funds.

Other Covenants. The Sub-Adviser agrees that it willit: (a) will comply with all applicable rules Rules and regulations Regulations of the Securities and Exchange Commission and will in performance of its duties as sub-investment adviser for the Series and, in addition, will addition conduct its activities under this Agreement in accordance with other applicable federal and state law; (b) review and analyze on a periodic basis the Series' portfolio holdings and transactions in order to determine their appropriateness in light of such Series' shareholder base; (c) provide, or cause to be provided, to the Board of Directors of the Fund such reports, statistical data and economic information as may be reasonably requested in connection with the Sub-Adviser's services hereunder; (d) will use the same skill and care in providing such services as it uses in providing services to similar fiduciary accounts for which it has investment responsibilities; (c) will not make loans to any person to purchase or carry shares in the Funds or make interest-bearing loans to the Trust or the Funds; (d) will maintain a policy and practice of conducting its investment advisory services hereunder independently of the commercial banking operations of any affiliated person of the Adviser. In making investment recommendations for the Funds, the Sub-Adviser's personnel will not inquire or take into consideration whether the issuers (or related supporting institutions) of securities proposed for purchase or sale for each such Fund's account are customers of the commercial department of any affiliated person of the Adviser; (e) in connection with its duties under paragraph 2 of this Agreement, will place orders pursuant to its investment determinations for the Series Funds either directly with the issuer or with any broker or dealer. In executing portfolio transactions and selecting brokers or dealersdealers for executing portfolio transactions, the Sub- Sub-Adviser will use its best efforts to seek on behalf of the Series Funds the best overall terms available. In assessing the best overall terms available for any transaction, transaction the Sub-Adviser shall consider all factors that 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. In evaluating the best overall terms available, and in selecting the broker-broker or dealer to execute a particular transaction, the Sub-Adviser may also consider the brokerage and research services (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934, as amended) provided to the Series and any Fund and/or other accounts over which the Sub-Adviser or an any affiliate of the Sub-Adviser exercises investment discretion. The Sub-Adviser is authorized, subject to the prior approval of the Adviser and the Fund's Board of DirectorsBoard, to negotiate and pay to a broker or dealer who provides such brokerage and research services a commission for executing a portfolio transaction for any of the Series 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-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 as viewed in terms of that particular transaction or in terms of the overall responsibilities of the Sub-Adviser with respect to the Seriesaccounts as to which it exercises investment discretion. In additionNotwithstanding the foregoing, no prior approval by the Board shall be required so long as the broker or dealer selected by the Sub-Adviser is authorized to take into account the sale of the Fund's shares in allocating purchase provides best price and sale orders for portfolio securities to brokers or dealers (including brokers and dealers that are affiliated with the Adviser, Sub-Adviser or the Fund's principal underwriter), provided that the Sub-Adviser believes that the quality of the execution and the commission are comparable to what they would be with other qualified firmson a particular transaction. In no instance, however, instance will portfolio Fund securities be purchased from or sold to the Adviser, any Sub-Adviser, the Fund's SEI Investments Distribution Co. ("SEI") (or any other principal underwriter to the Trust) or any an affiliated person of any of either the FundTrust, the Adviser, Sub-Adviser, or the SEI (or such other principal underwriter) unless permitted by an order of the SEC or applicable rules. In executing portfolio transactions for the Funds, acting as principal in the transactionSub-Adviser may, except but shall not be obligated to, to the extent permitted by the Securities and Exchange Commission and other applicable federal and state laws and regulations;, aggregate the securities to be sold or purchased with those of 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-Adviser will allocate the securities so purchased or sold, and the expenses incurred in the transaction, in the manner it considers to be the most equitable and consistent with its fiduciary obligations to the Funds and such other clients; and (f) maintain historical tax lots will treat confidentially and as proprietary information of the Trust all records and other information relative to the Funds and prior, present or potential shareholders, and will not use such records and information for each portfolio security held any purpose other than performance of its responsibilities and duties hereunder (except after prior notification to and approval in writing by the Series; (g) transmit trades Trust, which approval shall not be unreasonably withheld and may not be withheld and will be deemed granted where the Sub-Adviser may be exposed to civil or criminal comtempt proceedings for failure to comply, when requested to divulge such information by duly constituted authorities or when so requested by the Fund's custodian for proper settlement; and (h) prepare a quarterly broker security transaction summary and monthly security transaction listing for each SeriesTrust).

Other Covenants. The Sub-Adviser agrees that it willit: (a) will comply with all applicable rules and regulations of the Securities SEC and Exchange Commission will in performance of its duties as sub-investment adviser for the Series and, in addition, will addition conduct its activities under this Agreement in accordance with other applicable federal and state law; (b) review and analyze on a periodic basis the Series' portfolio holdings and transactions in order to determine their appropriateness in light of such Series' shareholder base; (c) provide, or cause to be provided, to the Board of Directors of the Fund such reports, statistical data and economic information as may be reasonably requested in connection with the Sub-Adviser's services hereunder; (d) 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; (e) will place orders pursuant to its investment determinations for the Series Trust either directly with the issuer or with any broker or dealer. In executing portfolio Trust transactions and selecting brokers or dealers, the Sub- Adviser will use its best efforts to seek on behalf of the Series Trust the best overall terms available. In assessing the best overall terms available for any transaction, the Sub-Adviser shall consider all factors that 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, the availability of the security to be delivered in-kind by authorized participants, and the reasonableness of the commission, if any, both for the specific transaction and on a continuing basis. In evaluating the best overall terms available, and in selecting the broker-dealer to execute a particular transaction, transaction the Sub-Adviser may also consider the brokerage and research services (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934) provided to the Series and Trust and/or other accounts over which the Sub-Adviser or an affiliate of the Sub-Adviser exercises may exercise investment discretion. The Sub-Adviser is authorized, subject to later revocation by the prior approval of the Adviser and the Fund's Trust’s Board of DirectorsTrustees, to pay to a broker or dealer who provides such brokerage and research services a commission for executing a portfolio transaction for any of the Series Trust 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-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 as - - viewed in terms of that particular transaction or in terms of the overall responsibilities of the Sub-Adviser to the SeriesTrust. In addition, the Sub-Adviser is authorized to take into account the sale of the Fund's shares in allocating allocate purchase and sale orders for portfolio securities to brokers or dealers (including brokers and dealers that are affiliated with the Adviser, Sub-Adviser or the Fund's Trust’s principal underwriter), provided that underwriter if the Sub-Adviser believes that the quality of the execution transaction and the commission are comparable to what they would be with other qualified firms. In no instance, however, will portfolio any Trust securities be purchased from or sold to the Adviser, Subany sub-Adviseradviser engaged with respect to the Trust, the Fund's Trust’s principal underwriter underwriter, or any affiliated person of any of either the FundTrust, the Adviser, Suband sub-Adviser, adviser or the principal underwriter, acting as principal in the transaction, except to the extent permitted by the Securities SEC and Exchange Commission and other applicable federal and state laws and regulations; (f) maintain historical tax lots for each portfolio security held by the Series; (g) transmit trades to the Fund's custodian for proper settlement; and (h) prepare a quarterly broker security transaction summary and monthly security transaction listing for each Series1940 Act.

Other Covenants. The Sub-Adviser agrees that it willit: (a) will comply with all applicable rules and regulations of the Securities and Exchange Commission ("SEC") and will in performance of its duties as sub-investment adviser for the Series and, in addition, will addition conduct its activities under this Agreement in accordance with other applicable federal and state lawlaws; (b) review and analyze on a periodic basis the Series' portfolio holdings and transactions in order to determine their appropriateness in light of such Series' shareholder base; (c) provide, or cause to be provided, to the Board of Directors of the Fund such reports, statistical data and economic information as may be reasonably requested in connection with the Sub-Adviser's services hereunder; (d) will use the same skill and care in providing such services as it uses in providing services to similar fiduciary accounts for which it has investment responsibilities; (c) will not make loans to any Person to purchase or carry shares in the Fund or make interest-bearing loans to the Trust or the Fund; (d) will maintain a policy and practice of conducting its investment advisory services hereunder independent of any affiliated person of Polaris or the Adviser; (e) will place orders pursuant to its investment determinations for the Series Fund either directly with the issuer or with any broker or dealer. In executing portfolio transactions and selecting brokers or dealersdealers for executing portfolio transactions, the Sub- Sub-Adviser will use its best efforts to seek on behalf of the Series Fund the best overall terms available. In assessing the best overall terms available for any transaction, transaction the Sub-Adviser shall will consider all factors that 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. In evaluating the best overall terms available, and in selecting the broker-broker or dealer to execute a particular transaction, the Sub-Adviser also may also consider the brokerage and research services (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934, as amended) provided to the Series and any fund and/or other accounts over which the Sub-Adviser or an any affiliate of the Sub-Adviser exercises investment discretion. The Sub-Adviser is authorized, subject to the prior approval of the Adviser and the Fund's Board of DirectorsBoard, to negotiate and pay to a broker or dealer who provides such brokerage and research services a commission for executing a portfolio transaction for any of the Series Fund 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-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 as viewed in terms of that particular transaction or in terms of the overall responsibilities of the Sub-Adviser with respect to the Seriesaccounts as to which it exercises investment discretion. In additionNotwithstanding the foregoing, no prior approval by the Board will be required so long as the broker or dealer selected by the Sub-Adviser is authorized to take into account the sale of the Fund's shares in allocating purchase provides best price and sale orders for portfolio securities to brokers or dealers (including brokers and dealers that are affiliated with the Adviser, Sub-Adviser or the Fund's principal underwriter), provided that the Sub-Adviser believes that the quality of the execution and the commission are comparable to what they would be with other qualified firmson a particular transaction. In no instance, however, instance will portfolio Fund securities be purchased from or sold to the Adviser, any Sub-Adviser, the Fund's Professional Funds Distributors, LLC ("PFD") (or any other principal underwriter to the Trust) or any an affiliated person of any of either the FundTrust, the Adviser, the Sub-Adviser, or the PFD (or such other principal underwriter) unless permitted by rule, acting as principal in regulation, or order of the transactionSEC. In executing portfolio transactions for the Fund, except the Sub-Adviser may, but will not be obligated to, to the extent permitted by the Securities and Exchange Commission and other applicable federal and state laws and regulations, aggregate the securities to be sold or purchased with those of 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-Adviser will allocate the securities so purchased or sold, and the expenses incurred in the transaction, in the manner it considers to be the most equitable and consistent with its fiduciary obligations to the Fund and such other clients; (f) maintain historical tax lots will treat confidentially and as proprietary information of the Trust all records and other information relative to the Fund and prior, present or potential shareholders, and will not use such records and information for each portfolio security held any purpose other than performance of its responsibilities and duties hereunder (except after prior notification to and approval in writing by the Series;Trust, which approval shall not be unreasonably withheld and may not be withheld and will be deemed granted 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) transmit trades in providing the services described in this Agreement, the Sub-Adviser will not consult with any other investment advisory firm that provides investment advisory services to the Fund's custodian Fund or any other investment company sponsored by the Adviser regarding transactions for proper settlement; andthe Fund in securities or other assets, except as permitted by applicable law. (h) prepare a quarterly broker security transaction summary The Sub-Adviser acknowledges that the Adviser and monthly security transaction listing the Trust may rely on Rules 17a-7, 17a-10, 10f-3 and 17e-1 under the 1940 Act, and the Sub-Adviser hereby agrees that it shall not consult with any other investment adviser to the Trust with respect to transactions in securities for each Seriesthe sub-advised assets or any other transactions in the Trust's assets, other than for the purposes of complying with the conditions of paragraphs (a) and (b) of Rule 12d3-1 under the 1940 Act.

