Common use of Portfolio Management Duties Clause in Contracts

Portfolio Management Duties. (a) Subject to the supervision of the Manager and the Trust’s Board of Trustees, the Adviser will (i) manage the portion of the Portfolio’s assets allocated to the Adviser by the Manager and subject to the review of the Board of Trustees (“Allocated Assets”) in accordance with the Portfolio’s investment objectives, policies and limitations as stated in the Trust’s Prospectus and Statement of Additional Information; (ii) make investment decisions with respect to Allocated Assets; (iii) place orders to purchase and sell securities and, where appropriate, commodity futures contracts and options of any type with respect to Allocated Assets; and (iv) vote proxies if such responsibility is delegated to the Adviser by the Board of Trustees. (b) The Adviser will keep the Trust and the Manager informed of developments materially affecting the Portfolio and shall, on the Adviser’s own initiative, furnish to the Trust and the Manager from time to time whatever information the Adviser believes appropriate for this purpose. (c) The Adviser agrees that, with respect to the management of the Allocated Assets, it will comply with applicable provisions of the Investment Company Act of 1940, as amended (the “Act”), and all rules and regulations thereunder, all applicable federal and state laws and regulations and with any applicable procedures adopted by the Trust’s Board of Trustees, provided in writing to the Adviser. When engaging in transactions in securities or other assets for the Portfolio with any adviser to any other fund or portfolio under common control with the Portfolio, including any adviser that is a principal underwriter or an “affiliated person” (as defined in the Act) of a principal underwriter in connection with such transactions, the Adviser or any of its “affiliated persons” will not consult (other than for purposes of complying with Rule 12d3-1(a) and (b)) with such other adviser. (d) The Manager will provide to the Adviser at the end of each calendar month a list (the “Monthly List”) of the securities comprising the Allocated Assets as of such month end. The Adviser agrees that it will review the Monthly List and promptly alert the Manager’s controller, by facsimile at (000) 000-0000 or such other means as they may agree, as to any discrepancies between the Adviser’s records of such holdings and the Monthly List. Upon the specific request of the Manager, the Adviser shall provide to the Manager the Adviser’s opinion as to the value of a security included in the Allocated Assets in order to assist the Manager, or the Trust’s Board of Trustees, as the case may be, in determining the value of such security.

Portfolio Management Duties. Subject to the overall supervision of the Trustees of the Trust and the Manager, the Portfolio Manager is hereby granted full responsibility and discretion, with respect to such portion of the Fund's assets as shall be allocated to it by the Manager for management pursuant to this Agreement from time to time (the "Assets"), for (a) Subject to the supervision management of the Manager and the Trust’s Board of Trustees, the Adviser will (i) manage the portion of the Portfolio’s assets allocated to the Adviser by the Manager and subject to the review of the Board of Trustees (“Allocated Assets”) Assets in accordance with the Portfolio’s Fund's investment objectives, policies and limitations as stated in the Trust’s Prospectus its prospectus and Statement of Additional InformationInformation included as part of the Trust's registration statement filed with the Securities and Exchange Commission ("SEC"), as they may be amended from time to time ("Registration Statement"), copies of which shall be provided to the Portfolio Manager by the Manager; and (iib) make investment decisions with respect to Allocated Assets; (iii) place the placement of orders to purchase and sell securities andfor the Fund. At the request of the Trustees or the Manager, where appropriate, commodity futures contracts and options of any type with respect the Portfolio Manager shall report to Allocated Assets; and (iv) vote proxies if such responsibility is delegated to the Adviser by the Board of Trustees. (b) The Adviser will keep Trustees of the Trust or Manager regularly at such times and in such detail as the Board or Manager informed of developments materially affecting the Portfolio and shall, on the Adviser’s own initiative, furnish to the Trust and the Manager may from time to time whatever information determine to be appropriate,. The Manager has herewith furnished the Adviser believes appropriate for Portfolio Manager copies of the Fund's current Prospectus, Statement of Additional Information, Declaration and Bylaws and agrees during the continuance of this purpose. (c) Agreement to furnish the Portfolio Manager copies of any amendments or supplements thereto before or at the time the amendments or supplements become effective. The Adviser Portfolio Manager will be entitled to rely on all such documents furnished to it by the Manager or the Trust. The Portfolio Manager further agrees that, with respect to the management of the Allocated Assetsin performing its duties hereunder, it will will: (a) comply with applicable provisions of the Investment Company 1940 Act of 1940, as amended (the “Act”), and all rules and regulations thereunder, the Advisers Act, the Internal Revenue Code (the "Code") and all other applicable federal and state laws and regulations regulations, and with any applicable procedures adopted by the Trust’s Board Trustees; (b) use reasonable efforts to manage the Assets, and to coordinate its activities with the Manager and any other portfolio manager of Trusteesthe Fund, provided so that the Fund will qualify, and continue to qualify, as a regulated investment company under Subchapter M of the Code and regulations issued thereunder; (c) place orders for the investment of the Assets directly with the issuer, or with any broker or dealer, in writing accordance with applicable policies expressed in the prospectus and/or Statement of Additional Information with respect to the AdviserFund and in accordance with applicable legal requirements. When engaging Specifically, in executing portfolio transactions and selecting broker-dealers, the Portfolio Manager will use its best efforts to seek best execution on behalf of each Fund. In assessing the best execution available for any transaction, the Portfolio Manager shall consider all factors it deems relevant, including the breadth of the market in securities the security, the price of the security, the financial condition and execution capability of the broker-dealer, the reasonableness of the commission, if any (all for the specific transaction and on a continuing basis). In evaluating the best execution available, and in selecting the broker-dealer to execute a particular transaction, the Portfolio Manager may also consider the brokerage and research services (as those terms are used in Section 28(e) of the Securities and Exchange Act of 1934) provided to a Fund and /or other accounts over which the Portfolio Manager or an affiliate of the Portfolio Manager exercises investment discretion. The Portfolio Manager is authorized to pay a broker-dealer who provides such brokerage and research services a commission for executing a portfolio transaction for a Fund which is in excess of the amount of commissions another broker-dealer would have charged for effecting that transaction if, but only if, the Porfolio 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-dealer viewed in terms of that particular transaction or in terms of all of the accounts over which investment discretion is so excercised; (d) furnish to the Trust, the Manager and any other portfolio manager whatever statistical information the Trust , the Manager or such other portfolio manager may reasonably request with respect to the Assets or contemplated investments; keep the Manager and the Trustees and, as appropriate, other portfolio managers informed of developments materially affecting the Fund's portfolio; and, on the Portfolio Manager's own initiative, furnish to the Trust, the Manager or other assets portfolio manager from time to time whatever information the Portfolio Manager believes appropriate for this purpose. Subject to the Portfolio Manager's obligation to seek best execution on behalf of each Fund, the Portfolio Manager is authorized to place transactions with Xxxxxxx X. Xxxxxxxxx & Co., LLC ("SCB LLC"), an affiliate of the Portfolio Manager, or any other broker-dealer deemed to be an affiliate of the Portfolio Manager (together with SCB LLC, the "Affiliated Broker-Dealers") so long as such transactions are effected in conformity with applicable law. In all such dealings, the Affiliated Broker-Dealers shall be authorized and entitled to retain any commissions, remuneration or profits which may be made in such transactions and shall not be liable to account for the same to the Manager, The Trust or any Fund. The Affiliated Broker-Dealers are also authorized to execute agency cross transactions (the "Agency Cross Transactions") on behalf of each Fund. Agency Cross Transactions are transactions which may be effected by the Affiliated Broker-Dealers acting for both the Fund and the counterparty to the transaction. Agency Cross Transactions enable the Portfolio Manager to aggregate purchases or sales of securities for the Fund at a set price and possibly to avoid an unfavorable price movement that may be created by placing such purchase or sale order into the market. As such, the Portfolio Manger believes that Agency Cross Transactions can provide meaningful benefits for each Fund and its clients generally. The Manager should be aware, however, that in an Agency Cross Transaction an Affiliated Broker-dealer will be receiving commissions from both sides of the trade and, therefore, there is potentially a conflicting division of loyalties and responsibilities. The authorization in this paragraph and the preceding paragraph is terminable, without penalty, by the Trust or the Manager by forwarding to the Portfolio Manager a written notice of termination of authorization. (e) make available to the Trust's administrator (the "Administrator"), the Trust or the Manager, promptly upon their request, such copies of its investment records and ledgers with any adviser respect to any other fund the Fund as may be required to assist the Administrator, the Trust and the Manager in their compliance with applicable laws and regulations. The Portfolio Manager will furnish the Trustees or portfolio under common control the Manager with such periodic and special reports regarding the Portfolio, including any adviser that is a principal underwriter Fund as the Trustees or an “affiliated person” the Manager may reasonably request; (as defined f) immediately notify the Trust and the Manager in the Act) of a principal underwriter in connection with such transactions, event that the Adviser Portfolio Manager or any of its “affiliated persons” will not consult (other than for purposes of complying with Rule 12d3-1(a) and (b)) with such other adviser.affiliates: (d1) becomes aware that it is subject to a statutory disqualification that prevents the Portfolio Manager from serving as a portfolio manager pursuant to this Agreement; or (2) becomes aware that it is the subject of an administrative proceeding or enforcement action by the SEC or other regulatory authority. The Portfolio Manager will provide further agrees to notify the Trust and the Manager immediately of any material fact known to the Adviser at Portfolio Manager respecting or relating to the end Portfolio Manager that is not contained in the Trust's Registration Statement regarding the Fund, or any amendment or supplement thereto, but that is required to be disclosed therein, and of each calendar month a list any statement contained therein that becomes untrue in any material respect; (g) in making investment decisions with respect to the “Monthly List”) Assets, use no material non-public information that may be in its possession or in the possession of any of its affiliates, nor will the securities comprising Portfolio Manager seek to obtain any such information. Except as otherwise provided in this Agreement, the Allocated Assets as of Portfolio Manager shall not be responsible hereunder for compliance monitoring, reporting or testing or for preparing or maintaining books and records for the Fund or otherwise providing accounting services to the Fund and such month endservices shall be provided by others retained by the Fund. The Adviser agrees that it will review the Monthly List Portfolio Manager shall have access to such reports and promptly alert the Manager’s controller, by facsimile at (000) 000-0000 or such other means as they may agree, as to any discrepancies between the Adviser’s records of such holdings and the Monthly List. Upon the specific request of the Manager, the Adviser shall provide to the Manager the Adviser’s opinion as to the value of a security included in the Allocated Assets in order to assist the Manager, or the Trust’s Board of Trustees, as the case may be, it in determining the value of such securityperforming its services hereunder.