Other Covenants. The Sub-Adviser agrees that it will:it: --------------- (a) will comply with all applicable rules Rules and regulations Regulations of the Securities Commission and Exchange Commission will in performance of its duties as sub-investment adviser for the Series and, in addition, will addition conduct its activities under this Agreement in accordance with other applicable federal law, including but not limited to the 1940 Act and state lawthe Advisers Act; (b) review and analyze on a periodic basis the Series' portfolio holdings and transactions in order to determine their appropriateness in light of such Series' shareholder base; (c) provide, or cause to be provided, to the Board of Directors of the Fund such reports, statistical data and economic information as may be reasonably requested in connection with the Sub-Adviser's services hereunder; (d) 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; (ec) will not make loans to any person to purchase or carry Master Portfolio shares; (d) will place orders pursuant to its investment determinations for the Series Master Portfolios either directly with the issuer or with any broker or dealer. In Subject to the other provisions of this paragraph, in executing portfolio transactions and selecting brokers or dealers, the Sub- Adviser will use its best efforts to seek on behalf of the Series each Master Portfolio the best overall terms available. In assessing the best overall terms available for any transaction, the Sub-Adviser shall consider all factors that 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. In evaluating the best overall terms available, and in selecting the broker-/dealer to execute a particular transaction, the Sub-Adviser may also consider the brokerage and research services (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934, as amended) provided to the Series and Master Portfolio(s) and/or other accounts over which the Sub-Adviser or an affiliate of the Sub-Adviser exercises investment discretion. The Sub-Adviser is authorized, subject to the prior approval of the Adviser and the FundTrust's Board of DirectorsTrustees, to pay to a broker or dealer who provides such brokerage and research services a commission for executing a portfolio transaction for any of the Series Master Portfolio 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-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 as dealer, viewed in terms of that particular transaction or in terms of the overall responsibilities of the Sub-Adviser to the Seriesparticular Master Portfolio and to the Trust. In addition, the Sub-Adviser is authorized to take into account the sale of shares of the Fund's shares Trust in allocating purchase and sale orders for portfolio securities to brokers or dealers (including brokers and dealers that are affiliated with the Adviser, Sub-Adviser or the FundTrust's principal underwriter), provided that the Sub-Adviser believes that the quality of the execution transaction and the commission are comparable to what they would be with other qualified firms. In no instance, however, will portfolio securities be purchased from or sold to the Adviser, Sub-Adviser, Adviser or the FundTrust's principal underwriter for the Master Portfolios or any an affiliated person of any of the Fund, the Adviser, Sub-Adviser, or the principal underwriter, either acting as principal in the transactionor broker, except to the extent as permitted by the Securities Commission or applicable law; (e) will maintain a policy and Exchange Commission and other applicable federal and state laws and regulations;practice of conducting its investment advisory services hereunder independently of the commercial banking operations of its affiliates. In making investment recommendations for a Master Portfolio, its investment advisory personnel will not inquire or take into consideration whether the issuer (or related supporting institution) of securities proposed for purchase or sale for the Master Portfolio's account are customers of the commercial departments of its affiliates. In dealing with commercial customers, such commercial departments will not inquire or take into consideration whether securities of those customers are held by the Master Portfolio; and (f) maintain historical tax lots will treat confidentially, and as proprietary information of the Trust, all records and other information relative to the Trust and prior, present or potential interestholders, and will not use such records and information for each portfolio security held any purpose other than performance of its responsibilities and duties hereunder (except after prior notification to and approval in writing by the Series; (g) transmit trades Trust, which approval shall not be unreasonably withheld and may not be withheld and will be deemed granted where the 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 Fund's custodian for proper settlement; and (h) prepare a quarterly broker security transaction summary and monthly security transaction listing for each SeriesTrust).

Other Covenants. The Sub-Adviser agrees that it will: (a) comply with all applicable rules and regulations of the Securities SEC and Exchange Commission will in performance of its duties as sub-investment adviser for the Series and, in addition, will addition conduct its activities under this Agreement in accordance with other applicable federal and state law;; and (b) review and analyze on a periodic basis the Series' portfolio holdings and transactions in order to determine their appropriateness in light of such Series' shareholder base; (c) provide, directly or cause to be provided, to the Board of Directors of the Fund such reports, statistical data and economic information as may be reasonably requested in connection with the Subindirectly through one or more sub-Adviser's services hereunder; (d) 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; (eadvisers) place orders pursuant to its investment determinations for the Series Portfolios either directly with the issuer of the security or with any broker or dealer. In executing portfolio Portfolio transactions and selecting brokers or dealers, the Sub- Adviser (directly or indirectly through one or more sub-advisers) will use its best efforts to seek on behalf of the Series Portfolio the best overall terms available. In assessing the best overall terms available for any transaction, the SubAdviser, and any sub-Adviser advisers, shall consider all factors that 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. In evaluating the best overall terms available, and in selecting the broker-dealer to execute a particular transaction, the SubAdviser and any sub-Adviser adviser may also consider the brokerage and research services (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934) provided to the Series and Portfolio and/or other accounts over which the Sub-Adviser or an affiliate of the Subsub-Adviser exercises adviser or their affiliates may exercise investment discretion. The Sub-Adviser is authorizedauthorized (and may authorize a sub-adviser), subject to the prior approval of the Adviser and the Fund's Board of Directors, to pay to a broker or dealer who provides such brokerage and research services a commission for executing a portfolio transaction for any of the Series Portfolios 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 SubAdviser or sub-Adviser 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 as -- viewed in terms of that particular transaction or in terms of the overall responsibilities of the SubAdviser or sub-Adviser adviser to the SeriesPortfolio. In addition, the Sub-Adviser is authorized (and may so authorize any sub-adviser) to take into account the sale of the Fund's shares in allocating allocate purchase and sale orders for portfolio Portfolio securities to brokers or dealers (including brokers and dealers that are affiliated with the Adviser, Sub-Adviser or sub-adviser) to take into account the Fund's principal underwriter), provided that sale of variable contracts investing through separate accounts in the SubFund if the Adviser or sub-Adviser adviser believes that the quality of the execution transaction and the commission are comparable to what they would be with other qualified firms. In no instance, however, will portfolio any Portfolio's securities be purchased from or sold to the Adviser, Subany sub-Adviseradviser engaged with respect to that Portfolio, the Fund's principal underwriter or any affiliated person of any of the Fund, the Adviser, Subor that Portfolio's sub-Adviser, or the principal underwriteradviser, acting as principal in the transaction, except to the extent permitted by the Securities SEC and Exchange Commission and other applicable federal and state laws and regulations; (f) maintain historical tax lots for each portfolio security held by the Series; (g) transmit trades to the Fund's custodian for proper settlement; and (h) prepare a quarterly broker security transaction summary and monthly security transaction listing for each Series1940 Act.

Other Covenants. The Sub-Adviser agrees that it willit: (a) will comply with all applicable rules Rules and regulations Regulations of the Securities and Exchange Commission and will in performance of its duties as sub-investment adviser for the Series and, in addition, will addition conduct its activities under this Agreement in accordance with other applicable federal and state law; (b) review and analyze on a periodic basis the Series' portfolio holdings and transactions in order to determine their appropriateness in light of such Series' shareholder base; (c) provide, or cause to be provided, to the Board of Directors of the Fund such reports, statistical data and economic information as may be reasonably requested in connection with the Sub-Adviser's services hereunder; (d) will use the same skill and care in providing such services as it uses in providing services to similar fiduciary accounts for which it has investment responsibilities; (c) will not make loans to any person to purchase or carry shares in the Fund or make interest-bearing loans to the Trust or the Fund; (d) will maintain a policy and practice of conducting its investment advisory services hereunder independently of the commercial banking operations of any affiliated person of the Adviser. In making investment recommendations for the Fund, the Sub-Adviser's personnel will not inquire or take into consideration whether the issuers (or related supporting institutions) of securities proposed for purchase or sale for such Fund's account are customers of the commercial department of any affiliated person of the Adviser; (e) in connection with its duties under paragraph 2 of this Agreement, will place orders pursuant to its investment determinations for the Series Fund either directly with the issuer or with any broker or dealer. In executing portfolio transactions and selecting brokers or dealers, the Sub- Sub-Adviser will use its best efforts to seek on behalf of the Series Fund the best overall terms available. In assessing the best overall terms available for any transaction, transaction the Sub-Adviser shall consider all factors that 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. In evaluating the best overall terms available, and in selecting the broker-broker or dealer to execute a particular transaction, the Sub-Sub- Adviser may also consider the brokerage and research services (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934, as amended) provided with respect to the Series and any Fund and/or other accounts over which the Sub-Adviser or an any affiliate of the Sub-Adviser exercises investment discretion. The Sub-Adviser is authorized, subject to the prior approval of the Adviser and the Fund's Board of DirectorsBoard, to negotiate and pay to a broker or dealer who provides such brokerage and research services a commission for executing a portfolio transaction for any of the Series Fund 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-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 as viewed in terms of that particular transaction or in terms of the overall responsibilities of the Sub-Adviser to the SeriesFund and to the Trust. In additionNotwithstanding the foregoing, no prior approval by the Board shall be required so long as the broker or dealer selected by the Sub-Adviser is authorized to take into account the sale of the Fund's shares in allocating purchase provides best price and sale orders for portfolio securities to brokers or dealers (including brokers and dealers that are affiliated with the Adviser, Sub-Adviser or the Fund's principal underwriter), provided that the Sub-Adviser believes that the quality of the execution and the commission are comparable to what they would be with other qualified firmson a particular transaction. In no instance, however, instance will portfolio Fund securities be purchased from or sold to the Adviser, any Sub-Adviser, the Fund's SEI Investments Distribution Co. ("SEI") (or any other principal underwriter to the Trust) or any an affiliated person of any of either the FundTrust, the Adviser, Sub-Adviser, or the SEI (or such other principal underwriter) unless permitted by an order of the SEC or applicable rules. In executing portfolio transactions for the Fund, acting as principal in the transactionSub-Adviser may, except but shall not be obligated to, to the extent permitted by the Securities and Exchange Commission and other applicable federal and state laws and regulations;, aggregate the securities to be sold or purchased with those of 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-Adviser will allocate the securities so purchased or sold, and the expenses incurred in the transaction, in the manner it considers to be the most equitable and consistent with its fiduciary obligations to the Fund and such other clients; and (f) maintain historical tax lots will treat confidentially and as proprietary information of the Trust all records and other information relative to the Fund and prior, present or potential shareholders, and will not use such records and information for each portfolio security held any purpose other than performance of its responsibilities and duties hereunder (except after prior notification to and approval in writing by the Series; (g) transmit trades Trust, which approval shall not be unreasonably withheld and may not be withheld and will be deemed granted where the Sub-Adviser may be exposed to civil or criminal intent proceedings for failure to comply, when requested to divulge such information by duly constituted authorities or when so requested by the Fund's custodian for proper settlement; and (h) prepare a quarterly broker security transaction summary and monthly security transaction listing for each SeriesTrust).

Other Covenants. The Sub-Investment Adviser agrees that it willit: (a) will comply with all applicable rules Rules and regulations Regulations of the Securities and Exchange Commission and will in performance of its duties as sub-investment adviser for the Series and, in addition, will addition conduct its activities under this Agreement in accordance with other applicable federal and state law; (b) review and analyze on a periodic basis the Series' portfolio holdings and transactions in order to determine their appropriateness in light of such Series' shareholder base; (c) provide, or cause to be provided, to the Board of Directors of the Fund such reports, statistical data and economic information as may be reasonably requested in connection with the Sub-Adviser's services hereunder; (d) 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; (ec) will place orders pursuant to its investment determinations for the Series each Fund either directly with the issuer or with any broker or dealer. In executing portfolio transactions and selecting brokers or dealers, the Sub- Investment Adviser will use its best efforts to seek on behalf of the Series Funds the best overall terms available. In assessing the best overall terms available for any transaction, the Sub-Investment Adviser shall consider all factors that 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. In evaluating the best overall terms available, and in selecting the broker-dealer to execute a particular transaction, the Sub-Investment Adviser may also consider the brokerage and research services (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934) provided to the Series Funds and other accounts over which the Sub-Investment Adviser or an affiliate of the Sub-Investment Adviser exercises investment discretion. The Sub-Investment Adviser is authorized, subject to the prior approval of the Adviser and the FundTrust's Board of DirectorsTrustees, to pay to a broker or dealer who provides such brokerage and research services a commission for executing a portfolio transaction for any of the Series 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-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 as -- viewed in terms of that particular transaction or in terms of the overall responsibilities of the Sub-Investment Adviser to the SeriesFunds. In addition, the Sub-Investment Adviser is authorized to take into account the sale of shares of the Fund's shares Trust in allocating purchase and sale orders for portfolio securities to brokers or dealers (including brokers and dealers that are affiliated with the Adviser, Sub-Investment Adviser or the FundTrust's principal underwriter), provided that the Sub-Investment Adviser believes that the quality of the execution transaction and the commission are comparable to what they would be with other qualified firms. In no instance, however, will portfolio securities be purchased from or sold to the Adviser, Sub-Investment Adviser, the FundTrust's principal underwriter underwriter, or any affiliated person of any of either the FundTrust, the Adviser, Sub-Investment Adviser, or the principal underwriter, underwriter acting as principal in the transaction, except to the extent permitted by the Securities and Exchange Commission and other applicable federal and state laws and regulations; (f) maintain historical tax lots for each portfolio security held by the Series; (g) transmit trades to the Fund's custodian for proper settlementCommission; and (hd) prepare will maintain a quarterly broker security transaction summary policy and monthly security transaction listing for each Series.practice of conducting its investment advisory services hereunder independently of the commercial banking operations of its

Other Covenants. The Sub-Adviser agrees that it willit: (a) will comply with all applicable rules Rules and regulations Regulations of the Securities Commission and Exchange Commission will in performance of its duties as sub-investment adviser for the Series and, in addition, will addition conduct its activities under this Agreement in accordance with other applicable federal law, including but not limited to the 1940 Act and state lawthe Advisers Act; (b) review and analyze on a periodic basis the Series' portfolio holdings and transactions in order to determine their appropriateness in light of such Series' shareholder base; (c) provide, or cause to be provided, to the Board of Directors of the Fund such reports, statistical data and economic information as may be reasonably requested in connection with the Sub-Adviser's services hereunder; (d) 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; (ec) will not make loans to any person to purchase or carry Portfolio shares; (d) will place orders pursuant to its investment determinations for the Series Portfolios either directly with the issuer or with any broker or dealer. In Subject to the other provisions of this paragraph, in executing portfolio transactions and selecting brokers or dealers, the Sub- Adviser will use its best efforts to seek on behalf of the Series each Portfolio the best overall terms available. In assessing the best overall terms available for any transaction, the Sub-Adviser shall consider all factors that 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. In evaluating the best overall terms available, and in selecting the broker-/dealer to execute a particular transaction, the Sub-Adviser may also consider the brokerage and research services (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934, as amended) provided to the Series and Portfolio(s) and/or other accounts over which the Sub-Adviser or an affiliate of the Sub-Adviser exercises investment discretion. The Sub-Adviser is authorized, subject to the prior approval of the Adviser and the FundTrust's Board of DirectorsTrustees, to pay to a broker or dealer who provides such brokerage and research services a commission for executing a portfolio transaction for any of the Series Portfolio 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-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 as dealer, viewed in terms of that particular transaction or in terms of the overall responsibilities of the Sub-Adviser to the Seriesparticular Portfolio and to the Trust. In addition, the Sub-Adviser is authorized to take into account the sale of shares of the Fund's shares Trust in allocating purchase and sale orders for portfolio securities to brokers or dealers (including brokers and dealers that are affiliated with the Adviser, Sub-Adviser or the FundTrust's principal underwriter), provided that the Sub-Adviser believes that the quality of the execution transaction and the commission are comparable to what they would be with other qualified firms. In no instance, however, will portfolio securities be purchased from or sold to the Adviser, Sub-Adviser, Adviser or the FundTrust's principal underwriter for the Portfolios or any an affiliated person of any of the Fund, the Adviser, Sub-Adviser, or the principal underwriter, either acting as principal in the transactionor broker, except to the extent as permitted by the Securities Commission or applicable law; (e) will maintain a policy and Exchange Commission and other applicable federal and state laws and regulationspractice of conducting its investment advisory services hereunder independently of the commercial banking operations of its affiliates. In making investment recommendations for a Portfolio, its investment advisory personnel will not inquire or take into consideration whether the issuer (or related supporting institution) of securities proposed for purchase or sale for the Portfolio's account are customers of the commercial departments of its affiliates. In dealing with commercial customers, such commercial departments will not inquire or take into consideration whether securities of those customers are held by the Portfolio; (f) maintain historical tax lots for each portfolio security held will use its best efforts to perform its duties and obligations under this Agreement without: (a) any failure of its computer systems, or those used by it in the Series;performance of its duties hereunder, properly to record, store, process, calculate or present calendar dates falling on and after, and time spans including, September 9, 1999, January 1, 2000 or February 29, 2000 (the "Subject Dates") as a result of the occurrence, or use of data containing any such Subject Dates; (b) any failure of its computer systems, or those used by it in the performance of its duties hereunder, to calculate any information dependent on or relating to dates on or after the Subject Dates; or (c) any loss of functionality or performance with respect to the maintenance of records or processing of data containing dates falling on or after the Subject Dates; and (g) transmit trades will treat confidentially, and as proprietary information of the Trust, all records and other information relative to the Fund's custodian Trust and prior, present or potential shareholders, and will not use such records and information for proper settlement; and any purpose other than performance of its responsibilities and duties hereunder (h) prepare a quarterly broker security transaction summary except after prior notification to and monthly security transaction listing approval in writing by the Trust, which approval shall not be unreasonably withheld and may not be withheld and will be deemed granted where the Adviser may be exposed to civil or criminal contempt proceedings for each Seriesfailure to comply, when requested to divulge such information by duly constituted authorities, or when so requested by the Trust).

Other Covenants. The Sub-Adviser agrees that it willit: (a) will comply with all applicable rules Rules and regulations Regulations of the Securities and Exchange Commission and will in performance of its duties as sub-investment adviser for the Series and, in addition, will addition conduct its activities under this Agreement in accordance with other applicable federal and state law; (b) review and analyze on a periodic basis the Series' portfolio holdings and transactions in order to determine their appropriateness in light of such Series' shareholder base; (c) provide, or cause to be provided, to the Board of Directors of the Fund such reports, statistical data and economic information as may be reasonably requested in connection with the Sub-Adviser's services hereunder; (d) 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; (e) will place orders pursuant to its investment determinations for the Series Funds either directly with the issuer or with any broker or dealer. In executing portfolio Fund transactions and selecting brokers or dealers, the Sub- Adviser will use its best efforts to seek on behalf of the Series Fund the best overall terms available. In assessing the best overall terms available for any transaction, the Sub-Adviser shall consider all factors that 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. In evaluating the best overall terms available, and in selecting the broker-dealer to execute a particular transaction, transaction the Sub-Adviser may also consider the brokerage and research services (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934) provided to the Series and Fund and/or other accounts over which the Sub-Adviser or an affiliate of the Sub-Adviser exercises may exercise investment discretion. The Sub-Adviser is authorized, subject to the prior approval of the Adviser and the FundTrust's Board of DirectorsTrustees, to pay to a broker or dealer who provides such brokerage and research services a commission for executing a portfolio fund transaction for any of the Series 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-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 as - - viewed in terms of that particular transaction or in terms of the overall responsibilities of the Sub-Adviser to the SeriesFund. In addition, the Sub-Adviser is if authorized to take into account the sale of the Fund's shares in allocating allocate purchase and sale orders for portfolio fund securities to brokers or dealers (including brokers and dealers that are affiliated with the Adviser, Sub-Adviser or the FundTrust's principal underwriter), provided that ) to take into account the Sub-sale of shares of the Trust if the Adviser believes that the quality of the execution transaction and the commission are comparable to what they would be with other qualified firms. In no instance, however, will portfolio any Fund's securities be purchased from or sold to the Adviser, Subany sub-Adviseradviser engaged with respect to that Fund, the FundTrust's principal underwriter underwriter, or any affiliated person of any of either the FundTrust, the Adviser, Suband sub-Adviser, adviser or the principal underwriter, acting as principal in the transaction, except to the extent permitted by the Securities and Exchange Commission and other applicable federal and state laws and regulations; (f) maintain historical tax lots for each portfolio security held by the Series; (g) transmit trades to the Fund's custodian for proper settlement; and (h) prepare a quarterly broker security transaction summary and monthly security transaction listing for each Series1940 Act.

Other Covenants. The Sub-Adviser agrees that it willit: (a) comply will conform with all applicable rules and regulations of the U.S. Securities and Exchange Commission in performance of its duties as sub-investment adviser for the Series andand will, in addition, will conduct its activities under this Agreement in accordance with other applicable federal and state law; (b) review and analyze on a periodic basis the Series' portfolio holdings and transactions in order to determine their appropriateness in light of such Series' shareholder base; (c) provide, or cause to be provided, to the Board of Directors of the Fund such reports, statistical data and economic information as may be reasonably requested in connection with the Sub-Adviser's services hereunder; (d) will use the same skill and care in providing such services under this Agreement as it uses in providing services to fiduciary accounts other investment funds for which it has investment responsibilities; (ec) will place orders pursuant to its investment determinations for with respect to the Series either directly Fund with brokers or dealers reasonably acceptable to the issuer Manager including its broker-dealer affiliate Scudxxx Xxxestor Services, Inc. or with any broker or dealersuccessor to it. In executing portfolio transactions and selecting brokers or dealers, the Sub- Sub-Adviser will use its best efforts to seek on behalf of the Series Fund the best overall terms available. In assessing the best overall terms available for to any transaction, the Sub-Adviser shall consider all factors that 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 commissionany commission or spread, if any, both the for the specific transaction and on a continuing basis. In evaluating the best overall terms available, and in selecting the broker-dealer to execute a particular transaction, the Sub-Adviser may also consider the brokerage and research services (as those terms are defined in Section 28(e) of the U.S. Securities Exchange Act of 1934) 1934 (as amended), provided with respect to the Series and Fund or other accounts over which the Sub-Adviser or an affiliate of the Sub-Adviser exercises investment discretion. The Sub-Adviser is authorized, subject to the prior approval of the Adviser Manager and the Fund's Board of DirectorsTrustees, to pay to a broker or dealer who provides such brokerage and research services a commission or spread for executing a portfolio transaction for any of with respect to the Series which Fund that is in excess of the amount of commission or spread another broker or dealer would have charged for effecting that transaction if, but only if, the Sub-Adviser determines in good faith that such commission or spread was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer as -- viewed in terms of that particular transaction or in terms of the overall responsibilities of the Sub-Adviser to the Series. In addition, the Sub-Adviser is authorized to take into account the sale of the Fund's shares in allocating purchase and sale orders for portfolio securities to brokers or dealers (including brokers and dealers that are affiliated with the Adviser, Sub-Adviser or the Fund's principal underwriter), provided that the Sub-Adviser believes that the quality of the execution and the commission are comparable to what they would be with other qualified firms. In no instance, however, instance will portfolio securities be purchased from or sold to the Adviser, Sub-AdviserManager, the Fund's principal underwriter or any affiliated person of any of the Fund, the Adviser, Sub-Adviser, or the principal underwriterProvident Distributors, Inc. (or any of its affiliates) acting as principal in the transactionor broker, except to the extent permitted by law. In executing portfolio transactions with respect to the Securities and Exchange Commission and other Fund, the Sub-Adviser may, but is not obligated to the extent permitted by applicable federal and state laws and regulations;, aggregate the securities to be sold or purchased with those of its other clients where such aggregation is not inconsistent with the policies set forth in the Fund's currently effective Prospectus. In such event the Sub-Adviser will allocate the securities so purchased or sold, and the expenses incurred in the transaction, in the manner it considers to be the most equitable and consistent with its fiduciary obligations to the Fund and such other clients. (fd) maintain historical tax lots for each portfolio security held by When the Series; (g) transmit trades Sub-Adviser makes investment recommendations with respect to the Fund's custodian , its investment advisory personnel will not inquire or take into consideration whether the issuers of securities proposed for proper settlement; andpurchase or sale for the account of the Fund are customers of its, or any of its affiliates' other departments. (he) prepare a quarterly broker security transaction summary Will treat confidentially and monthly security transaction listing as proprietary information of the Fund all records and other information relative to the Fund and prior or present Fund interest holders ("Investors") or those persons or entities who respond to inquiries concerning investment in the Fund and will not use such records and information for each Series.any purpose other than performance of its responsibilities and duties hereunder or under any other agreement with the Trust except after prior notification to an approval in writing by the 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. Nothing contained herein, however, shall prohibit the Sub-Adviser from advertising to or soliciting the public generally with respect