Portfolio Management Duties. (a) Subject to the supervision of the Manager and the Trust’s 's Board of Trustees, the Adviser will (i) manage the portion of the Portfolio’s 's assets allocated to the Adviser by the Manager and subject to the review of the Board of Trustees (“"Allocated Assets”") in accordance with the Portfolio’s 's investment objectives, policies and limitations as stated in the Trust’s 's Prospectus and Statement of Additional Information, as provided by the Manager; (ii) make investment decisions with respect to Allocated Assets; and (iii) place orders to purchase and sell securities and, where appropriate, commodity futures contracts and options of any type with respect to Allocated Assets; and (iv) vote proxies if such responsibility is delegated to the Adviser by the Board of Trustees. (b) The Adviser will keep the Trust and the Manager informed of developments materially affecting the Portfolio and shall, on the Adviser’s 's own initiative, furnish to the Trust and the Manager from time to time whatever information the Adviser believes appropriate for this purpose. (c) The Adviser agrees that, with respect to the management of the Allocated Assets, it will comply with applicable provisions of the Investment Company Act of 1940, as amended (the “"Act”"), and all rules and regulations thereunder, all applicable federal and state laws and regulations and with any applicable procedures adopted by the Trust’s 's Board of Trustees, provided in writing or such other means as they may agree, to the Adviser. When engaging in transactions in securities or other assets for the Portfolio with any adviser to any other fund or portfolio under common control with the Portfolio, including any adviser that is a principal underwriter or an “affiliated person” (as defined in the Act) of a principal underwriter in connection with such transactions, the Adviser or any of its “affiliated persons” will not consult (other than for purposes of complying with Rule 12d3-1(a) and (b)) with such other adviser. (d) The Manager will provide to the Adviser at the end of each calendar month a list (the “"Monthly List”") of the securities comprising the Allocated Assets as of such month end. The Adviser agrees that it will review the Monthly List and promptly alert the Manager’s 's controller, by facsimile at (000) 000-0000 or such other means as they may agree, as to any discrepancies between the Adviser’s 's records of such holdings and the Monthly List. Upon the specific request of the Manager, the Adviser shall provide to the Manager the Adviser’s 's opinion as to the value of a security included in the Allocated Assets in order to assist the Manager, or the Trust’s 's Board of Trustees, as the case may be, in determining the value of such security.

Portfolio Management Duties. Subject to the overall supervision of the Trustees of the Trust and the Manager, the Adviser is hereby granted full responsibility and discretion, with respect to such portion of the assets of the Fund(s) as shall be allocated to it by the Manager for management pursuant to this Agreement from time to time (the "Assets"), for (a) Subject to the supervision management of the Manager and the Trust’s Board of Trustees, the Adviser will (i) manage the portion of the Portfolio’s assets allocated to the Adviser by the Manager and subject to the review of the Board of Trustees (“Allocated Assets”) Assets in accordance with the Portfolio’s Fund's investment objectives, policies and limitations as stated in the Trust’s Prospectus its prospectus and Statement of Additional InformationInformation included as part of the Trust's registration statement filed with the Securities and Exchange Commission ("SEC"), as they may be amended from time to time ("Registration Statement"), copies of which shall be provided to the Adviser by the Manager; and (iib) make investment decisions with respect to Allocated Assets; (iii) place the placement of orders to purchase and sell securities andfor the Fund. At the request of the Trustees or the Manager, where appropriate, commodity futures contracts and options of any type with respect to Allocated Assets; and (iv) vote proxies if such responsibility is delegated to the Adviser by shall report to the Board of Trustees of the Trust or Manager regularly at such times and in such detail as the Board or Manager may from time to time determine to be appropriate. The Manager has herewith furnished the Adviser copies of the Fund's current Prospectus, Statement of Additional Information, Declaration and Bylaws and agrees during the continuance of this Agreement to furnish the Adviser copies of any amendments or supplements thereto before or at the time the amendments or supplements become effective. The Adviser will be entitled to rely on all such documents furnished to it by the Manager or the Trust. The Adviser further agrees that, in performing its duties hereunder, it will: (a) comply with the 1940 Act and all rules and regulations thereunder, the Advisers Act, the Internal Revenue Code (the "Code") and all other applicable federal and state laws and regulations, and with any applicable procedures adopted by the Trustees.; (b) use reasonable efforts to manage the Assets, and to coordinate its activities with the Manager and any other adviser of the applicable Fund, so that the Fund will qualify, and continue to qualify, as a regulated investment company under Subchapter M of the Code and regulations issued thereunder; (c) place orders for the investment of the Assets directly with the issuer, or with any broker or dealer, in accordance with applicable policies expressed in the prospectus and/or Statement of Additional Information with respect to the Fund and in accordance with applicable legal requirements. Specifically, in executing portfolio transactions and selecting broker-dealers, the Adviser will use its best efforts to seek best execution on behalf of each Fund. In assessing the best execution available for any transaction, the Adviser shall consider all factors it deems relevant, including the breadth of the market in the security, the price of the security, the financial condition and execution capability of the broker-dealer, the reasonableness of the commission, if any (all for the specific transaction and on a continuing basis). In evaluating the best execution available, and in selecting the broker-dealer to execute a particular transaction, the Adviser may also consider the brokerage and research services (as those terms are used in Section 28(e) of the Securities and Exchange Act of 1934) provided to a Fund and /or other accounts over which the Adviser or an affiliate of the Adviser exercises investment discretion. The Adviser will is authorized to pay a broker-dealer who provides such brokerage and research services a commission for executing a portfolio transaction for a Fund which is in excess of the amount of commissions another broker-dealer would have charged for effecting that transaction if, but only if, the 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-dealer viewed in terms of that particular transaction or in terms of all of the accounts over which investment discretion is so exercised. Provided the investment objectives of the Fund and applicable law are adhered to, the Adviser may aggregate sale and purchase orders of securities and other investments held in the Fund with similar orders being made simultaneously for other accounts managed by the Adviser or with accounts of affiliates of the Adviser, if in the Adviser's reasonable judgment such aggregation shall result in an overall economic benefit to the Fund, taking into consideration an advantageous selling or purchase price, brokerage commissions and other expenses, and beneficial timing of transactions, or a combination of these and other factors; (d) furnish to the Trust, the Manager and any other portfolio manager whatever statistical information the Trust , the Manager or such other portfolio manager may reasonably request with respect to the Assets or contemplated investments; keep the Trust Manager and the Manager Trustees and, as appropriate, other portfolio managers informed of developments materially affecting the Portfolio and shallFund's portfolio; and, on the Adviser’s 's own initiative, furnish to the Trust and Trust, the Manager or other portfolio manager from time to time whatever information the Adviser believes appropriate for this purpose.; (ce) The Adviser agrees thatmake available to the Trust's administrator (the "Administrator"), the Trust or the Manager, promptly upon their request, such copies of its investment records and ledgers with respect to the management of Fund as may be required to assist the Allocated AssetsAdministrator, it will comply the Trust or the Manager in their compliance with applicable provisions of the Investment Company Act of 1940, as amended (the “Act”), and all rules and regulations thereunder, all applicable federal and state laws and regulations regulations. The Adviser will furnish the Trustees or the Manager with such periodic and with any applicable procedures adopted by special reports regarding the Trust’s Board of Trustees, provided in writing to Fund as the Adviser. When engaging in transactions in securities Trustees or other assets for the Portfolio with any adviser to any other fund or portfolio under common control with Manager may reasonably request; (f) immediately notify the Portfolio, including any adviser that is a principal underwriter or an “affiliated person” (as defined Trust and the Manager in the Act) of a principal underwriter in connection with such transactions, event that the Adviser or any of its “affiliated persons” will not consult their affiliates: (1) becomes aware that it is subject to a statutory disqualification that prevents the PIMCO or the Portfolio Manager from serving as a subadviser pursuant to this Agreement; or (2) becomes aware that it is the subject of an administrative proceeding or enforcement action by the SEC or other than for purposes regulatory authority. The Adviser further agrees to notify the Trust and the Manager immediately of complying with Rule 12d3-1(a) and (b)) with such other adviser. (d) The Manager will provide any material fact known to the Adviser at respecting or relating to the end Adviser that is not contained in the Trust's Registration Statement regarding the Fund, or any amendment or supplement thereto, but that is required to be disclosed therein, and of each calendar month a list any statement contained therein that becomes untrue in any material respect; (g) in making investment decisions with respect to the “Monthly List”) Assets, use no material non-public information that may be in its possession or in the possession of any of its affiliates, nor will the securities comprising the Allocated Assets Adviser seek to obtain any such information. Except as of such month end. The Adviser agrees that it will review the Monthly List and promptly alert the Manager’s controller, by facsimile at (000) 000-0000 or such other means as they may agree, as to any discrepancies between the Adviser’s records of such holdings and the Monthly List. Upon the specific request of the Managerotherwise provided in this Agreement, the Adviser shall not be responsible hereunder for compliance monitoring, reporting or testing or for preparing or maintaining books and records for the Fund or otherwise providing accounting services to the Fund and such services shall be provided by others retained by the Fund. The Adviser shall have access to such reports and records to assist it in performing its services hereunder. The Adviser shall not be responsible for pursuing legal causes of action that may be based on the purchase, sale or holding of a security by a Fund. The Adviser shall, however, provide notice to the Manager the Adviser’s opinion as of any such potential claim and provide reasonable cooperation to the value of a security included Manager in the Allocated Assets in order to assist the Manager, or the Trust’s Board of Trustees, as the case may be, in determining the value of such securityany possible proceeding.