Other Covenants. The Sub-Adviser agrees that it willit: (a) will comply with all applicable rules and regulations of the Securities SEC and Exchange Commission will in performance of its duties as sub-investment adviser for the Series and, in addition, will addition conduct its activities under this Agreement in accordance with other applicable federal and state law; (b) review and analyze on a periodic basis the Series' portfolio holdings and transactions in order to determine their appropriateness in light of such Series' shareholder base; (c) provide, or cause to be provided, to the Board of Directors of the Fund such reports, statistical data and economic information as may be reasonably requested in connection with the Sub-Adviser's services hereunder; (d) 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; (e) will place orders pursuant to its investment determinations for the Series Portfolios either directly with the issuer or with any broker or dealer. In executing portfolio transactions and selecting brokers or dealers, the Sub- Adviser will use its best efforts to seek on behalf of the Series a Portfolio the best overall terms available. In assessing the best overall terms available for any transaction, the Sub-Adviser shall consider all factors that 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. In evaluating the best overall terms available, and in selecting the broker-dealer to execute a particular transaction, the Sub-Adviser may also consider the brokerage and research services (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934) provided to the Series and Portfolios and/or other accounts over which the Sub-Adviser or an affiliate of the Sub-Adviser exercises may exercise investment discretion. The Sub-Adviser is authorized, subject to the prior approval of the Adviser and later revocation by the Fund's ’s Board of Directors, to pay to a broker or dealer who provides such brokerage and research services a commission for executing a portfolio transaction for any of the Series Portfolios 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-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 as viewed in terms of that particular transaction or in terms of the overall responsibilities of the Sub-Adviser to the SeriesPortfolios. In addition, the Sub-Adviser is authorized to take into account the sale of the Fund's shares in allocating allocate purchase and sale orders for portfolio securities to brokers or dealers (including brokers and dealers that are affiliated with the Adviser, Sub-Adviser or the Fund's principal underwriter), provided that ’s placement agent if the Sub-Adviser believes that the quality of the execution transaction and the commission are comparable to what they would be with other qualified firms. In no instance, however, will portfolio any Portfolio’s securities be purchased from or sold to the Adviser, Subany sub-Adviseradviser engaged with respect to the Fund, the Fund's principal underwriter ’s placement agent, or any affiliated person of any of either the Fund, the Adviser, Suband sub-Adviser, adviser or the principal underwriterplacement agent, acting as principal in the transaction, except to the extent permitted by the Securities SEC and Exchange Commission and other applicable federal and state laws and regulations; (f) maintain historical tax lots for each portfolio security held by the Series; (g) transmit trades to the Fund's custodian for proper settlement; and (h) prepare a quarterly broker security transaction summary and monthly security transaction listing for each Series1940 Act.

Other Covenants. The Sub-Adviser agrees that it willit: (a) will comply with all applicable rules Rules and regulations Regulations of the Securities and Exchange Commission and will in performance of its duties as sub-investment adviser for the Series and, in addition, will addition conduct its activities under this Agreement in accordance with other applicable federal and state law; (b) review and analyze on a periodic basis the Series' portfolio holdings and transactions in order to determine their appropriateness in light of such Series' shareholder base; (c) provide, or cause to be provided, to the Board of Directors of the Fund such reports, statistical data and economic information as may be reasonably requested in connection with the Sub-Adviser's services hereunder; (d) 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; (ec) will place orders pursuant to its investment determinations for the Series Fund either directly with the issuer or with any broker or dealer. In executing portfolio transactions and selecting brokers or dealers, the Sub- Sub-Adviser will use its best efforts to seek on behalf of the Series Fund the best overall terms available. In assessing the best overall terms available for any transaction, the Sub-Adviser shall consider all factors that 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. In evaluating the best overall terms available, and in selecting the broker-dealer to execute a particular transaction, the Sub-Adviser may also consider the brokerage and research services (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934) provided to the Series and Fund or other accounts over which the Sub-Adviser or an affiliate of the Sub-Adviser exercises investment discretion. The Sub-Adviser is authorized, subject to the prior approval of the Adviser and the FundTrust's Board of DirectorsTrustees, to pay to a broker or dealer who provides such brokerage and research services a commission for executing a portfolio transaction for any of the Series Fund 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-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 as -- viewed in terms of that particular transaction or in terms of the overall responsibilities of the Sub-Adviser to the SeriesFund. In addition, the Sub-Adviser is authorized to take into account the sale of shares of the Fund's shares Trust in allocating purchase and sale orders for portfolio securities to brokers or dealers (including brokers and dealers that are affiliated with the Adviser, Sub-Adviser or the FundTrust's principal underwriter), provided that the Sub-Adviser believes that the quality of the execution transaction and the commission are comparable to what they would be with other qualified firms. In no instance, however, will portfolio securities be purchased from or sold to the Adviser, Sub-Adviser, the FundTrust's principal underwriter or any affiliated person of any of either the FundTrust, the Adviser, Sub-Adviser, or the principal underwriter, acting as principal in the transaction, except to the extent permitted by the Securities and Exchange Commission and other applicable federal and state laws and regulations; (f) maintain historical tax lots for each portfolio security held by the Series; (g) transmit trades to the Fund's custodian for proper settlementCommission; and (hd) prepare will maintain a quarterly broker security transaction summary policy and monthly security transaction listing practice of conducting its sub-investment advisory services hereunder independently of its, and any of its affiliates', commercial banking operations. When the Sub-Adviser makes investment recommendations for each Seriesthe Fund, its investment advisory personnel will not inquire or take into consideration whether the issuers of securities proposed for purchase or sale for the Fund's account are customers of its, or any of its affiliates', commercial department. In dealing with commercial customers, the commercial department of the SubAdviser, or any of its affiliates, will not inquire or take into consideration whether securities of those customers are held by the Fund.

Other Covenants. The Sub-Adviser agrees that it will: (a) comply with all applicable rules and regulations of the Securities and Exchange Commission in performance of its duties as sub-investment adviser for the Series and, in addition, will conduct its activities under this Agreement in accordance with other applicable federal and state law; (b) review and analyze on a periodic basis the Series' portfolio holdings and transactions in order to determine their appropriateness in light of such Series' shareholder base; (c) provide, or cause to be provided, to the Board of Directors Trustees of the Fund such reports, statistical data and economic information as may be reasonably requested in connection with the Sub-Adviser's services hereunder; (dc) 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; (ed) place orders pursuant to its investment determinations for the Series either directly with the issuer or with any broker or dealer. In executing portfolio transactions and selecting brokers or dealers, the Sub- Sub-Adviser will use 'its best efforts to seek on behalf of the Series the best overall terms available. In assessing the best overall terms available for any transaction, the Sub-Adviser shall consider all factors that 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. In evaluating the best overall terms available, and in selecting the broker-dealer to execute a particular transaction, the Sub-Adviser may also consider the brokerage and research services (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934) provided to the Series and other accounts over which the Sub-Adviser or an affiliate of the Sub-Adviser exercises investment discretion. The Sub-Adviser is authorized, subject to the prior approval of the Adviser and the Fund's Board of DirectorsTrustees, to pay to a broker or dealer who provides such brokerage and research services a commission for executing a portfolio transaction for any of the Series 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-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 as viewed in terms of that particular transaction or in terms of the overall responsibilities of the Sub-Adviser to the Series. In addition, the Sub-Adviser is authorized to take into account the sale of the Fund's shares in allocating purchase and sale orders for portfolio securities to brokers or dealers (including brokers and dealers that are affiliated with the Adviser, Sub-Adviser or the Fund's principal underwriter), provided that the Sub-Adviser believes that the quality of the execution and the commission are comparable to what they would be with other qualified firms. In no instance, however, will portfolio securities be purchased from or sold to the Adviser, Sub-Adviser, the Fund's principal underwriter or any affiliated person of any of the Fund, the Adviser, Sub-Adviser, or the principal underwriter, acting as principal in the transaction, except to the extent permitted by the Securities and Exchange Commission and other applicable federal and state laws and regulations; (fe) maintain historical tax lots for each portfolio security held by the Series; (gf) transmit trades to the Fund's custodian for proper settlement; and (hg) prepare a quarterly broker security transaction summary and monthly security transaction listing for each Series.

Other Covenants. The Sub-Investment Adviser agrees that it willit: (a) will comply with all applicable rules Rules and regulations Regulations of the Securities and Exchange Commission and will in performance of its duties as sub-investment adviser for the Series and, in addition, will addition conduct its activities under this Agreement in accordance with other applicable federal and state law; (b) review and analyze on a periodic basis the Series' portfolio holdings and transactions in order to determine their appropriateness in light of such Series' shareholder base; (c) provide, or cause to be provided, to the Board of Directors of the Fund such reports, statistical data and economic information as may be reasonably requested in connection with the Sub-Adviser's services hereunder; (d) 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; (ec) will place orders pursuant to its investment determinations for the Series Fund either directly with the issuer or with any broker or dealer. In executing portfolio transactions and selecting brokers or dealers, the Sub- Investment Adviser will use its best efforts to seek on behalf of the Series Fund the best overall terms available. In assessing the best overall terms available for any transaction, the Sub-Investment Adviser shall consider all factors that 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. In evaluating the best overall terms available, and in selecting the broker-dealer to execute a particular transaction, the Sub-Investment Adviser may also consider the brokerage and research services (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934) provided to the Series and Fund and/or other accounts over which the Sub-Investment Adviser or an affiliate of the Sub-Investment Adviser exercises investment discretion. The Sub-Investment Adviser is authorized, subject to the prior approval of the Adviser and the Fund's Portico Funds' Board of Directors, to pay to a broker or dealer who provides such brokerage and research services a commission for executing a portfolio transaction for any of the Series Fund 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-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 as - viewed in terms of that particular transaction or in terms of the overall responsibilities of the Sub-Investment Adviser to the SeriesFund. In addition, the Sub-Investment Adviser is authorized to take into account the sale of the Fund's shares of Portico Funds in allocating purchase and sale orders for portfolio securities to brokers or dealers (including brokers and dealers that are affiliated with the Adviser, Sub-Investment Adviser or the Fund's Portico Funds' principal underwriter), provided that the Sub-Investment Adviser believes that the quality of the execution transaction and the commission are comparable to what they would be with other qualified firms. In no instance, however, will portfolio securities be purchased from or sold to the Investment Adviser, Sub-AdviserPortico Funds' principal underwriter, the Fund's principal underwriter or any affiliated person of any of the Fundeither Portico Funds, the Adviser, Sub-Investment Adviser, or the principal underwriter, acting as principal in the transaction, except to the extent permitted by the Securities and Exchange Commission and other applicable federal and state laws and regulations; (f) maintain historical tax lots for each portfolio security held by the Series; (g) transmit trades to the Fund's custodian for proper settlementCommission; and (hd) prepare will maintain a quarterly broker security transaction summary policy and monthly security transaction listing practice of conducting its investment advisory services hereunder independently of the commercial banking operations of it and its affiliates. When the Investment Adviser makes investment recommendations for each Seriesthe Fund, its investment advisory personnel will not inquire or take into consideration whether the issuer of securities proposed for purchase or sale for the Fund's account are customers of the commercial department maintained by it or one of its affiliates. In dealing with commercial customers, the commercial departments of the Investment Adviser and its affiliates will not inquire or take into consideration whether securities of those customers are held by the Fund.

Other Covenants. The Sub-Adviser agrees that it willit: (a) will comply with all applicable rules Rules and regulations Regulations of the Securities and Exchange Commission and will in performance of its duties as sub-investment adviser for the Series and, in addition, will addition conduct its activities under this Agreement in accordance with other applicable federal and state law; (b) review and analyze on a periodic basis the Series' portfolio holdings and transactions in order to determine their appropriateness in light of such Series' shareholder base; (c) provide, or cause to be provided, to the Board of Directors of the Fund such reports, statistical data and economic information as may be reasonably requested in connection with the Sub-Adviser's services hereunder; (d) 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; (e) will place orders pursuant to its investment determinations for the Series either directly with the issuer or with any broker or dealer. In executing portfolio transactions and selecting brokers or dealers, the Sub- Adviser will use its best efforts to seek on behalf of the Series the best overall terms available. In assessing the best overall terms available for any transaction, the Sub-Adviser shall consider all factors that 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. In evaluating the best overall terms available, and in selecting the broker-dealer to execute a particular transaction, transaction the Sub-Adviser may also consider the brokerage and research services (as those terms are defined in Section 28(e28(3) of the Securities Exchange Act of 1934) provided to the Series and and/or other accounts over which the Sub-Adviser or an affiliate of the Sub-Adviser exercises may exercise investment discretion. The Sub-Adviser is authorized, subject to the prior approval of the Adviser and the Fund's Board of Directors, to pay to a broker or dealer who provides such brokerage and research services a commission for executing a portfolio transaction for any of the Series 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-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 as -- viewed in terms of that particular transaction or in terms of the overall responsibilities of the Sub-Adviser to the Series. In addition, the Sub-Adviser is if authorized to take into account the sale of the Fund's shares in allocating allocate purchase and sale orders for portfolio securities to brokers or dealers (including brokers and dealers that are affiliated with the Adviser, Sub-Adviser or the Fund's principal underwriter), provided that ) to take into account the Sub-sale of shares of the Fund if the Adviser believes that the quality of the execution transaction and the commission are comparable to what they would be with other qualified firms. In no instance, however, will portfolio any Series' securities be purchased from or sold to the Adviser, Subany sub-Adviseradviser engaged with respect to that Series, the Fund's principal underwriter underwriter, or any affiliated person of any of either the Fund, the Adviser, Suband sub-Adviser, adviser or the principal underwriter, acting as principal in the transaction, except to the extent permitted by the Securities and Exchange Commission and other applicable federal and state laws and regulations; (f) maintain historical tax lots for each portfolio security held by the Series; (g) transmit trades to the Fund's custodian for proper settlement; and (h) prepare a quarterly broker security transaction summary and monthly security transaction listing for each Series1940 Act.

Other Covenants. The Sub-Adviser agrees that it willit: (a) will comply with all applicable rules Rules and regulations Regulations of the Securities Commission and Exchange Commission will in performance of its duties as sub-investment adviser for the Series and, in addition, will addition conduct its activities under this Agreement in accordance with other applicable federal law, including but not limited to the 1940 Act and state lawthe Advisers Act; (b) review and analyze on a periodic basis the Series' portfolio holdings and transactions in order to determine their appropriateness in light of such Series' shareholder base; (c) provide, or cause to be provided, to the Board of Directors of the Fund such reports, statistical data and economic information as may be reasonably requested in connection with the Sub-Adviser's services hereunder; (d) 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; (ec) will not make loans to any person to purchase or carry Master Portfolio shares; (d) will place orders pursuant to its investment determinations for the Series Master Portfolios either directly with the issuer or with any broker or dealer. In Subject to the other provisions of this paragraph, in executing portfolio transactions and selecting brokers or dealers, the Sub- Adviser will use its best efforts to seek on behalf of the Series each Master Portfolio the best overall terms available. In assessing the best overall terms available for any transaction, the Sub-Adviser shall consider all factors that 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. In evaluating the best overall terms available, and in selecting the broker-/dealer to execute a particular transaction, the Sub-Adviser may also consider the brokerage and research services (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934, as amended) provided to the Series and Master Portfolio(s) and/or other accounts over which the Sub-Adviser or an affiliate of the Sub-Adviser exercises investment discretion. The Sub-Adviser is authorized, subject to the prior approval of the Adviser and the FundMaster Trust's Board of DirectorsTrustees, to pay to a broker or dealer who provides such brokerage and research services a commission for executing a portfolio transaction for any of the Series Master Portfolio 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-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 as dealer, viewed in terms of that particular transaction or in terms of the overall responsibilities of the Sub-Adviser to the Seriesparticular Master Portfolio and to Master Trust. In addition, the Sub-Adviser is authorized to take into account the sale of the Fund's shares of Master Trust in allocating purchase and sale orders for portfolio securities to brokers or dealers (including brokers and dealers that are affiliated with the Adviser, Sub-Adviser or the FundMaster Trust's principal underwriter), provided that the Sub-Adviser believes that the quality of the execution transaction and the commission are comparable to what they would be with other qualified firms. In no instance, however, will portfolio securities be purchased from or sold to the Adviser, Sub-Adviser, the Fund's principal underwriter or any affiliated person of any of the Fund, the Adviser, Sub-Adviser, or the principal underwriter, acting as principal in the transaction, except to the extent permitted by the Securities and Exchange Commission and other applicable federal and state laws and regulations; (f) maintain historical tax lots for each portfolio security held by the Series; (g) transmit trades to the Fund's custodian for proper settlement; and (h) prepare a quarterly broker security transaction summary and monthly security transaction listing for each Series.Adviser or

Other Covenants. The Sub-Adviser agrees that it willit: (a) comply will conform with all applicable rules and regulations of the U.S. Securities and Exchange Commission in performance of its duties as sub-investment adviser for the Series andand will, in addition, will conduct its activities under this Agreement in accordance with other applicable federal and state law; (b) review and analyze on a periodic basis the Series' portfolio holdings and transactions in order to determine their appropriateness in light of such Series' shareholder base; (c) provide, or cause to be provided, to the Board of Directors of the Fund such reports, statistical data and economic information as may be reasonably requested in connection with the Sub-Adviser's services hereunder; (d) will use the same skill and care in providing such services under this Agreement as it uses in providing services to fiduciary accounts other investment funds for which it has investment responsibilities; (ec) will place orders pursuant to its investment determinations for with respect to the Series either directly Fund with brokers or dealers reasonably acceptable to the issuer Manager [including its broker-dealer affiliate ___________________ or with any broker or dealer. successor to it.] In executing portfolio transactions and selecting brokers or dealers, the Sub- Sub-Adviser will use its best efforts to seek on behalf of the Series Fund the best overall terms available. In assessing the best overall terms available for any transaction, the Sub-Adviser shall consider all factors that 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 commissionany commission or spread, if any, both for the specific transaction and on a continuing basis. In evaluating the best overall terms available, and in selecting the broker-dealer to execute a particular transaction, the Sub-Adviser may also consider the brokerage and research services (as those terms are defined in Section 28(e) of the U.S. Securities Exchange Act of 1934, (as amended) provided with respect to the Series and Fund or other accounts over which the Sub-Adviser or an affiliate of the Sub-Adviser exercises investment discretion. The Sub-Adviser is authorized, subject to the prior approval of the Adviser Manager and the Fund's Board of Directors, Trustees to pay to a broker or dealer who provides such brokerage and research services a commission or spread for executing a portfolio transaction for any of with respect to the Series which Fund that is in excess of the amount of commission or spread another broker or dealer would have charged for effecting that transaction if, but only if, the Sub-Adviser determines in good faith that such commission or spread was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer as -- viewed in terms of that particular transaction or in terms of the overall responsibilities of the Sub-Adviser to the Series. In addition, the Sub-Adviser is authorized to take into account the sale of the Fund's shares in allocating purchase and sale orders for portfolio securities to brokers or dealers (including brokers and dealers that are affiliated with the Adviser, Sub-Adviser or the Fund's principal underwriter), provided that the Sub-Adviser believes that the quality of the execution and the commission are comparable to what they would be with other qualified firms. In no instance, however, instance will portfolio securities be purchased from or sold to the Adviser, Sub-AdviserManager, the Fund's principal underwriter or any affiliated person of any of the Fund, the Adviser, Sub-Adviser, or the principal underwriter, Concord Holding Corporation (or any of its affiliates) acting as principal in the transactionor broker, except to the extent permitted by law. In executing portfolio transactions with respect to the Securities and Exchange Commission and other Fund, the Sub-Adviser may, but is not obligated to the extent permitted by applicable federal and state laws and regulations; (f) maintain historical tax lots for each portfolio security held by , aggregate the Series; (g) transmit trades securities to be sold or purchased with those of its other clients where such aggregation is not inconsistent with the policies set forth in the Fund's custodian for proper settlement; and (h) prepare a quarterly broker security transaction summary and monthly security transaction listing for each Series.currently

Other Covenants. The Sub-Adviser agrees that it willit: (a) will comply with all applicable rules Rules and regulations Regulations of the Securities Commission and Exchange Commission will in performance of its duties as sub-investment adviser for the Series and, in addition, will addition conduct its activities under this Agreement in accordance with other applicable federal law, including but not limited to the 1940 Act and state lawthe Advisers Act; (b) review and analyze on a periodic basis the Series' portfolio holdings and transactions in order to determine their appropriateness in light of such Series' shareholder base; (c) provide, or cause to be provided, to the Board of Directors of the Fund such reports, statistical data and economic information as may be reasonably requested in connection with the Sub-Adviser's services hereunder; (d) 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; (ec) will not make loans to any person to purchase or carry Portfolio shares; (d) will place orders pursuant to its investment determinations for the Series Portfolios either directly with the issuer or with any broker or dealer. In Subject to the other provisions of this paragraph, in executing portfolio transactions and selecting brokers or dealers, the Sub- Adviser will use its best efforts to seek on behalf of the Series each Portfolio the best overall terms available. In assessing the best overall terms available for any transaction, the Sub-Adviser shall consider all factors that 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. In evaluating the best overall terms available, and in selecting the broker-/dealer to execute a particular transaction, the Sub-Adviser may also consider the brokerage and research services (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934, as amended) provided to the Series and Portfolio and/or other accounts over which the Sub-Adviser or an affiliate of the Sub-Adviser exercises investment discretion. The Sub-Adviser is authorized, subject to the prior approval of the Adviser and the FundTrust's Board of DirectorsTrustees, to pay to a broker or dealer who provides such brokerage and research services a commission for executing a portfolio transaction for any of the Series Portfolio 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-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 as dealer-viewed in terms of that particular transaction or in terms of the overall responsibilities of the Sub-Adviser to the Seriesparticular Portfolio and to the Trust. In addition, the Sub-Adviser is authorized to take into account the sale of shares of the Fund's shares Trust in allocating purchase and sale orders for portfolio securities to brokers or dealers (including brokers and dealers that are affiliated with the Adviser, Sub-Adviser or the FundTrust's principal underwriter), provided that the Sub-Adviser believes that the quality of the execution transaction and the commission are comparable to what they would be with other qualified firms. In no instance, however, will portfolio securities be purchased from or sold to the Adviser, Sub-Adviser, Adviser or the FundTrust's principal underwriter for the Portfolios or any an affiliated person of any of the Fund, the Adviser, Sub-Adviser, or the principal underwriter, either acting as principal in the transactionor broker, except to the extent as permitted by the Securities Commission or applicable law; (e) will maintain a policy and Exchange Commission and other applicable federal and state laws and regulations;practice of conducting its investment advisory services hereunder independently of the commercial banking operations of its affiliates. In making investment recommendations for a Portfolio, its investment advisory personnel will not inquire or take into consideration whether the issuer (or related supporting institution) of securities proposed for purchase or sale for the Portfolio's account are customers of the commercial departments of its affiliates. In dealing with commercial customers, such commercial departments will not inquire or take into consideration whether securities of those customers are held by the Portfolio; and (f) maintain historical tax lots will treat confidentially and as proprietary information of the Trust all records and other information relative to the Trust and prior, present or potential shareholders, and will not use such records and information for each portfolio security held any purpose other than performance of its responsibilities and duties hereunder (except after prior notification to and approval in writing by the Series; (g) transmit trades Trust, which approval shall not be unreasonably withheld and may not be withheld and will be deemed granted where the 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 Fund's custodian for proper settlement; and (h) prepare a quarterly broker security transaction summary and monthly security transaction listing for each SeriesTrust).