Portfolio Management Duties. Subject to the overall supervision of the Trustees of the Trust and the Manager, the Portfolio Manager is hereby granted full responsibility and discretion, with respect to such portion of the Fund's assets as shall be allocated to it by the Manager for management pursuant to this Agreement from time to time (the "Assets"), for (a) Subject to the supervision management of the Manager and the Trust’s Board of Trustees, the Adviser will (i) manage the portion of the Portfolio’s assets allocated to the Adviser by the Manager and subject to the review of the Board of Trustees (“Allocated Assets”) Assets in accordance with the Portfolio’s Fund's investment objectives, policies and limitations as stated in the Trust’s Prospectus its prospectus and Statement of Additional InformationInformation included as part of the Trust's registration statement filed with the Securities and Exchange Commission ("SEC"), as they may be amended from time to time ("Registration Statement"), copies of which shall be provided to the Portfolio Manager by the Manager; and (iib) make investment decisions with respect to Allocated Assets; (iii) place the placement of orders to purchase and sell securities andfor the Fund. At the request of the Trustees or the Manager, where appropriate, commodity futures contracts and options of any type with respect the Portfolio Manager shall report to Allocated Assets; and (iv) vote proxies if such responsibility is delegated to the Adviser by the Board of Trustees. (b) The Adviser will keep Trustees of the Trust or Manager regularly at such times and in such detail as the Board or Manager informed of developments materially affecting the Portfolio and shall, on the Adviser’s own initiative, furnish to the Trust and the Manager may from time to time whatever information determine to be appropriate,. The Manager has herewith furnished the Adviser believes appropriate for Portfolio Manager copies of the Fund's current Prospectus, Statement of Additional Information, Declaration and Bylaws and agrees during the continuance of this purpose. (c) Agreement to furnish the Portfolio Manager copies of any amendments or supplements thereto before or at the time the amendments or supplements become effective. The Adviser Portfolio Manager will be entitled to rely on all such documents furnished to it by the Manager or the Trust. The Portfolio Manager further agrees that, with respect to the management of the Allocated Assetsin performing its duties hereunder, it will will: (a) comply with applicable provisions of the Investment Company 1940 Act of 1940, as amended (the “Act”), and all rules and regulations thereunder, the Advisers Act, the Internal Revenue Code (the "Code") and all other applicable federal and state laws and regulations regulations, and with any applicable procedures adopted by the Trust’s Board Trustees; (b) use reasonable efforts to manage the Assets, and to coordinate its activities with the Manager and any other portfolio manager of Trusteesthe Fund, provided so that the Fund will qualify, and continue to qualify, as a regulated investment company under Subchapter M of the Code and regulations issued thereunder; (c) place orders for the investment of the Assets directly with the issuer, or with any broker or dealer, in writing accordance with applicable policies expressed in the prospectus and/or Statement of Additional Information with respect to the AdviserFund and in accordance with applicable legal requirements. When engaging Specifically, in executing portfolio transactions and selecting broker-dealers, the Portfolio Manager will use its best efforts to seek best execution on behalf of each Fund. In assessing the best execution available for any transaction, the Portfolio Manager shall consider all factors it deems relevant, including the breadth of the market in the security, the price of the security, the financial condition and execution capability of the broker-dealer, the reasonableness of the commission, if any (all for the specific transaction and on a continuing basis). In evaluating the best execution available, and in selecting the broker-dealer to execute a particular transaction, the Portfolio Manager may also consider the brokerage and research services (as those terms are used in Section 28(e) of the Securities and Exchange Act of 1934) provided to a Fund and /or other accounts over which the Portfolio Manager or an affiliate of the Portfolio Manager exercises investment discretion. The Portfolio Manager is authorized to pay a broker-dealer who provides such brokerage and research services a commission for executing a portfolio transaction for a Fund which is in excess of the amount of commissions another broker-dealer would have charged for effecting that transaction if, but only if, the Porfolio 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-dealer viewed in terms of that particular transaction or in terms of all of the accounts over which investment discretion is so exercised. Provided the investment objectives of the Fund and applicable law are adhered to, the Portfolio Manager may aggregate sale and purchase orders of securities and other investments held in the Fund with similar orders being made simultaneously for other accounts managed by the Portfolio Manager or with accounts of affiliates of the Portfolio Manager, if in the Portfolio Manager's reasonable judgment such aggregation shall result in an overall economic benefit to the Fund, taking into consideration an advantageous selling or purchase price, brokerage commissions and other expenses, and beneficial timing of transactions, or a combination of these and other factors; (d) furnish to the Trust, the Manager and any other portfolio manager whatever statistical information the Trust , the Manager or such other portfolio manager may reasonably request with respect to the Assets or contemplated investments; keep the Manager and the Trustees and, as appropriate, other portfolio managers informed of developments materially affecting the Fund's portfolio; and, on the Portfolio Manager's own initiative, furnish to the Trust, the Manager or other assets for portfolio manager from time to time whatever information the Portfolio Manager believes appropriate for this purpose; (e) make available to the Trust's administrator (the "Administrator"), the Trust or the Manager, promptly upon their request, such copies of its investment records and ledgers with any adviser respect to any other fund the Fund as may be required to assist the Administrator, the Trust and the Manager in their compliance with applicable laws and regulations. The Portfolio Manager will furnish the Trustees or portfolio under common control the Manager with such periodic and special reports regarding the Portfolio, including any adviser that is a principal underwriter Fund as the Trustees or an “affiliated person” the Manager may reasonably request; (as defined f) immediately notify the Trust and the Manager in the Act) of a principal underwriter in connection with such transactions, event that the Adviser Portfolio Manager or any of its “affiliated persons” will not consult (other than for purposes of complying with Rule 12d3-1(a) and (b)) with such other adviser.affiliates: (d1) becomes aware that it is subject to a statutory disqualification that prevents the Portfolio Manager from serving as a portfolio manager pursuant to this Agreement; or (2) becomes aware that it is the subject of an administrative proceeding or enforcement action by the SEC or other regulatory authority. The Portfolio Manager will provide further agrees to notify the Trust and the Manager immediately of any material fact known to the Adviser at Portfolio Manager respecting or relating to the end Portfolio Manager that is not contained in the Trust's Registration Statement regarding the Fund, or any amendment or supplement thereto, but that is required to be disclosed therein, and of each calendar month a list any statement contained therein that becomes untrue in any material respect; (g) in making investment decisions with respect to the “Monthly List”) Assets, use no material non-public information that may be in its possession or in the possession of any of its affiliates, nor will the securities comprising Portfolio Manager seek to obtain any such information. Except as otherwise provided in this Agreement, the Allocated Assets as of Portfolio Manager shall not be responsible hereunder for compliance monitoring, reporting or testing or for preparing or maintaining books and records for the Fund or otherwise providing accounting services to the Fund and such month endservices shall be provided by others retained by the Fund. The Adviser agrees Portfolio Manager shall have access to such reports and records to assist it in performing its services hereunder. The Portfolio Manager shall not be responsible for pursuing legal causes of action that it will review may be based on the Monthly List and promptly alert the Manager’s controllerpurchase, sale or holding of a security by facsimile at (000) 000-0000 or such other means as they may agreea Fund. The Portfolio Manager shall, as to any discrepancies between the Adviser’s records of such holdings and the Monthly List. Upon the specific request of the Managerhowever, the Adviser shall provide notice to the Manager the Adviser’s opinion as of any such potential claim and provide reasonable cooperation to the value of a security included Manager in the Allocated Assets in order to assist the Manager, or the Trust’s Board of Trustees, as the case may be, in determining the value of such securityany possible proceeding.

Portfolio Management Duties. (a) Subject to the supervision of the Manager and of the Trustees of the Trust’s Board of Trustees, the Adviser will (i) Subadvisor shall manage the portion composition of the Portfolio’s assets allocated to Fund Account, including the Adviser by the Manager purchase, retention and subject to the review of the Board of Trustees (“Allocated Assets”) disposition thereof, in accordance with the PortfolioFund’s investment objectives, policies and limitations restrictions as stated in the TrustFund’s Prospectus and Statement of Additional Information; Information (iisuch Prospectus and Statement of Additional Information for the Fund as currently in effect and as amended or supplemented in writing from time to time, being herein called the “Prospectus”). The Subadvisor’s responsibility for providing portfolio management services hereunder shall be limited to only the Fund Account, and the Subadvisor agrees that it shall not consult with any investment advisor(s) make (within the meaning of the Act) to the Fund or any other registered investment decisions company or portfolio series thereof under common control with the Fund concerning transactions for the Fund Account in securities or other assets such that the exemptions under Rule 10f-3, Rule 12d3-1 and/or Rule 17a-10 under the Act would not be available with respect to Allocated Assets; (iii) place orders to purchase and sell securities and, where appropriate, commodity futures contracts and options of any type the Fund. The Subadvisor or Proxy voting service engaged by the Subadvisor shall exercise voting authority with respect to Allocated Assets; and (iv) proxies that the Fund is entitled to vote proxies if by virtue of the ownership of assets attributable to that portion of the Fund for which the Subadvisor has investment management responsibility, provided that such responsibility is delegated authority may be revoked in whole or in part by the Manager at any time upon notice to the Adviser Subadvisor and provided further that the exercise of such authority shall be subject to review by the Board Manager and the Trustees of Trusteesthe Trust. The Subadvisor or Proxy voting service engaged by the Subadvisor shall exercise its proxy voting authority hereunder in accordance with such proxy voting policies and procedures as the Manager or the Trust may designate from time to time. The Subadvisor shall provide such information relating to its exercise of proxy voting authority hereunder (including the manner in which it has voted proxies and its resolution of conflicts of interest) as reasonably requested by the Manager from time to time. (b) The Adviser will keep Subadvisor shall maintain such books and records pursuant to Rule 31a-1 under the Trust Act and the Manager informed of developments materially affecting the Portfolio and shall, on the Adviser’s own initiative, furnish to the Trust and the Manager from time to time whatever information the Adviser believes appropriate for this purpose. (c) The Adviser agrees that, with respect to the management of the Allocated Assets, it will comply with applicable provisions of Rule 204-2 under the Investment Company Advisers Act of 1940, as amended (the “Advisers Act”), with respect to the Fund Account as shall be specified by the Manager from time to time, and shall maintain such books and records for the periods specified in the rules under the Act or the Advisers Act. In accordance with Rule 31a-3 under the Act, the Subadvisor agrees that all rules and regulations thereunder, all applicable federal and state laws and regulations and with any applicable procedures adopted by records under the Act shall be the property of the Trust. (c) The Subadvisor shall provide the Trust’s Board of TrusteesCustodian, provided and the Manager on each business day with information relating to all transactions concerning the Fund Account. In addition, the Subadvisor shall be responsive to requests from the Manager or the Trust’s Custodian for assistance in writing to the Adviser. When engaging in transactions in obtaining price sources for securities or other assets for the Portfolio with any adviser to any other fund or portfolio under common control with the Portfolio, including any adviser that is a principal underwriter or an “affiliated person” (as defined held in the Act) Fund Account, as well as for periodically reviewing the prices of a principal underwriter in connection with the securities assigned by the Manager or the Trust’s Custodian for reasonableness and advising the Manager should any such transactions, the Adviser or any of its “affiliated persons” will not consult (other than for purposes of complying with Rule 12d3-1(a) and (b)) with such other adviserprices appear to be incorrect. (d) The Manager will provide Subadvisor agrees to maintain adequate compliance procedures to ensure its compliance with the Adviser at the end of each calendar month a list (the “Monthly List”) of the securities comprising the Allocated Assets as of such month end. The Adviser agrees that it will review the Monthly List and promptly alert the Manager’s controller, by facsimile at (000) 000-0000 or such other means as they may agree, as to any discrepancies between the Adviser’s records of such holdings and the Monthly List. Upon the specific request of the ManagerAct, the Adviser shall provide to Advisers Act and other applicable federal and state regulations, and review information provided by the Manager the Adviser’s opinion as to the value of a security included in the Allocated Assets in order to assist the Manager, Manager in its compliance review program. (e) The Subadvisor agrees to maintain an appropriate level of errors and omissions or the Trust’s Board of Trustees, as the case may be, in determining the value of such securityprofessional liability insurance coverage.