Other Covenants. The Sub-Investment Adviser agrees that it willit: (a) Will comply with all applicable rules Rules and regulations Regulations of the Securities and Exchange Commission in performance of its duties as sub-investment adviser for the Series and, in addition, and will conduct its activities under this Agreement in accordance with other applicable federal and state law; (b) review and analyze on a periodic basis the Series' portfolio holdings and transactions in order to determine their appropriateness in light of such Series' shareholder base; (c) provide, or cause to be provided, to the Board of Directors of the Fund such reports, statistical data and economic information as may be reasonably requested in connection with the Sub-Adviser's services hereunder; (d) 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;; and (ec) Will place orders pursuant to its investment determinations for the Series each Fund either directly with the issuer or with any broker or dealer. In executing portfolio transactions and selecting brokers or dealers, the Sub- Investment Adviser will use its best efforts to seek on behalf of the Series each Fund the best overall terms available. In assessing the best overall terms available for any transaction, the Sub-Investment Adviser shall consider all factors that 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. In evaluating the best overall terms available, and in selecting the broker-broker- dealer to execute a particular transaction, the Sub-Investment Adviser may also consider the brokerage and research services (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934) provided to the Series and each Fund and/or other accounts over which the Sub-Investment Adviser or an affiliate of the Sub-Investment Adviser exercises investment discretion. The Sub-Investment Adviser is authorized, subject to the prior approval of the Adviser and the Fund's Trust’s Board of DirectorsTrustees, to pay to a broker or dealer who provides such brokerage and research services a commission for executing a portfolio transaction for any of the Series each Fund 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-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 as -- viewed in terms of that particular transaction or in terms of the overall responsibilities of the Sub-Investment Adviser to the SeriesFund. In addition, the Sub-Investment Adviser is authorized to take into account the sale of the Fund's shares in allocating purchase and sale sales orders for portfolio securities to brokers or dealers (including brokers and dealers that are affiliated with the Adviser, Sub-Investment Adviser or the Fund's Trust’s principal underwriter), provided that ) to take into account the Sub-sale of shares of the Trust by the broker or dealer if the Investment Adviser believes that the quality of the execution transaction and the commission are comparable to what they would be with other qualified firms. In no instance, however, will portfolio securities be purchased from or sold to the Adviser, Sub-Investment Adviser, the Fund's Trust’s principal underwriter or any affiliated person of any of either the FundTrust, the Adviser, Sub-Adviser, Investment Adviser or the principal underwriter, acting as principal in the transaction, except to the extent permitted by the Securities and Exchange Commission and other applicable federal and state laws and regulations; (f) maintain historical tax lots for each portfolio security held by the Series; (g) transmit trades to the Fund's custodian for proper settlement; and (h) prepare a quarterly broker security transaction summary and monthly security transaction listing for each SeriesCommission.

Other Covenants. The Sub-Adviser agrees that it willit: (a) will comply with all applicable rules Rules and regulations Regulations of the U.S. Securities and Exchange Commission and will in performance of its duties as sub-investment adviser for the Series and, in addition, will addition conduct its activities under this Agreement in accordance with other applicable federal and state law; (b) review and analyze on a periodic basis will place or will direct the Series' portfolio holdings and transactions in order sub-advisers to determine their appropriateness in light of such Series' shareholder base; (c) provide, or cause to be provided, to the Board of Directors of the Fund such reports, statistical data and economic information as may be reasonably requested in connection with the Sub-Adviser's services hereunder; (d) 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; (e) place orders pursuant to its its/their investment determinations for the Series Fund(s) either directly with the issuer or with any broker or dealer. In executing portfolio transactions and selecting brokers or dealers, the Sub- Adviser will, or will direct the sub-advisers to use its its/their best efforts to seek on behalf of the Series a Fund the best overall terms available. In assessing the best overall terms available for any transaction, the SubAdviser (or any sub-Adviser adviser) shall consider all factors that 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. In evaluating the best overall terms available, and in selecting the broker-dealer to execute a particular transaction, transaction the SubAdviser (or any sub-Adviser adviser) may also consider the brokerage and research services (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934) provided to the Series and a Fund and/or other accounts over which the Sub-Adviser or an affiliate of the Sub-Adviser exercises may exercise investment discretion. The SubAdviser (or any sub-Adviser adviser) is authorized, subject to the prior approval of the Adviser and the FundTrust's Board of DirectorsTrustees, to pay to a broker or dealer who provides such brokerage and research services a commission for executing a portfolio transaction for any of the Series which Funds that is in excess of the amount of commission another broker or dealer would have charged for effecting that transaction if, but only if, the SubAdviser (or any sub-Adviser 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 as - - viewed in terms of that particular transaction or in terms of the overall responsibilities of the Sub-Adviser to the Series. In addition, the Sub-Adviser is authorized to take into account the sale of the a Fund's shares in allocating purchase and sale orders for portfolio securities to brokers or dealers (including brokers and dealers that are affiliated with the Adviser, Sub-Adviser or the Fund's principal underwriter), provided that the Sub-Adviser believes that the quality of the execution and the commission are comparable to what they would be with other qualified firms. In no instance, however, will portfolio any Fund's securities be purchased from or sold to the Adviser, Subany sub-Adviseradviser engaged with respect to that Fund, the FundTrust's principal underwriter underwriter, or any affiliated person of any of either the FundTrust, the Adviser, Suband sub-Adviser, adviser or the principal underwriter, acting as principal in the transaction, except to the extent permitted by the U.S. Securities and Exchange Commission and other applicable federal the 1940 Act. The Adviser (and state laws and regulations; (fany sub-adviser) maintain historical tax lots for each portfolio security held by the Series; (g) transmit trades is also authorized to the enter into brokerage/service arrangements with broker-dealers whereby certain broker-dealers agree to pay all or a portion of a Fund's custodian custodian, administrative, transfer agency, and/or other fees in exchange for proper settlement; and such Fund directing certain minimum brokerage amounts to such broker-dealer, if, and only if, the Adviser (hor any sub-adviser) prepare determines in good faith that such arrangement was reasonable - viewed in terms of that particular transaction or terms of the overall responsibilities of the Adviser (or sub-adviser) to a quarterly broker security transaction summary and monthly security transaction listing for each SeriesFund.

Other Covenants. The Sub-Adviser agrees that it willit: (a) will comply with all applicable rules Rules and regulations Regulations of the Securities and Exchange Commission and will in performance of its duties as sub-investment adviser for the Series and, in addition, will addition conduct its activities under this Agreement in accordance with other applicable federal and state law; (b) review and analyze on a periodic basis the Series' portfolio holdings and transactions in order to determine their appropriateness in light of such Series' shareholder base; (c) provide, or cause to be provided, to the Board of Directors of the Fund such reports, statistical data and economic information as may be reasonably requested in connection with the Sub-Adviser's services hereunder; (d) 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; (ec) will place orders pursuant to its investment determinations for the Series Fund either directly with the issuer or with any broker or dealer. In executing portfolio transactions and selecting brokers or dealers, the Sub- Adviser will use its best efforts to seek on behalf of the Series Fund the best overall terms available. In assessing the best overall terms available for any transaction, the Sub-Adviser shall consider all factors that 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. In evaluating the best overall terms available, and in selecting the broker-dealer to execute a particular transaction, the Sub-Sub- Adviser may also consider the brokerage and research services (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934) provided to the Series and Fund or other accounts over which the Sub-Adviser or an affiliate of the Sub-Adviser exercises investment discretion. The Sub-Adviser is authorized, subject to the prior approval of the Adviser and the FundTrust's Board of DirectorsTrustees, to pay to a broker or dealer who provides such brokerage and research services a commission for executing a portfolio transaction for any of the Series Fund 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-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 as -- viewed in terms of that particular transaction or in terms of the overall responsibilities of the Sub-Adviser to the SeriesFund. In addition, the Sub-Adviser is authorized to take into account the sale of shares of the Fund's shares Trust in allocating purchase and sale orders for portfolio securities to brokers or dealers (including brokers and dealers that are affiliated with the Adviser, Sub-Adviser or the FundTrust's principal underwriter), provided that the Sub-Adviser believes that the quality of the execution transaction and the commission are comparable to what they would be with other qualified firms. In no instance, however, will portfolio securities be purchased from or sold to the Adviser, Sub-Adviser, the FundTrust's principal underwriter or any affiliated person of any of either the FundTrust, the Adviser, Sub-Sub- Adviser, or the principal underwriter, acting as principal in the transaction, except to the extent permitted by the Securities and Exchange Commission and other applicable federal and state laws and regulations; (f) maintain historical tax lots for each portfolio security held by the Series; (g) transmit trades to the Fund's custodian for proper settlementCommission; and (hd) prepare will maintain a quarterly broker security transaction summary policy and monthly security transaction listing practice of conducting its sub- investment advisory services hereunder independently of its, and any of its affiliates', commercial banking operations. When the Sub-Adviser makes investment recommendations for each Seriesthe Fund, its investment advisory personnel will not inquire or take into consideration whether the issuers of securities proposed for purchase or sale for the Fund's account are customers of its, or any of its affiliates', commercial department. In dealing with commercial customers, the commercial department of the Sub-Adviser, or any of its affiliates, will not inquire or take into consideration whether securities of those customers are held by the Fund.

Other Covenants. The Sub-Adviser agrees that it willit: (a) will comply with all applicable rules Rules and regulations Regulations of the Securities and Exchange Commission and will in performance of its duties as sub-investment adviser for the Series and, in addition, will addition conduct its activities under this Agreement in accordance with other applicable federal and state law; (b) review and analyze on a periodic basis the Series' portfolio holdings and transactions in order to determine their appropriateness in light of such Series' shareholder base; (c) provide, or cause to be provided, to the Board of Directors of the Fund such reports, statistical data and economic information as may be reasonably requested in connection with the Sub-Adviser's services hereunder; (d) will use the same skill and care in providing such services as it uses in providing services to similar fiduciary accounts for which it has investment responsibilities; (c) will not make loans to any person to purchase or carry shares in the Fund or make interest-bearing loans to the Trust or the Fund; (d) will maintain a policy and practice of conducting its investment advisory services hereunder independently of the commercial banking operations of any affiliated person of the Adviser. In making investment recommendations for the Fund, the Sub-Adviser's personnel will not inquire or take into consideration whether the issuers (or related supporting institutions) of securities proposed for purchase or sale for the Fund's account are customers of the commercial department of any affiliated person of the Adviser; (e) in connection with its duties under paragraph 2 of this Agreement, will place orders pursuant to its investment determinations for the Series Fund either directly with the issuer or with any broker or dealer. In executing portfolio transactions and selecting brokers or dealersdealers for executing portfolio transactions, the Sub- Sub-Adviser will use its best efforts to seek on behalf of the Series Fund the best overall terms available. In assessing the best overall terms available for any transaction, transaction the Sub-Adviser shall consider all factors that 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. In evaluating the best overall terms available, and in selecting the broker-broker or dealer to execute a particular transaction, the Sub-Adviser may also consider the brokerage and research services (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934, as amended) provided to the Series and any fund and/or other accounts over which the Sub-Adviser or an any affiliate of the Sub-Adviser exercises investment discretion. The Sub-Adviser is authorized, subject to the prior approval of the Adviser and the Fund's Board of DirectorsBoard, to negotiate and pay to a broker or dealer who provides such brokerage and research services a commission for executing a portfolio transaction for any of the Series Fund 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-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 as viewed in terms of that particular transaction or in terms of the overall responsibilities of the Sub-Adviser with respect to the Seriesaccounts as to which it exercises investment discretion. In additionNotwithstanding the foregoing, no prior approval by the Board shall be required so long as the broker or dealer selected by the Sub-Adviser is authorized to take into account the sale of the Fund's shares in allocating purchase provides best price and sale orders for portfolio securities to brokers or dealers (including brokers and dealers that are affiliated with the Adviser, Sub-Adviser or the Fund's principal underwriter), provided that the Sub-Adviser believes that the quality of the execution and the commission are comparable to what they would be with other qualified firmson a particular transaction. In no instance, however, instance will portfolio Fund securities be purchased from or sold to the Adviser, any Sub-Adviser, the Fund's Professional Funds Distributors, LLC ("PFD") (or any other principal underwriter to the Trust) or any an affiliated person of any of either the FundTrust, the Adviser, Sub-Adviser, or the PFD (or such other principal underwriter) unless permitted by an order of the SEC or applicable rules. In executing portfolio transactions for the Fund, acting as principal in the transactionSub-Adviser may, except but shall not be obligated to, to the extent permitted by the Securities and Exchange Commission and other applicable federal and state laws and regulations;, aggregate the securities to be sold or purchased with those of 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-Adviser will allocate the securities so purchased or sold, and the expenses incurred in the transaction, in the manner it considers to be the most equitable and consistent with its fiduciary obligations to the Fund and such other clients; and (f) maintain historical tax lots will treat confidentially and as proprietary information of the Trust all records and other information relative to the Fund and prior, present or potential shareholders, and will not use such records and information for each portfolio security held any purpose other than performance of its responsibilities and duties hereunder (except after prior notification to and approval in writing by the Series; (g) transmit trades Trust, which approval shall not be unreasonably withheld and may not be withheld and will be deemed granted 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 Fund's custodian for proper settlement; and (h) prepare a quarterly broker security transaction summary and monthly security transaction listing for each SeriesTrust).

Other Covenants. The Sub-Adviser agrees that it will: (a) comply with all applicable rules and regulations of the Securities SEC and Exchange Commission will in performance of its duties as sub-investment adviser for the Series and, in addition, will addition conduct its activities under this Agreement in accordance with other applicable federal and state law;; and (b) review and analyze on a periodic basis the Series' portfolio holdings and transactions in order to determine their appropriateness in light of such Series' shareholder base; (c) provide, directly or cause to be provided, to the Board of Directors of the Fund such reports, statistical data and economic information as may be reasonably requested in connection with the Subindirectly through one or more sub-Adviser's services hereunder; (d) 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; (eadvisers) place orders pursuant to its investment determinations for the Series Portfolios either directly with the issuer of the security or with any broker or dealer. In executing portfolio Portfolio transactions and selecting brokers or dealers, the Sub- Adviser (directly or indirectly through one or more sub-advisers) will use its best efforts to seek on behalf of the Series Portfolio the best overall terms available. In assessing the best overall terms available for any transaction, the SubAdviser, and any sub-Adviser advisers, shall consider all factors that 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. In evaluating the best overall terms available, and in selecting the broker-dealer to execute a particular transaction, the SubAdviser and any sub-Adviser adviser may also consider the brokerage and research services (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934) provided to the Series and Portfolio and/or other accounts over which the Sub-Adviser or an affiliate of the Subsub-Adviser exercises adviser or their affiliates may exercise investment discretion. The Sub-Adviser is authorizedauthorized (and may authorize a sub-adviser), subject to the prior approval of the Adviser and the Fund's Board of Directors, to pay to a broker or dealer who provides such brokerage and research services a commission for executing a portfolio transaction for any of the Series Portfolios 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 SubAdviser or sub-Adviser 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 as -- viewed in terms of that particular transaction or in terms of the overall responsibilities of the SubAdviser or sub-Adviser adviser to the SeriesPortfolio. In addition, the Sub-Adviser is authorized (and may so authorize any sub-adviser) to take into account the sale of the Fund's shares in allocating allocate purchase and sale orders for portfolio Portfolio securities to brokers or dealers (including brokers and dealers that are affiliated with the Adviser, Sub-Adviser or sub-adviser) to take into account the Fund's principal underwriter), provided that sale of variable contracts investing through separate accounts in the SubFund if the Adviser or sub-Adviser adviser believes that the quality of the execution transaction and the commission are comparable to what they would be with other qualified firms. In no instance, however, will portfolio any Portfolio's securities be purchased from or sold to the Adviser, Sub-Adviser, the Fund's principal underwriter or any affiliated person of any of the Fund, the Adviser, Sub-Adviser, or the principal underwriter, acting as principal in the transaction, except to the extent permitted by the Securities and Exchange Commission and other applicable federal and state laws and regulations; (f) maintain historical tax lots for each portfolio security held by the Series; (g) transmit trades to the Fund's custodian for proper settlement; and (h) prepare a quarterly broker security transaction summary and monthly security transaction listing for each Series.sold

Other Covenants. The Sub-Adviser agrees that it willit: (a) comply will conform with all applicable rules and regulations of the U.S. Securities and Exchange Commission in performance of its duties as sub-investment adviser for the Series andand will, in addition, will conduct its activities under this Agreement in accordance with other applicable federal and state law; (b) review and analyze on a periodic basis the Series' portfolio holdings and transactions in order to determine their appropriateness in light of such Series' shareholder base; (c) provide, or cause to be provided, to the Board of Directors of the Fund such reports, statistical data and economic information as may be reasonably requested in connection with the Sub-Adviser's services hereunder; (d) will use the same skill and care in providing such services under this Agreement as it uses in providing services to fiduciary accounts other investment funds for which it has investment responsibilities; (ec) will place orders pursuant to its investment determinations for with respect to the Series either directly Fund with brokers or dealers reasonably acceptable to the issuer Manager including its broker-dealer affiliate Scudxxx Xxxestor Services, Inc or with any broker or dealersuccessor to it. In executing portfolio transactions and selecting brokers or dealers, the Sub- Sub-Adviser will use its best efforts to seek on behalf of the Series Fund the best overall terms available. In assessing the best overall terms available for any transaction, the Sub-Adviser shall consider all factors that 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 commissionany commission or spread, if any, both for the specific transaction and on a continuing basis. In evaluating the best overall terms available, and in selecting the broker-dealer to execute a particular transaction, the Sub-Adviser may also consider the brokerage and research services (as those terms are defined in Section 28(e) of the U.S. Securities Exchange Act of 1934, (as amended) provided with respect to the Series and Fund or other accounts over which the Sub-Adviser or an affiliate of the Sub-Adviser exercises investment discretion. The Sub-Adviser is authorized, subject to the prior approval of the Adviser Manager and the Fund's Board of Directors, Trustees to pay to a broker or dealer who provides such brokerage and research services a commission or spread for executing a portfolio transaction for any of with respect to the Series which Fund that is in excess of the amount of commission another broker or dealer would have charged for effecting that transaction if, but only if, commission (d) When the Sub-Adviser determines in good faith that such commission was reasonable in relation makes investment recommendations with respect to the value Fund, its investment advisory personnel will not inquire or take into consideration whether the issuers of securities proposed for purchase or sale for the account of the brokerage Fund are customers of its, or any of its affiliates' other departments. (e) will treat confidentially and research services provided by such broker or dealer as viewed in terms of that particular transaction or in terms proprietary information of the overall Fund all records and other information relative to the Fund and prior or present Fund interest holders ("Investors") or those persons or entities who respond to inquiries concerning investment in the Fund and will not use such records and information for any purpose other than performance of its responsibilities of and duties hereunder or under any other agreement with the Trust except after prior notification to an approval in writing by the 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 SeriesTrust. In additionNothing contained herein, however, shall prohibit the Sub-Adviser is authorized from advertising to take into account or soliciting the sale public generally with respect to other products or services, including, but not limited to, any advertising or marketing via radio, television, newspapers, magazines or direct mail solicitation, regardless of the Fund's shares in allocating purchase and sale orders for portfolio securities whether such advertisement or solicitation may coincidentally include prior or present Investors or those persons or entities who have responded to brokers or dealers (including brokers and dealers that are affiliated with the Adviser, Sub-Adviser or the Fund's principal underwriter), provided that the Sub-Adviser believes that the quality of the execution and the commission are comparable to what they would be with other qualified firms. In no instance, however, will portfolio securities be purchased from or sold to the Adviser, Sub-Adviser, the Fund's principal underwriter or any affiliated person of any of inquiries regarding the Fund, the Adviser, Sub-Adviser, or the principal underwriter, acting as principal in the transaction, except to the extent permitted by the Securities and Exchange Commission and other applicable federal and state laws and regulations;law. (f) maintain historical tax lots for each portfolio security held by will not purchase any securities from or sell any securities to or engage in any financial transactions with the Series; (g) transmit trades to the Fund's custodian for proper settlement; and (h) prepare a quarterly broker security transaction summary and monthly security transaction listing for each Series.Manager or any of its affiliates on

Other Covenants. The Sub-Adviser agrees that it will: (a) comply Comply with all applicable rules Rules and regulations Regulations of the Securities Commission and Exchange Commission will in performance of its duties as sub-investment adviser for the Series and, in addition, will addition conduct its activities under this Agreement in accordance with other applicable federal and state law; (b) review and analyze on a periodic basis the Series' portfolio holdings and transactions in order to determine their appropriateness in light of such Series' shareholder base; (c) provide, or cause to be provided, to the Board of Directors of the Fund such reports, statistical data and economic information as may be reasonably requested in connection with the Sub-Adviser's services hereunder; (d) use 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; c) The Sub-Adviser acknowledges that the Master Portfolios may engage in transactions with certain investment sub-advisers in the Columbia Funds Family (eand their affiliated persons) place in reliance on exemptions under Rule 10f-3, Rule 12d3-1, Rule 17a-10 and Rule 17e-1 under the 1940 Act. Accordingly, the Sub-Adviser hereby agrees that it will not consult with any other investment sub-adviser of a Columbia Fund in the Columbia Funds Family concerning transactions for a Master Portfolio in securities or other investments, other than for purposes of complying with the conditions of Rule 12d3-1(a) and (b). With respect to a Master Portfolio with one or more investment sub-advisers in addition to the Sub-Adviser, the Sub-Adviser shall be limited to providing investment advice only with respect to the portion of the Master Portfolio’s assets as the Adviser may determine from time to time, and shall not consult with any other investment sub-adviser to the Master Portfolio that is a principal underwriter or an affiliated person of a principal underwriter concerning transactions for the Master Portfolio in securities or other investments. d) Place orders pursuant to its investment determinations for the Series Master Portfolios either directly with the issuer or with any broker or dealer. In executing portfolio transactions and selecting brokers or dealers, the Sub- Sub-Adviser will use its best efforts to seek on behalf of the Series Master Portfolios the best overall terms available. In assessing the best overall terms available for any transaction, the Sub-Adviser shall consider all factors that 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. In evaluating the best overall terms available, and in selecting the broker-dealer to execute a particular transaction, the Sub-Adviser may also consider the brokerage and research services (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934) provided to the Series and Master Portfolios or other accounts over which the Sub-Adviser or an affiliate of the Sub-Adviser exercises investment discretion. The Sub-Adviser is authorizedTo the extent permitted by law, subject and consistent with its obligation to the prior approval of the Adviser and the Fund's Board of Directors, to pay to a broker or dealer who provides such brokerage and research services a commission for executing a portfolio transaction for any of the Series which is in excess of the amount of commission another broker or dealer would have charged for effecting that transaction if, but only ifseek best execution, the Sub-Adviser determines may, except where otherwise directed by the Trust’s Board of Trustees, execute transactions or pay a broker-dealer a commission or markup in excess of that which another broker-dealer might have charged for executing a transaction provided that the Sub-Adviser determines, in good faith faith, that such the execution is appropriate or the commission was or markup is reasonable in relation to the value of the brokerage and and/or research services provided by such broker or dealer as provided, viewed in terms of either that particular transaction or in terms of the overall responsibilities of the Sub-Adviser Adviser’s overall responsibilities with respect to the Serieseach Master Portfolio and other clients for which it acts as investment adviser. In addition, the Sub-Adviser is authorized to take into account the sale of shares of the Fund's shares Trust in allocating purchase and sale orders for portfolio securities to brokers or dealers (including brokers and dealers that are affiliated with the Adviser, Sub-Adviser or the Fund's Trust’s principal underwriter), provided that the Sub-Adviser believes that the quality of the execution transaction and the commission are comparable to what they would be with other qualified firms. In no instance, however, will portfolio securities be purchased from or sold to the Adviser, Sub-Adviser, the Fund's Trust’s principal underwriter or any affiliated person of any of either the FundTrust, the Adviser, Sub-Adviser, or the Trust’s principal underwriter, acting as principal in the transaction, except to the extent permitted by the Securities Commission; e) Treat confidentially and Exchange Commission as proprietary information of the Trust, all records and other applicable federal information relative to the Trust maintained by the Sub-Adviser, and state laws will not use such records and regulationsinformation for any purpose other than performance of its responsibilities and duties hereunder, except after prior notification to and approval in writing by the 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; (f) maintain historical tax lots Adhere to the policies and procedures of the Trust adopted on behalf of the Master Portfolios and delivered to the Sub-Adviser; and g) Maintain a policy and practice of conducting its sub-investment advisory services hereunder independently of its, and any of its affiliates’, commercial banking operations. When the Sub-Adviser makes investment recommendations for each portfolio security the Master Portfolios, its investment advisory personnel will not inquire or take into consideration whether the issuers of securities proposed for purchase or sale for the Master Portfolios’ accounts are customers of its, or any of its affiliates’, commercial department. In dealing with commercial customers, the commercial department of the Sub-Adviser, or any of its affiliates, will not inquire or take into consideration whether securities of those customers are held by the Series; (g) transmit trades to the Fund's custodian for proper settlement; and (h) prepare a quarterly broker security transaction summary and monthly security transaction listing for each SeriesMaster Portfolios.