Portfolio Management Duties. Subject to the overall supervision of the Trustees of the Trust and the Manager, the Portfolio Manager is hereby granted full responsibility and discretion, with respect to such portion of each Fund's assets as shall be allocated to it by the Manager for management pursuant to this Agreement from time to time (the "Assets"), for (a) Subject to the supervision management of the Manager and the Trust’s Board of Trustees, the Adviser will (i) manage the portion of the Portfolio’s assets allocated to the Adviser by the Manager and subject to the review of the Board of Trustees (“Allocated Assets”) Assets in accordance with the Portfolio’s Fund's investment objectives, policies and limitations as stated in the Trust’s Prospectus its prospectus and Statement of Additional InformationInformation included as part of the Trust's registration statement filed with the Securities and Exchange Commission ("SEC"), as they may be amended from time to time, ("Registration Statement") copies of which shall be provided to the Portfolio Manager by the Manager; and (iib) make investment decisions with respect to Allocated Assets; (iii) place the placement of orders to purchase and sell securities andfor the Fund. At the request of the Trustees or the Manager, where the Portfolio Manager shall, upon receipt of reasonable notice from the Manager, report to the Board of Trustees of the Trust regularly at such times and in such detail as the Board or the Manager may from time to time determine to be appropriate. The Manager has herewith furnished the Portfolio Manager copies of each Fund's current Prospectus, commodity futures contracts Statement of Additional Information, Declaration and options Bylaws and agrees during the continuance of this Agreement to furnish the Portfolio Manager copies of any type amendments or supplements thereto before or at the time the amendments or supplements become effective. The Portfolio Manager will be entitled to rely on all such documents furnished to it by the Manager or the Trust. The Portfolio Manager further agrees that, in performing its duties hereunder, it will: (a) comply with the 1940 Act and all rules and regulations thereunder, the Advisers Act, the Internal Revenue Code (the "Code") and all other applicable federal and state laws and regulations, and with any applicable procedures adopted by the Trustees; (b) use reasonable efforts to manage the Assets, and to coordinate its activities with the Manager and any other portfolio manager of a particular Fund, if any, so that the Fund will qualify, and continue to qualify, as a regulated investment company under Subchapter M of the Code and regulations issued thereunder. The Manager shall perform quarterly and annual tax compliance tests to ensure that the Fund is in compliance with Subchapter M and Section 817(h) of the Code. In connection with such compliance tests, the Manager shall prepare and provide reports to the Portfolio Manager within ten (10) business days of a calendar quarter end relating to the diversification of the Fund under Subchapter M and Section 817(h) of the Code. If the Manager determines that the Fund is not in compliance with the requirements noted above, the Portfolio Manager, upon notification from the Manager, will take prompt action to bring the Fund back into compliance within the time permitted under the Code; (c) place orders for the investment of the Assets directly with the issuer, or with any broker or dealer, in accordance with applicable policies expressed in the prospectus and/or Statement of Additional Information with respect to Allocated Assets; each Fund and in accordance with applicable legal requirements. Specifically, in executing portfolio transactions and selecting broker-dealers, the Portfolio Manager will use its best efforts to seek best execution on behalf of each Fund. In assessing the best execution available for any transaction, the Portfolio Manager shall consider all factors it deems relevant, including the breadth of the market in the security, the price of the security, the financial condition and execution capability of the broker-dealer, and the reasonableness of the commission, if any (ivall for the specific transaction and on a continuing basis). In evaluating the best execution available, and in selecting the broker-dealer to execute a particular transaction, the Portfolio Manager may also consider the brokerage and research services (as those terms are used in Section 28(e) vote proxies if of the Securities and Exchange Act of 1934) provided to a Fund and /or other accounts over which the Portfolio Manager or an affiliate of the Portfolio Manager exercises investment discretion. The Portfolio Manager is authorized to pay a broker-dealer who provides such responsibility brokerage and research services a commission for executing a portfolio transaction for a Fund which is delegated in excess of the amount of commission another broker-dealer would have charged for effecting that transaction if, but only if, the Portfolio Manager determines in good faith that such commission was reasonable in relation to the Adviser value of the brokerage and research services provided by such broker-dealer viewed in terms of that particular transaction or in terms of all of the Board of Trustees.accounts over which investment discretion is so exercised; (bd) The Adviser will keep furnish to the Trust and the Manager whatever statistical information the Trust , the Manager or such other portfolio manager, if any, may reasonably request with respect to the Assets or contemplated investments; keep the Manager and the Trustees informed of developments materially affecting the Portfolio and shalleach Fund's portfolio; and, on the Adviser’s Portfolio Manager's own initiative, furnish to the Trust and the Manager from time to time whatever information the Adviser Portfolio Manager believes appropriate for this purpose.appropriate; (ce) make available to the Trust's administrator (the "Administrator"), the Trust or the Manager, promptly upon their request, such copies of its investment records and ledgers with respect to each Fund as may be required to assist the Administrator, the Trust and the Manager in their compliance with applicable laws and regulations. The Adviser Portfolio Manager will furnish the Trustees with such periodic and special reports regarding the Fund as the Trustees may reasonably request; (f) immediately notify the Trust and the Manager in the event that the Portfolio Manager or any of its advisory affiliates, as defined in the instructions to Form ADV: (1) becomes aware that it is subject to a statutory disqualification that prevents the Portfolio Manager from serving as a portfolio manager pursuant to this Agreement; or (2) becomes aware that it is the subject of a publicly announced administrative proceeding or enforcement action by the SEC or other regulatory authority. The Portfolio Manager further agrees thatto notify the Trust and the Manager immediately of any material fact known to the Portfolio Manager respecting or relating to the Portfolio Manager that is not contained in the Trust's Registration Statement regarding the Funds, or any amendment or supplement thereto, but that is required to be disclosed therein, and of any statement contained therein that becomes untrue in any material respect; (g) in making investment decisions with respect to the management of the Allocated Assets, it will comply with applicable provisions of the Investment Company Act of 1940, as amended (the “Act”), and all rules and regulations thereunder, all applicable federal and state laws and regulations and with any applicable procedures adopted by the Trust’s Board of Trustees, provided use no inside information that may be in writing to the Adviser. When engaging in transactions in securities its possession or other assets for the Portfolio with any adviser to any other fund or portfolio under common control with the Portfolio, including any adviser that is a principal underwriter or an “affiliated person” (as defined in the Act) possession of a principal underwriter in connection with such transactions, the Adviser or any of its “affiliated persons” affiliates, nor will the Portfolio Manager seek to obtain any such information. Except as otherwise provided in this Agreement, the Portfolio Manager shall not consult (other than be responsible hereunder for purposes of complying with Rule 12d3-1(a) compliance monitoring, reporting or testing or for preparing or maintaining books and (b)) with such other adviser. (d) The Manager will provide records for a Fund or otherwise providing accounting services to the Adviser at Fund and such services shall be provided by others retained by the end of each calendar month a list (the “Monthly List”) of the securities comprising the Allocated Assets as of such month endFund. The Adviser agrees that it will review the Monthly List Portfolio Manager shall have access to such reports and promptly alert the Manager’s controller, by facsimile at (000) 000-0000 or such other means as they may agree, as to any discrepancies between the Adviser’s records of such holdings and the Monthly List. Upon the specific request of the Manager, the Adviser shall provide to the Manager the Adviser’s opinion as to the value of a security included in the Allocated Assets in order to assist the Manager, or the Trust’s Board of Trustees, as the case may be, it in determining the value of such securityperforming its services hereunder.

Portfolio Management Duties. (a) Subject to the supervision of the Manager and the Trust’s Board of Trustees, the Adviser will (i) manage the portion of the Portfolio’s assets allocated to the Adviser by the Manager and subject to the review of the Board of Trustees (“Board”) and the Manager, the Subadvisor will provide a continuous investment program for the Series’ Allocated Assets and determine the composition of the assets of the Series’ Allocated Assets”) , including determination of the purchase, retention or sale of the securities, cash and other investments contained in the portfolio. The Subadvisor will conduct investment research and conduct a continuous program of evaluation, investment, sales and reinvestment of the Series’ Allocated Assets by determining the securities and other investments that shall be purchased, entered into, sold, closed or exchanged for the Series, when these transactions should be executed, and what portion of the Allocated Assets of the Series should be held in the various securities and other investments in which it may invest, and the Subadvisor is hereby authorized to execute and perform such services on behalf of the Series. The Subadvisor will provide the services under this Agreement in accordance with the Portfolio’s Series’ investment objective or objectives, policies and limitations restrictions as stated in the Trust’s Prospectus Registration Statement filed with the Securities and Statement Exchange Commission (the “SEC”), as amended, copies of Additional Information; (ii) make investment decisions with respect to Allocated Assets; (iii) place orders to purchase and sell securities and, where appropriate, commodity futures contracts and options of any type with respect to Allocated Assets; and (iv) vote proxies if such responsibility is delegated which shall be delivered to the Adviser Subadvisor by the Board Manager. The Subadvisor further agrees as follows: (a) The Subadvisor understands that the Allocated Assets of Trusteesthe Series need to be managed so as to permit the Series to qualify or continue to qualify as a regulated investment company under Subchapter M of the Internal Revenue Code, and will coordinate efforts with the Manager with that objective. (b) The Adviser Subadvisor will keep conform with the Trust and the Manager informed of developments materially affecting the Portfolio and shall, on the Adviser’s own initiative, furnish to the Trust and the Manager from time to time whatever information the Adviser believes appropriate for this purpose. (c) The Adviser agrees that, with respect to the management of the Allocated Assets, it will comply with applicable provisions of the Investment Company 1940 Act of 1940, as amended (the “Act”), and all rules and regulations thereunder, all other applicable federal and state laws and regulations and with regulations, any applicable procedures adopted by the Trust’s Board of Trustees, provided in writing which a copy has been delivered to the Adviser. When engaging in transactions in securities Subadvisor, and the provisions of the Registration Statement of the Trust under the Securities Act of 1933, as amended (the “1933 Act”), and the 1940 Act, as supplemented or other assets for amended, copies of which shall be delivered to the Portfolio with any adviser Subadvisor by the Manager. (c) On occasions when the Subadvisor deems the purchase or sale of a security to any other fund or portfolio under common control with the Portfolio, including any adviser that is a principal underwriter or an “affiliated person” (as defined be in the Act) best interest of a principal underwriter in connection with such transactions, the Adviser Series as well as of other investment advisory clients of the Subadvisor or any of its “affiliated persons” affiliates, the Subadvisor may, to the extent permitted by applicable laws and regulations, but shall not be obligated to, aggregate the securities to be so sold or purchased with those of its other clients where such aggregation is not inconsistent with the policies set forth in the Registration Statement. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will not consult (other than for purposes be made by the Subadvisor in a manner that, over time, is fair and equitable in the judgment of complying with Rule 12d3-1(a) the Subadvisor in the exercise of its fiduciary obligations to the Trust and (b)) with to such other adviserclients, subject to review by the Manager and the Board. The Manager recognizes that in some cases this procedure may adversely affect the results obtained for the Series or Trust. (d) The Manager In connection with the purchase and sale of securities for the Series, the Subadvisor will provide arrange for the transmission to the Adviser at custodian and portfolio accounting agent for the end Series, on a daily basis, such confirmation, trade tickets and other documents and information, including, but not limited to, CUSIP, Sedol or other numbers that identify securities to be purchased or sold on behalf of each calendar month a list the Series, as may be reasonably necessary to enable the custodian and portfolio accounting agent to perform their administrative and recordkeeping responsibilities with respect to the Series. With respect to portfolio securities to be purchased or sold through the Depository Trust and Clearing Corporation, the Subadvisor will arrange for the automatic transmission of the confirmation of such trades to the Trust’s custodian and portfolio accounting agent. (e) The Subadvisor will assist the custodian and portfolio accounting agent for the Trust in determining or confirming, consistent with the procedures and policies stated in the Registration Statement for the Trust, the value of any portfolio securities or other Allocated Assets of the Series for which the custodian and portfolio accounting agent seek assistance from, or which they identify for review by, the Subadvisor. (f) The Subadvisor will make available to the Trust and the Manager, promptly upon request, all of the Series’ investment records and ledgers maintained by the Subadvisor (which shall not include the records and ledgers maintained by the custodian or portfolio accounting agent for the Trust) as are necessary to assist the Trust and the Manager to comply with requirements of the 1940 Act and the Investment Advisers Act of 1940, as amended (the “Monthly ListAdvisers Act”) ), as well as other applicable laws. The Subadvisor will furnish to regulatory agencies having the requisite authority any information or reports in connection with such services that may be requested in order to ascertain whether the operations of the Trust are being conducted in a manner consistent with applicable laws and regulations. (g) The Subadvisor will provide reports to the Trust’s Board, for consideration at meetings of the Board, on the investment program for the Series and the issuers and securities comprising represented in the Series’ Allocated Assets Assets, and will furnish the Trust’s Board with respect to the Series such periodic and special reports as of the Trustees and the Manager may reasonably request. (h) In rendering the services required under this Agreement, the Subadvisor may, from time to time, employ or associate with itself such month endentity, entities, person or persons as it believes necessary to assist it in carrying out its obligations under this Agreement. The Adviser agrees Subadvisor may not, however, retain as subadvisor any company that it will review would be an “investment adviser” as that term is defined in the Monthly List 1940 Act, to the Series unless the contract with such company is approved by a majority of the Trust’s Board and promptly alert the Manager’s controller, by facsimile at (000) 000-0000 or such other means as they may agree, as a majority of Trustees who are not parties to any discrepancies between agreement or contract with such company and who are not “interested persons” as defined in the Adviser’s records 1940 Act, of such holdings and the Monthly List. Upon the specific request of Trust, the Manager, the Adviser shall provide Subadvisor or any such company that is retained as subadvisor, and also is approved by the vote of a majority of the outstanding voting securities of the applicable Series of the Trust to the Manager extent required by the Adviser’s opinion as 1940 Act. The Subadvisor shall be responsible for making reasonable inquiries and for reasonably ensuring that any employee of the Subadvisor, any subadvisor that the Subadvisor has employed or with which it has associated with respect to the value Series, or any employee thereof has not, to the best of a security included the Subadvisor’s knowledge, in any material connection with the handling of Trust assets: (i) been convicted, within the last ten (10) years, of any felony or misdemeanor arising out of conduct involving embezzlement, fraudulent conversion or misappropriation of funds or securities, involving violations of Sections 1341, 1342, or 1343 of Xxxxx 00, Xxxxxx Xxxxxx Code, or involving the purchase or sale of any security; or (ii) been found by any state regulatory authority, within the last ten (10) years, to have violated or to have acknowledged violation of any provision of any state insurance law involving fraud, deceit or knowing misrepresentation; or (iii) been found by any federal or state regulatory authorities, within the last ten (10) years, to have violated or to have acknowledged violation of any provision of federal or state securities laws involving fraud, deceit or knowing misrepresentation. (i) The Subadvisor is authorized to retain legal counsel and financial advisors and to negotiate and execute documentation relating to investments in the Allocated Assets in order or Series, at the expense of the Allocated Assets or Series. Such documentation may relate to assist investments to be made or sold, currently held or previously held. The authority shall include, without limitation: (i) documentation relating to private placements and bank debt; (ii) waivers, consents, amendments or other modifications relating to investments; and (iii) purchase agreements, sales agreements, commitment letters, pricing letters, registration rights agreements, indemnities and contributions, escrow agreements and other investment related agreements. Manager represents that the Manager, Allocated Assets or the Trust’s Board of Trustees, as the case may be, in determining the value of Series can settle such securityprivate placements.

Portfolio Management Duties. Subject to the overall supervision of the Trustees of the Trust and the Manager, the Portfolio Manager is hereby granted full responsibility and discretion, with respect to such portion of the Fund's assets as shall be allocated to it by the Manager for management pursuant to this Agreement from time to time (the "Assets"), for (a) Subject to the supervision management of the Manager and the Trust’s Board of Trustees, the Adviser will (i) manage the portion of the Portfolio’s assets allocated to the Adviser by the Manager and subject to the review of the Board of Trustees (“Allocated Assets”) Assets in accordance with the Portfolio’s Fund's investment objectives, policies and limitations as stated in the Trust’s Prospectus its prospectus and Statement of Additional InformationInformation included as part of the Trust's registration statement filed with the Securities and Exchange Commission ("SEC"), as they may be amended from time to time ("Registration Statement"), copies of which shall be provided to the Portfolio Manager by the Manager; and (iib) make investment decisions with respect to Allocated Assets; (iii) place the placement of orders to purchase and sell securities and, where appropriate, commodity futures contracts and options of any type with respect to Allocated Assets; and (iv) vote proxies if such responsibility is delegated to for the Adviser by the Board of Trustees. (b) Fund. The Adviser will keep the Trust and the Portfolio Manager informed of developments materially affecting the Portfolio and shall, on the Adviser’s own initiative, furnish to the Trust and the Manager may from time to time whatever information employ or associate with itself any person or persons believed to be particularly fitted to assist in its performance of services pursuant to this Agreement. The Portfolio Manager will pay the Adviser believes appropriate for compensation of any such persons, and no obligation will be incurred by, or on behalf of, the Trust, the Fund, or the Manager with respect to them. At the request of the Trustees or the Manager, the Portfolio Manager shall report to the Board of Trustees of the Trust or Manager regularly at such times and in such detail as the Board or Manager may from time to time reasonably determine to be appropriate,. The Manager has herewith furnished the Portfolio Manager copies of the Fund's current Prospectus, Statement of Additional Information, Declaration and Bylaws and agrees during the continuance of this purpose. (c) Agreement to furnish the Portfolio Manager copies of any amendments or supplements thereto before or at the time the amendments or supplements become effective. The Adviser Portfolio Manager will be entitled to rely on all such documents furnished to it by the Manager or the Trust. The Portfolio Manager further agrees that, with respect to the management of the Allocated Assetsin performing its duties hereunder, it will will: (i) comply with applicable provisions of the Investment Company 1940 Act of 1940, as amended (and the “Advisers Act”), and all rules and regulations thereunder, and all other applicable federal and state laws and regulations regulations, and with any applicable procedures adopted by the Trust’s Board Trustees; (ii) comply with the Internal Revenue Code (the "Code), which shall include using reasonable efforts to manage the Assets, and coordinating its activities with the Manager and any other portfolio manager of Trusteesthe Fund, provided if any, so that the Fund will qualify, and continue to qualify, as a regulated investment company under Subchapter M of the Code and regulations issued thereunder; (iii) place orders for the investment of the Assets directly with the issuer, or with any broker or dealer, in writing accordance with applicable policies expressed in the prospectus and/or Statement of Additional Information with respect to the AdviserFund and in accordance with applicable legal requirements. When engaging Specifically, in executing portfolio transactions and selecting broker-dealers, the Portfolio Manager will use its best efforts to seek best execution on behalf of each Fund. In assessing the best execution available for any transaction, the Portfolio Manager shall consider all factors it deems relevant, including the breadth of the market in the security, the price of the security, the financial condition and execution capability of the broker-dealer, the reasonableness of the commission, if any (all for the specific transaction and on a continuing basis). In evaluating the best execution available, and in selecting the broker-dealer to execute a particular transaction, the Portfolio Manager may also consider the brokerage and research services (as those terms are used in Section 28(e) of the Securities and Exchange Act of 1934) provided to a Fund and /or other accounts over which the Portfolio Manager or an affiliate of the Portfolio Manager exercises investment discretion. The Portfolio Manager is authorized to pay a broker-dealer who provides such brokerage and research services a commission for executing a portfolio transaction for a Fund which is in excess of the amount of commissions another broker-dealer would have charged for effecting that transaction if, but only if, the Portfolio 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-dealer viewed in terms of that particular transaction or in terms of all of the accounts over which investment discretion is so exercised. Provided the investment objectives of the Fund and applicable law are adhered to, the Portfolio Manager may aggregate sale and purchase orders of securities and other investments held in the Fund with similar orders being made simultaneously for other accounts managed by the Portfolio Manager or with accounts of affiliates of the Portfolio Manager, if in the Portfolio Manager's reasonable judgment such aggregation shall result in an overall economic benefit to the Fund, taking into consideration an advantageous selling or purchase price, brokerage commissions or other assets for expenses, and beneficial timing of transactions, or a combination of these and other factors; (iv) furnish to the Trust, the Manager, and any other portfolio manager of a Fund, if any, whatever statistical information the Trust , the Manager or such other portfolio manager may reasonably request with respect to the Assets or contemplated investments; keep the Manager and the Trustees and, as appropriate, such other portfolio managers informed of developments materially affecting the Fund's portfolio; and, on the Portfolio Manager's own initiative, furnish to the Trust, the Manager or such other portfolio manager from time to time whatever information the Portfolio Manager believes appropriate for this purpose; (v) make available to the Trust's administrator (the "Administrator"), the Trust or the Manager, promptly upon their request, such copies of its investment records and ledgers with any adviser respect to any other fund the Fund as may reasonably be required to assist the Administrator, the Trust and the Manager in their compliance with applicable laws and regulations. The Portfolio Manager will furnish the Trustees or portfolio under common control the Manager with such periodic and special reports regarding the Portfolio, including any adviser that is a principal underwriter Fund as the Trustees or an “affiliated person” the Manager may reasonably request; (as defined vi) immediately notify the Trust and the Manager in the Act) of a principal underwriter in connection with such transactions, event that the Adviser Portfolio Manager or any of its “affiliated persons” will not consult (other than for purposes of complying with Rule 12d3-1(a) and (b)) with such other adviser.affiliates: (d1) becomes aware that it is subject to a statutory disqualification that prevents the Portfolio Manager from serving as a portfolio manager pursuant to this Agreement; or (2) becomes aware of important developments materially affecting the Fund, including but not limited to any material legal or administrative proceedings against the Portfolio Manager by the Securities and Exchange Commission or relating to violations of the Federal securities laws by the Portfolio Manager. The Portfolio Manager will provide further agrees to notify the Trust and the Manager immediately of any material fact known to the Adviser at Portfolio Manager respecting or relating to the end Portfolio Manager that is not contained in the Trust's Registration Statement regarding the Fund, or any amendment or supplement thereto, but that is required to be disclosed therein, and of each calendar month a list any statement contained therein that becomes untrue in any material respect; (vii) in making investment decisions with respect to the “Monthly List”) Assets, use no material non-public information that may be in its possession or in the possession of any of its affiliates, nor will the securities comprising Portfolio Manager seek to obtain any such information. Except as otherwise provided in this Agreement, the Allocated Assets as of Portfolio Manager shall not be responsible hereunder for compliance monitoring, reporting or testing or for preparing or maintaining books and records for the Fund or otherwise providing accounting services to the Fund and such month endservices shall be provided by others retained by the Fund. The Adviser agrees that it will review the Monthly List Portfolio Manager shall have access to such reports and promptly alert the Manager’s controller, by facsimile at (000) 000-0000 or such other means as they may agree, as to any discrepancies between the Adviser’s records of such holdings and the Monthly List. Upon the specific request of the Manager, the Adviser shall provide to the Manager the Adviser’s opinion as to the value of a security included in the Allocated Assets in order to assist the Manager, or the Trust’s Board of Trustees, as the case may be, it in determining the value of such securityperforming its services hereunder.