Other Covenants. The Sub-Adviser agrees that it will:it: --------------- (a) will comply with all applicable rules Rules and regulations Regulations of the Securities Commission and Exchange Commission will in performance of its duties as sub-investment adviser for the Series and, in addition, will addition conduct its activities under this Agreement in accordance with other applicable federal law, including but not limited to the 1940 Act and state lawthe Advisers Act; (b) review and analyze on a periodic basis the Series' portfolio holdings and transactions in order to determine their appropriateness in light of such Series' shareholder base; (c) provide, or cause to be provided, to the Board of Directors of the Fund such reports, statistical data and economic information as may be reasonably requested in connection with the Sub-Adviser's services hereunder; (d) 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; (ec) will not make loans to any person to purchase or carry Fund shares; (d) will place orders pursuant to its investment determinations for the Series Funds either directly with the issuer or with any broker or dealer. In Subject to the other provisions of this paragraph, in executing portfolio transactions and selecting brokers or dealers, the Sub- Adviser will use its best efforts to seek on behalf of the Series each Fund the best overall terms available. In assessing the best overall terms available for any transaction, the Sub-Adviser shall consider all factors that 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. In evaluating the best overall terms available, and in selecting the broker-/dealer to execute a particular transaction, the Sub-Adviser may also consider the brokerage and research services (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934, as amended) provided to the Series and Fund and/or other accounts over which the Sub-Adviser or an affiliate of the Sub-Adviser exercises investment discretion. The Sub-Adviser is authorized, subject to the prior approval of the Adviser and the FundTrust's Board of DirectorsTrustees, to pay to a broker or dealer who provides such brokerage and research services a commission for executing a portfolio transaction for any of the Series Fund 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-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 as dealer-viewed in terms of that particular transaction or in terms of the overall responsibilities of the Sub-Adviser to the Seriesparticular Fund and to the Trust. In addition, the Sub-Adviser is authorized to take into account the sale of shares of the Fund's shares Trust in allocating purchase and sale orders for portfolio securities to brokers or dealers (including brokers and dealers that are affiliated with the Adviser, Sub-Adviser or the FundTrust's principal underwriter), provided that the Sub-Adviser believes that the quality of the execution transaction and the commission are comparable to what they would be with other qualified firms. In no instance, however, will portfolio securities be purchased from or sold to the AdviserAdviser or the Trust's principal underwriter for the Funds or an affiliated person of either acting as principal or broker, Sub-Adviserexcept as permitted by the Commission or applicable law; (e) will maintain a policy and practice of conducting its investment advisory services hereunder independently of the commercial banking operations of its affiliates. In making investment recommendations for a Fund, its investment advisory personnel will not inquire or take into consideration whether the issuer (or related supporting institution) of securities proposed for purchase or sale for the Fund's principal underwriter or any affiliated person of any account are customers of the Fundcommercial departments of its affiliates. In dealing with commercial customers, the Adviser, Sub-Adviser, such commercial departments will not inquire or the principal underwriter, acting as principal in the transaction, except to the extent permitted take into consideration whether securities of those customers are held by the Securities and Exchange Commission and other applicable federal and state laws and regulations;Fund; and (f) maintain historical tax lots will treat confidentially and as proprietary information of the Trust all records and other information relative to the Trust and prior, present or potential shareholders, and will not use such records and information for each portfolio security held any purpose other than performance of its responsibilities and duties hereunder (except after prior notification to and approval in writing by the Series; (g) transmit trades Trust, which approval shall not be unreasonably withheld and may not be withheld and will be deemed granted where the 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 Fund's custodian for proper settlement; and (h) prepare a quarterly broker security transaction summary and monthly security transaction listing for each SeriesTrust).

Other Covenants. The Sub-Adviser agrees that it willit: (a) will comply with all applicable rules Rules and regulations Regulations of the Securities and Exchange Commission and will in performance of its duties as sub-investment adviser for the Series and, in addition, will addition conduct its activities under this Agreement in accordance with other applicable federal and state lawlaws; (b) review and analyze on a periodic basis the Series' portfolio holdings and transactions in order to determine their appropriateness in light of such Series' shareholder base; (c) provide, or cause to be provided, to the Board of Directors of the Fund such reports, statistical data and economic information as may be reasonably requested in connection with the Sub-Adviser's services hereunder; (d) 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; (e) will place orders pursuant to its investment determinations for the Series Portfolios either directly with the issuer or with any broker or dealer. In executing portfolio Portfolio transactions and selecting brokers or dealers, the Sub- Adviser will use its best efforts to seek on behalf of the Series Portfolio the best overall terms available. In assessing the best overall terms available for any transaction, the Sub-Adviser shall consider all factors that 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. In evaluating the best overall terms available, and in selecting the broker-dealer to execute a particular transaction, transaction the Sub-Adviser may also consider the brokerage and research services (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934) provided to the Series and Portfolio and/or other accounts over which the Sub-Adviser or an affiliate of the Sub-Adviser exercises may exercise investment discretion. The Sub-Adviser is authorized, subject to the prior approval of the Adviser and the FundTrust's Board of DirectorsTrustees, to pay to a broker or dealer who provides such brokerage and research services a commission for executing a portfolio transaction for any of the Series Portfolios 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-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 as - - viewed in terms of that particular transaction or in terms of the overall responsibilities of the Sub-Adviser to the SeriesPortfolio. In addition, the Sub-Adviser is authorized to take into account the sale of the Fund's shares in allocating allocate purchase and sale orders for portfolio securities to brokers or dealers (including brokers and dealers that are affiliated with the Adviser, Sub-Adviser or the FundTrust's principal underwriter), provided that ) to take into account the Sub-sale of shares of the Trust if the Adviser believes that the quality of the execution transaction and the commission are comparable to what they would be with other qualified firms. In no instance, however, will portfolio any Portfolio's securities be purchased from or sold to the Adviser, Subany sub-Adviseradviser engaged with respect to that Portfolio, the FundTrust's principal underwriter underwriter, or any affiliated person of any of either the FundTrust, the Adviser, Suband sub-Adviser, adviser or the principal underwriter, acting as principal in the transaction, except to the extent permitted by the Securities and Exchange Commission and other applicable federal and state laws and regulations; (f) maintain historical tax lots for each portfolio security held by the Series; (g) transmit trades to the Fund's custodian for proper settlement; and (h) prepare a quarterly broker security transaction summary and monthly security transaction listing for each Series1940 Act.

Other Covenants. The Sub-Adviser agrees that it willit: (a) will comply with all applicable rules and regulations of the Securities SEC and Exchange Commission will in performance of its duties as sub-investment adviser for the Series and, in addition, will addition conduct its activities under this Agreement in accordance with other applicable federal and state law; (b) review and analyze on a periodic basis the Series' portfolio holdings and transactions in order to determine their appropriateness in light of such Series' shareholder base; (c) provide, or cause to be provided, to the Board of Directors of the Fund such reports, statistical data and economic information as may be reasonably requested in connection with the Sub-Adviser's services hereunder; (d) 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; (e) will place orders pursuant to its investment determinations for the Series Fund either directly with the issuer or with any broker or dealer. In executing portfolio transactions and selecting brokers or dealers, the Sub- Adviser will use its best efforts to seek on behalf of the Series Fund the best overall terms available. In assessing the best overall terms available for any transaction, the Sub-Adviser shall consider all factors that 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. In evaluating the best overall terms available, and in selecting the broker-dealer to execute a particular transaction, the Sub-Adviser may also consider the brokerage and research services (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934) provided to the Series and Fund and/or other accounts over which the Sub-Adviser or an affiliate of the Sub-Adviser exercises may exercise investment discretion. The Sub-Adviser is authorized, subject to the prior approval of the Adviser and later revocation by the Fund's ’s Board of Directors, to pay to a broker or dealer who provides such brokerage and research services a commission for executing a portfolio transaction for any of the Series Fund 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-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 as viewed in terms of that particular transaction or in terms of the overall responsibilities of the Sub-Adviser to the SeriesFund. In addition, the Sub-Adviser is authorized to take into account the sale of the Fund's shares in allocating allocate purchase and sale orders for portfolio securities to brokers or dealers (including brokers and dealers that are affiliated with the Adviser, Sub-Adviser or the Fund's ’s principal underwriter), provided that underwriter if the Sub-Adviser believes that the quality of the execution transaction and the commission are comparable to what they would be with other qualified firms. In no instance, however, will portfolio the Fund’s securities be purchased from or sold to the Adviser, Subany sub-Adviseradviser engaged with respect to the Fund, the Fund's ’s principal underwriter underwriter, or any affiliated person of any of either the Fund, the Adviser, Suband sub-Adviser, adviser or the principal underwriter, acting as principal in the transaction, except to the extent permitted by the Securities SEC and Exchange Commission and other applicable federal and state laws and regulations; (f) maintain historical tax lots for each portfolio security held by the Series; (g) transmit trades to the Fund's custodian for proper settlement; and (h) prepare a quarterly broker security transaction summary and monthly security transaction listing for each Series1940 Act.

Other Covenants. The Sub-Adviser agrees that it willit: (a) will comply with all applicable rules Rules and regulations Regulations of the Securities and Exchange Commission and will in performance of its duties as sub-investment adviser for the Series and, in addition, will addition conduct its activities under this Agreement in accordance with other applicable federal and state law; (b) review and analyze on a periodic basis the Series' portfolio holdings and transactions in order to determine their appropriateness in light of such Series' shareholder base; (c) provide, or cause to be provided, to the Board of Directors of the Fund such reports, statistical data and economic information as may be reasonably requested in connection with the Sub-Adviser's services hereunder; (d) 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; (e) will place orders pursuant to its investment determinations for the Series Funds either directly with the issuer or with any broker or dealer. In executing portfolio Fund transactions and selecting brokers or dealers, the Sub- Adviser will use its best efforts to seek on behalf of the Series Fund the best overall terms available. In assessing the best overall terms available for any transaction, the Sub-Adviser shall consider all factors that 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. In evaluating the best overall terms available, and in selecting the broker-dealer to execute a particular transaction, transaction the Sub-Adviser may also consider the brokerage and research services (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934) provided to the Series and Fund and/or other accounts over which the Sub-Adviser or an affiliate of the Sub-Adviser exercises may exercise investment discretion. The Sub-Adviser is authorized, subject to the prior approval of the Adviser and the FundTrust's Board of DirectorsTrustees, to pay to a broker or dealer who provides such brokerage and research services a commission for executing a portfolio Fund transaction for any of the Series 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-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 as - - viewed in terms of that particular transaction or in terms of the overall responsibilities of the Sub-Adviser to the SeriesFund. In addition, the Sub-Adviser is authorized to take into account the sale of the Fund's shares in allocating allocate purchase and sale orders for portfolio Fund securities to brokers or dealers (including brokers and dealers that are affiliated with the Adviser, Sub-Adviser or the FundTrust's principal underwriter), provided that ) to take into account the Sub-sale of shares of the Trust if the Adviser believes that the quality of the execution transaction and the commission are comparable to what they would be with other qualified firms. In no instance, however, will portfolio any Fund's securities be purchased from or sold to the Adviser, Subany sub-Adviseradviser engaged with respect to that Fund, the FundTrust's principal underwriter underwriter, or any affiliated person of any of either the FundTrust, the Adviser, Suband sub-Adviser, adviser or the principal underwriter, acting as principal in the transaction, except to the extent permitted by the Securities and Exchange Commission and other applicable federal and state laws and regulations; (f) maintain historical tax lots for each portfolio security held by the Series; (g) transmit trades to the Fund's custodian for proper settlement; and (h) prepare a quarterly broker security transaction summary and monthly security transaction listing for each Series1940 Act.