Portfolio Management Duties. Subject to the overall supervision of the Trustees of the Trust and the Manager, the Portfolio Manager is hereby granted full responsibility and discretion, with respect to such portion of each Fund's assets as shall be allocated to it by the Manager for management pursuant to this Agreement from time to time (the "Assets"), for (a) Subject to the supervision management of the Manager and the Trust’s Board of Trustees, the Adviser will (i) manage the portion of the Portfolio’s assets allocated to the Adviser by the Manager and subject to the review of the Board of Trustees (“Allocated Assets”) Assets in accordance with the Portfolio’s Fund's investment objectives, policies and limitations as stated in the Trust’s Prospectus its prospectus and Statement of Additional InformationInformation included as part of the Trust's registration statement filed with the Securities and Exchange Commission ("SEC"), as they may be amended from time to time, ("Registration Statement") copies of which shall be provided to the Portfolio Manager by the Manager; and (iib) make investment decisions with respect to Allocated Assets; (iii) place the placement of orders to purchase and sell securities andfor the Fund. At the request of the Trustees or the Manager, where the Portfolio Manager shall, upon receipt of reasonable notice from the Manager, report to the Board of Trustees of the Trust regularly at such times and in such detail as the Board or the Manager may from time to time determine to be appropriate,. The Manager has herewith furnished the Portfolio Manager copies of each Fund's current Prospectus, commodity futures contracts Statement of Additional Information, Declaration and options Bylaws and agrees during the continuance of this Agreement to furnish the Portfolio Manager copies of any type amendments or supplements thereto before or at the time the amendments or supplements become effective. The Portfolio Manager will be entitled to rely on all such documents furnished to it by the Manager or the Trust. The Portfolio Manager further agrees that, in performing its duties hereunder, it will: (a) comply with the 1940 Act and all rules and regulations thereunder, the Advisers Act, the Internal Revenue Code (the "Code") and all other applicable federal and state laws and regulations, and with any applicable procedures adopted by the Trustees; (b) use reasonable efforts to manage the Assets, and to coordinate its activities with the Manager and any other portfolio manager of a particular Fund, if any, so that the Fund will qualify, and continue to qualify, as a regulated investment company under Subchapter M of the Code and regulations issued thereunder. The Manager shall perform quarterly and annual tax compliance tests to ensure that the Fund is in compliance with Subchapter M and Section 817(h) of the Code. In connection with such compliance tests, the Manager shall prepare and provide reports to the Portfolio Manager within ten (10) business days of a calendar quarter end relating to the diversification of the Fund under Subchapter M and Section 817(h) of the Code. If the Manager determines that the Fund is not in compliance with the requirements noted above, the Portfolio Manager, upon notification from the Manager, will take prompt action to bring the Fund back into compliance within the time permitted under the Code; (c) place orders for the investment of the Assets directly with the issuer, or with any broker or dealer, in accordance with applicable policies expressed in the prospectus and/or Statement of Additional Information with respect to Allocated Assets; the Funds and in accordance with applicable legal requirements. Specifically, in executing portfolio transactions and selecting broker-dealers, the Portfolio Manager will use its best efforts to seek best execution on behalf of each Fund. In assessing the best execution available for any transaction, the Portfolio Manager shall consider all factors it deems relevant, including the breadth of the market in the security, the price of the security, the financial condition and execution capability of the broker-dealer, the reasonableness of the commission, if any (ivall for the specific transaction and on a continuing basis). In evaluating the best execution available, and in selecting the broker-dealer to execute a particular transaction, the Portfolio Manager may also consider the brokerage and research services (as those terms are used in Section 28(e) vote proxies if of the Securities and Exchange Act of 1934) provided to a Fund and /or other accounts over which the Portfolio Manager or an affiliate of the Portfolio Manager exercises investment discretion. The Portfolio Manager is authorized to pay a broker-dealer who provides such responsibility brokerage and research services a commission for executing a portfolio transaction for a Fund which is delegated in excess of the amount of commission another broker-dealer would have charged for effecting that transaction if, but only if, the Portfolio Manager determines in good faith that such commission was reasonable in relation to the Adviser value of the brokerage and research services provided by such broker-dealer viewed in terms of that particular transaction or in terms of all of the Board of Trustees.accounts over which investment discretion is so exercised; (bd) The Adviser will keep furnish to the Trust and the Manager whatever statistical information the Trust , the Manager or such other portfolio manager, if any, may reasonably request with respect to the Assets or contemplated investments; keep the Manager and the Trustees informed of developments materially affecting the Portfolio and shalla Fund's portfolio; and, on the Adviser’s Portfolio Manager's own initiative, furnish to the Trust and the Manager from time to time whatever information the Adviser Portfolio Manager believes appropriate for this purpose.appropriate; (ce) make available to the Trust's administrator (the "Administrator"), the Trust or the Manager, promptly upon their request, such copies of its investment records and ledgers with respect to a Fund as may be required to assist the Administrator, the Trust and the Manager in their compliance with applicable laws and regulations. The Adviser Portfolio Manager will furnish the Trustees with such periodic and special reports regarding the Fund as the Trustees may reasonably request; (f) immediately notify the Trust and the Manager in the event that the Portfolio Manager or any of its advisory affiliates as defined in the instructions to Form ADV: (1) becomes aware that it is subject to a statutory disqualification that prevents the Portfolio Manager from serving as a portfolio manager pursuant to this Agreement; or (2) becomes aware that it is the subject of a publicly announced administrative proceeding or enforcement action by the SEC or other regulatory authority. The Portfolio Manager further agrees thatto notify the Trust and the Manager immediately of any material fact known to the Portfolio Manager respecting or relating to the Portfolio Manager that is not contained in the Trust's Registration Statement regarding the Funds, or any amendment or supplement thereto, but that is required to be disclosed therein, and of any statement contained therein that becomes untrue in any material respect; (g) in making investment decisions with respect to the management of the Allocated Assets, it will comply with applicable provisions of the Investment Company Act of 1940, as amended (the “Act”), and all rules and regulations thereunder, all applicable federal and state laws and regulations and with any applicable procedures adopted by the Trust’s Board of Trustees, provided use no inside information that may be in writing to the Adviser. When engaging in transactions in securities its possession or other assets for the Portfolio with any adviser to any other fund or portfolio under common control with the Portfolio, including any adviser that is a principal underwriter or an “affiliated person” (as defined in the Act) possession of a principal underwriter in connection with such transactions, the Adviser or any of its “affiliated persons” affiliates, nor will the Portfolio Manager seek to obtain any such information. Except as otherwise provided in this Agreement, the Portfolio Manager shall not consult (other than be responsible hereunder for purposes of complying with Rule 12d3-1(a) compliance monitoring, reporting or testing or for preparing or maintaining books and (b)) with such other adviser. (d) The Manager will provide records for the Funds or otherwise providing accounting services to the Adviser at Funds and such services shall be provided by others retained by the end of each calendar month a list (the “Monthly List”) of the securities comprising the Allocated Assets as of such month endFunds. The Adviser agrees that it will review the Monthly List Portfolio Manager shall have access to such reports and promptly alert the Manager’s controller, by facsimile at (000) 000-0000 or such other means as they may agree, as to any discrepancies between the Adviser’s records of such holdings and the Monthly List. Upon the specific request of the Manager, the Adviser shall provide to the Manager the Adviser’s opinion as to the value of a security included in the Allocated Assets in order to assist the Manager, or the Trust’s Board of Trustees, as the case may be, it in determining the value of such securityperforming its services hereunder.

Portfolio Management Duties. Subject to the overall supervision of the Trustees of the Trust and the Manager, the Portfolio Manager is hereby granted full responsibility and discretion, with respect to such portion of each Fund's assets as shall be allocated to it by the Manager for management pursuant to this Agreement from time to time (the "Assets"), for (a) Subject to the supervision management of the Manager and the Trust’s Board of Trustees, the Adviser will (i) manage the portion of the Portfolio’s assets allocated to the Adviser by the Manager and subject to the review of the Board of Trustees (“Allocated Assets”) Assets in accordance with the Portfolio’s Fund's investment objectives, policies and limitations as stated in the Trust’s Prospectus its prospectus and Statement of Additional InformationInformation included as part of the Trust's registration statement filed with the Securities and Exchange Commission ("SEC"), as they may be amended from time to time, ("Registration Statement") copies of which shall be provided to the Portfolio Manager by the Manager; and (iib) make investment decisions with respect to Allocated Assets; (iii) place the placement of orders to purchase and sell securities andfor the Fund. At the request of the Trustees or the Manager, where the Portfolio Manager shall, upon receipt of reasonable notice from the Manager, report to the Board of Trustees of the Trust regularly at such times and in such detail as the Board or the Manager may from time to time determine to be appropriate,. The Manager has herewith furnished the Portfolio Manager copies of each Fund's current Prospectus, commodity futures contracts Statement of Additional Information, Declaration and options Bylaws and agrees during the continuance of this Agreement to furnish the Portfolio Manager copies of any type amendments or supplements thereto before or at the time the amendments or supplements become effective. The Portfolio Manager will be entitled to rely on all such documents furnished to it by the Manager or the Trust. The Portfolio Manager further agrees that, in performing its duties hereunder, it will: (a) comply with the 1940 Act and all rules and regulations thereunder, the Advisers Act, the Internal Revenue Code (the "Code") and all other applicable federal and state laws and regulations, and with any applicable procedures adopted by the Trustees; (b) use reasonable efforts to manage the Assets, and to coordinate its activities with the Manager and any other portfolio manager of a particular Fund, if any, so that the Fund will qualify, and continue to qualify, as a regulated investment company under Subchapter M of the Code and regulations issued thereunder. The Manager shall perform quarterly and annual tax compliance tests to ensure that the Fund is in compliance with Subchapter M and Section 817(h) of the Code. In connection with such compliance tests, the Manager shall prepare and provide reports to the Portfolio Manager within ten (10) business days of a calendar quarter end relating to the diversification of the Fund under Subchapter M and Section 817(h) of the Code. If the Manager determines that the Fund is not in compliance with the requirements noted above, the Portfolio Manager, upon notification from the Manager, will take prompt action to bring the Fund back into compliance within the time permitted under the Code; (c) place orders for the investment of the Assets directly with the issuer, or with any broker or dealer, in accordance with applicable policies expressed in the prospectus and/or Statement of Additional Information with respect to Allocated Assets; each Fund and in accordance with applicable legal requirements. Specifically, in executing portfolio transactions and selecting broker-dealers, the Portfolio Manager will use its best efforts to seek best execution on behalf of each Fund. In assessing the best execution available for any transaction, the Portfolio Manager shall consider all factors it deems relevant, including the breadth of the market in the security, the price of the security, the financial condition and execution capability of the broker-dealer, the reasonableness of the commission, if any (ivall for the specific transaction and on a continuing basis). In evaluating the best execution available, and in selecting the broker-dealer to execute a particular transaction, the Portfolio Manager may also consider the brokerage and research services (as those terms are used in Section 28(e) vote proxies if of the Securities and Exchange Act of 1934) provided to a Fund and /or other accounts over which the Portfolio Manager or an affiliate of the Portfolio Manager exercises investment discretion. The Portfolio Manager is authorized to pay a broker-dealer who provides such responsibility brokerage and research services a commission for executing a portfolio transaction for a Fund which is delegated in excess of the amount of commission another broker-dealer would have charged for effecting that transaction if, but only if, the Portfolio Manager determines in good faith that such commission was reasonable in relation to the Adviser value of the brokerage and research services provided by such broker-dealer viewed in terms of that particular transaction or in terms of all of the Board of Trustees.accounts over which investment discretion is so exercised; (bd) The Adviser will keep furnish to the Trust and the Manager whatever statistical information the Trust , the Manager or such other portfolio manager, if any, may reasonably request with respect to the Assets or contemplated investments; keep the Manager and the Trustees informed of developments materially affecting the Portfolio and shalleach Fund's portfolio; and, on the Adviser’s Portfolio Manager's own initiative, furnish to the Trust and the Manager from time to time whatever information the Adviser Portfolio Manager believes appropriate for this purpose.appropriate; (ce) make available to the Trust's administrator (the "Administrator"), the Trust or the Manager, promptly upon their request, such copies of its investment records and ledgers with respect to each Fund as may be required to assist the Administrator, the Trust and the Manager in their compliance with applicable laws and regulations. The Adviser Portfolio Manager will furnish the Trustees with such periodic and special reports regarding the Fund as the Trustees may reasonably request; (f) immediately notify the Trust and the Manager in the event that the Portfolio Manager or any of its advisory affiliates, as defined in the instructions to Form ADV: (1) becomes aware that it is subject to a statutory disqualification that prevents the Portfolio Manager from serving as a portfolio manager pursuant to this Agreement; or (2) becomes aware that it is the subject of a publicly announced administrative proceeding or enforcement action by the SEC or other regulatory authority. The Portfolio Manager further agrees thatto notify the Trust and the Manager immediately of any material fact known to the Portfolio Manager respecting or relating to the Portfolio Manager that is not contained in the Trust's Registration Statement regarding the Funds, or any amendment or supplement thereto, but that is required to be disclosed therein, and of any statement contained therein that becomes untrue in any material respect; (g) in making investment decisions with respect to the management of the Allocated Assets, it will comply with applicable provisions of the Investment Company Act of 1940, as amended (the “Act”), and all rules and regulations thereunder, all applicable federal and state laws and regulations and with any applicable procedures adopted by the Trust’s Board of Trustees, provided use no inside information that may be in writing to the Adviser. When engaging in transactions in securities its possession or other assets for the Portfolio with any adviser to any other fund or portfolio under common control with the Portfolio, including any adviser that is a principal underwriter or an “affiliated person” (as defined in the Act) possession of a principal underwriter in connection with such transactions, the Adviser or any of its “affiliated persons” affiliates, nor will the Portfolio Manager seek to obtain any such information. Except as otherwise provided in this Agreement, the Portfolio Manager shall not consult (other than be responsible hereunder for purposes of complying with Rule 12d3-1(a) compliance monitoring, reporting or testing or for preparing or maintaining books and (b)) with such other adviser. (d) The Manager will provide records for a Fund or otherwise providing accounting services to the Adviser at Fund and such services shall be provided by others retained by the end of each calendar month a list (the “Monthly List”) of the securities comprising the Allocated Assets as of such month endFund. The Adviser agrees that it will review the Monthly List Portfolio Manager shall have access to such reports and promptly alert the Manager’s controller, by facsimile at (000) 000-0000 or such other means as they may agree, as to any discrepancies between the Adviser’s records of such holdings and the Monthly List. Upon the specific request of the Manager, the Adviser shall provide to the Manager the Adviser’s opinion as to the value of a security included in the Allocated Assets in order to assist the Manager, or the Trust’s Board of Trustees, as the case may be, it in determining the value of such securityperforming its services hereunder.

Portfolio Management Duties. (a) Subject to the supervision of the Manager and the Trust’s 's Board of Trustees, the Adviser will (i) manage the portion of the Portfolio’s 's assets allocated to the Adviser by the Manager and subject to the review of the Board of Trustees (“"Allocated Assets”") in accordance with the Portfolio’s 's investment objectives, policies and limitations as stated in the Trust’s 's Prospectus and Statement of Additional Information; (ii) make investment decisions with respect to Allocated Assets; and (iii) place orders to purchase and sell securities and, where appropriate, commodity futures contracts and options of any type with respect to Allocated Assets; and (iv) vote proxies if such responsibility is delegated to the Adviser by the Board of Trustees. (b) The Adviser will keep the Trust and the Manager informed of developments materially affecting the Portfolio and shall, on the Adviser’s 's own initiative, furnish to the Trust and the Manager from time to time whatever information the Adviser believes appropriate for this purpose. (c) The Adviser agrees that, with respect to the management of the Allocated Assets, it will comply with applicable provisions of the Investment Company Act of 1940, as amended (the “"Act”"), and all rules and regulations thereunder, all applicable federal and state laws and regulations and with any applicable procedures adopted by the Trust’s 's Board of Trustees, provided in writing or such other means as they may agree, to the Adviser. When engaging in transactions in securities or other assets for the Portfolio with any adviser to any other fund or portfolio under common control with the Portfolio, including any adviser that is a principal underwriter or an “affiliated person” (as defined in the Act) of a principal underwriter in connection with such transactions, the Adviser or any of its “affiliated persons” will not consult (other than for purposes of complying with Rule 12d3-1(a) and (b)) with such other adviser. (d) The Manager will provide to the Adviser at the end of each calendar month a list (the “"Monthly List”") of the securities comprising the Allocated Assets as of such month end. The Adviser agrees that it will review the Monthly List and promptly alert the Manager’s 's controller, by facsimile at (000) 000-0000 or such other means as they may agree, as to any discrepancies between the Adviser’s 's records of such holdings and the Monthly List. Upon the specific request of the Manager, the Adviser shall provide to the Manager the Adviser’s 's opinion as to the value of a security included in the Allocated Assets in order to assist the Manager, or the Trust’s 's Board of Trustees, as the case may be, in determining the value of such security.

Portfolio Management Duties. (a) Subject to the supervision of the Manager and the Trust’s Board of Trustees, the Adviser will (i) manage the portion of the Portfolio’s assets allocated to the Adviser by the Manager and subject to the review of the Board of Trustees (“Board”) and the Manager, the Subadvisor will provide a continuous investment program for the Fund’s Allocated Assets and determine the composition of the assets of the Fund’s Allocated Assets”) , including determination of the purchase, retention or sale of the securities, cash and other investments contained in the portfolio. The Subadvisor will conduct investment research and conduct a continuous program of evaluation, investment, sales and reinvestment of the Fund’s Allocated Assets by determining the securities and other investments that shall be purchased, entered into, sold, closed or exchanged for the Fund, when these transactions should be executed, and what portion of the Allocated Assets of the Fund should be held in the various securities and other investments in which it may invest, and the Subadvisor is hereby authorized to execute and perform such services on behalf of the Fund. The Subadvisor will provide the services under this Agreement in accordance with the PortfolioFund’s investment objective or objectives, policies and limitations restrictions as stated in the Trust’s Prospectus Registration Statement filed with the Securities and Statement Exchange Commission (the “SEC”), as amended, copies of Additional Information; (ii) make investment decisions with respect to Allocated Assets; (iii) place orders to purchase and sell securities and, where appropriate, commodity futures contracts and options of any type with respect to Allocated Assets; and (iv) vote proxies if such responsibility is delegated which shall be delivered to the Adviser Subadvisor by the Board Manager. The Subadvisor further agrees as follows: (a) The Subadvisor understands that the Allocated Assets of Trusteesthe Fund need to be managed so as to permit the Fund to qualify or continue to qualify as a regulated investment company under Subchapter M of the Internal Revenue Code, and will coordinate efforts with the Manager with that objective. (b) The Adviser Subadvisor will keep the Trust and the Manager informed of developments materially affecting the Portfolio and shallconform, on the Adviser’s own initiative, furnish to the Trust and the Manager from time to time whatever information the Adviser believes appropriate for this purpose. (c) The Adviser agrees thatin all material respects, with respect to the management of the Allocated Assets, it will comply with applicable provisions of the Investment Company 1940 Act of 1940, as amended (the “Act”), and all rules and regulations thereunder, all other applicable federal and state laws and regulations and with regulations, any applicable procedures adopted by the Trust’s Board of Trustees, provided in writing which a copy has been delivered to the Adviser. When engaging in transactions in securities Subadvisor, and the provisions of the Registration Statement of the Trust under the Securities Act of 1933, as amended (the “1933 Act”), and the 1940 Act, as supplemented or other assets for amended, copies of which shall be delivered to the Portfolio with any adviser Subadvisor by the Manager. (c) On occasions when the Subadvisor deems the purchase or sale of a security to any other fund or portfolio under common control with the Portfolio, including any adviser that is a principal underwriter or an “affiliated person” (as defined be in the Act) best interest of a principal underwriter in connection with such transactions, the Adviser Fund as well as of other investment advisory clients of the Subadvisor or any of its “affiliated persons” affiliates, the Subadvisor may, to the extent permitted by applicable laws and regulations, but shall not be obligated to, aggregate the securities to be so sold or purchased with those of its other clients where such aggregation is not inconsistent with the policies set forth in the Registration Statement. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will not consult (other than for purposes be made by the Subadvisor in a manner that, over time, is fair and equitable in the judgment of complying with Rule 12d3-1(a) the Subadvisor in the exercise of its fiduciary obligations to the Trust and (b)) with to such other adviserclients, subject to review by the Manager and the Board. The Manager recognizes that in some cases this procedure may adversely affect the results obtained for the Fund. (d) The Manager In connection with the purchase and sale of securities for the Fund, the Subadvisor will provide arrange for the transmission to the Adviser at custodian and portfolio accounting agent for the end Fund, on a daily basis, such confirmation, trade tickets and other documents and information, including, but not limited to, CUSIP, Sedol or other numbers that identify securities to be purchased or sold on behalf of each calendar month a list the Fund, as may be reasonably necessary to enable the custodian and portfolio accounting agent to perform their administrative and recordkeeping responsibilities with respect to the Fund. With respect to portfolio securities to be purchased or sold through the Depository Trust and Clearing Corporation, the Subadvisor will arrange for the automatic transmission of the confirmation of such trades to the Trust’s custodian and portfolio accounting agent. (e) The Subadvisor will assist the custodian and portfolio accounting agent for the Trust in determining or confirming, consistent with the procedures and policies stated in the Registration Statement for the Trust, the value of any portfolio securities or other Allocated Assets of the Fund for which the custodian and portfolio accounting agent seek assistance from, or which they identify for review by, the Subadvisor. (f) The Subadvisor will make available to the Trust and the Manager, promptly upon request, all of the Fund’s investment records and ledgers maintained by the Subadvisor (which shall not include the records and ledgers maintained by the custodian or portfolio accounting agent for the Trust) as are necessary to assist the Trust and the Manager to comply with requirements of the 1940 Act and the Investment Advisers Act of 1940, as amended (the “Monthly ListAdvisers Act”) ), as well as other applicable laws. The Subadvisor will furnish to regulatory agencies having the requisite authority any information or reports in connection with such services that may be requested in order to ascertain whether the operations of the Trust are being conducted in a manner consistent with applicable laws and regulations. (g) The Subadvisor will provide reports to the Trust’s Board, for consideration at meetings of the Board, on the investment program for the Fund and the issuers and securities comprising represented in the Fund’s Allocated Assets Assets, and will furnish the Trust’s Board with respect to the Fund such periodic and special reports as of the Trustees and the Manager may reasonably request. (h) In rendering the services required under this Agreement, the Subadvisor may, from time to time, employ or associate with itself such month endentity, entities, person or persons as it believes necessary to assist it in carrying out its obligations under this Agreement. The Adviser agrees Subadvisor may not, however, retain as subadvisor any company that it will review would be an “investment adviser” as that term is defined in the Monthly List 1940 Act, to the Fund unless the contract with such company is approved by a majority of the Trust’s Board and promptly alert the Manager’s controller, by facsimile at (000) 000-0000 or such other means as they may agree, as a majority of Trustees who are not parties to any discrepancies between agreement or contract with such company and who are not “interested persons” as defined in the Adviser’s records 1940 Act, of such holdings and the Monthly List. Upon the specific request of Trust, the Manager, the Adviser shall provide Subadvisor or any such company that is retained as subadvisor, and also is approved by the vote of a majority of the outstanding voting securities of the Fund to the Manager extent required by the Adviser’s opinion as 1940 Act. The Subadvisor shall be responsible for making reasonable inquiries and for reasonably ensuring that any employee of the Subadvisor, any subadvisor that the Subadvisor has employed or with which it has associated with respect to the value of a security included in the Allocated Assets in order to assist the ManagerFund, or any employee thereof has not, to the Trustbest of the Subadvisor’s Board of Trustees, as the case may beknowledge, in determining any material connection with the value handling of such Trust assets: (i) been convicted, within the last ten (10) years, of any felony or misdemeanor arising out of conduct involving embezzlement, fraudulent conversion or misappropriation of funds or securities, involving violations of Sections 1341, 1342, or 1343 of Xxxxx 00, Xxxxxx Xxxxxx Code, or involving the purchase or sale of any security; or (ii) been found by any state regulatory authority, within the last ten (10) years, to have violated or to have acknowledged violation of any provision of any state insurance law involving fraud, deceit or knowing misrepresentation; or (iii) been found by any federal or state regulatory authorities, within the last ten (10) years, to have violated or to have acknowledged violation of any provision of federal or state securities laws involving fraud, deceit or knowing misrepresentation.

Portfolio Management Duties. (a) Subject to the supervision of the Manager and of the Trustees of the Trust’s Board of Trustees, the Adviser will (i) Subadvisor shall manage the portion composition of the Portfolio’s assets allocated to Fund Account, including the Adviser by the Manager purchase, retention and subject to the review of the Board of Trustees (“Allocated Assets”) disposition thereof, in accordance with the PortfolioFund’s investment objectives, policies and limitations restrictions as stated in the TrustFund’s Prospectus and Statement of Additional Information; Information (iisuch Prospectus and Statement of Additional Information for the Fund as currently in effect and as amended or supplemented in writing from time to time, being herein called the “Prospectus”). The Subadvisor’s responsibility for providing portfolio management services hereunder shall be limited to only the Fund Account, and the Subadvisor agrees that it shall not consult with any investment advisor(s) make (within the meaning of the Act) to the Fund or any other registered investment decisions company or portfolio series thereof under common control with the Fund concerning transactions for the Fund Account in securities or other assets such that the exemptions under Rule 10f-3, Rule 12d3-1 and/or Rule 17a-10 under the Act would not be available with respect to Allocated Assets; (iii) place orders to purchase and sell securities and, where appropriate, commodity futures contracts and options of any type the Fund. The Subadvisor shall exercise voting authority with respect to Allocated Assets; and (iv) proxies that the Fund is entitled to vote proxies if by virtue of the ownership of assets attributable to that portion of the Fund for which the Subadvisor has investment management responsibility, provided that such responsibility is delegated authority may be revoked in whole or in part by the Manager at any time upon notice to the Adviser Subadvisor and provided further that the exercise of such authority shall be subject to review by the Board Manager and the Trustees of Trusteesthe Trust. The Subadvisor shall exercise its proxy voting authority hereunder in accordance with such proxy voting policies and procedures as the Manager or the Trust may designate from time to time. The Subadvisor shall provide such information relating to its exercise of proxy voting authority hereunder (including the manner in which it has voted proxies and its resolution of conflicts of interest) as reasonably requested by the Manager from time to time. (b) The Adviser will keep Subadvisor shall maintain such books and records pursuant to Rule 31a-1 under the Trust Act and the Manager informed of developments materially affecting the Portfolio and shall, on the Adviser’s own initiative, furnish to the Trust and the Manager from time to time whatever information the Adviser believes appropriate for this purpose. (c) The Adviser agrees that, with respect to the management of the Allocated Assets, it will comply with applicable provisions of Rule 204-2 under the Investment Company Advisers Act of 1940, as amended (the “Advisers Act”), with respect to the Fund Account as shall be specified by the Manager from time to time, and shall maintain such books and records for the periods specified in the rules under the Act or the Advisers Act. In accordance with Rule 31a-3 under the Act, the Subadvisor agrees that all rules and regulations thereunder, all applicable federal and state laws and regulations and with any applicable procedures adopted by records under the Act shall be the property of the Trust. (c) The Subadvisor shall provide the Trust’s Board of TrusteesCustodian, provided and the Manager on each business day with information relating to all transactions concerning the Fund Account. In addition, the Subadvisor shall be responsive to requests from the Manager or the Trust’s Custodian for assistance in writing to the Adviser. When engaging in transactions in obtaining price sources for securities or other assets for the Portfolio with any adviser to any other fund or portfolio under common control with the Portfolio, including any adviser that is a principal underwriter or an “affiliated person” (as defined held in the Act) Fund Account, as well as for periodically reviewing the prices of a principal underwriter in connection with the securities assigned by the Manager or the Trust’s Custodian for reasonableness and advising the Manager should any such transactions, the Adviser or any of its “affiliated persons” will not consult (other than for purposes of complying with Rule 12d3-1(a) and (b)) with such other adviserprices appear to be incorrect. (d) The Manager will provide Subadvisor agrees to maintain adequate compliance procedures to ensure its compliance with the Adviser at the end of each calendar month a list (the “Monthly List”) of the securities comprising the Allocated Assets as of such month end. The Adviser agrees that it will review the Monthly List and promptly alert the Manager’s controller, by facsimile at (000) 000-0000 or such other means as they may agree, as to any discrepancies between the Adviser’s records of such holdings and the Monthly List. Upon the specific request of the ManagerAct, the Adviser shall provide to Advisers Act and other applicable federal and state regulations, and review information provided by the Manager the Adviser’s opinion as to the value of a security included in the Allocated Assets in order to assist the Manager, Manager in its compliance review program. (e) The Subadvisor agrees to maintain an appropriate level of errors and omissions or the Trust’s Board of Trustees, as the case may be, in determining the value of such securityprofessional liability insurance coverage.

Portfolio Management Duties. (a) Subject to the supervision of the Manager and of the Trustees of the Trust’s Board of Trustees, the Adviser will (i) Subadvisor shall manage the portion composition of the Portfolio’s assets allocated to Fund Account, including the Adviser by the Manager purchase, retention and subject to the review of the Board of Trustees (“Allocated Assets”) disposition thereof, in accordance with the PortfolioFund’s investment objectives, policies and limitations restrictions as stated in the TrustFund’s Prospectus and Statement of Additional Information; Information (iisuch Prospectus and Statement of Additional Information for the Fund as currently in effect and as amended or supplemented in writing from time to time, being herein called the “Prospectus”). The Subadvisor’s responsibility for providing portfolio management services hereunder shall be limited to only the Fund Account, and the Subadvisor agrees that it shall not consult with any investment advisor(s) make (within the meaning of the Act) to the Fund or any other registered investment decisions company or portfolio series thereof under common control with the Fund concerning transactions for the Fund Account in securities or other assets such that the exemptions under Rule 10f-3, Rule 12d3-1 and/or Rule 17a-10 under the Act would not be available with respect to Allocated Assets; (iii) place orders to purchase and sell securities and, where appropriate, commodity futures contracts and options of any type the Fund. The Subadvisor shall exercise voting authority with respect to Allocated Assets; and (iv) proxies that the Fund is entitled to vote proxies if by virtue of the ownership of assets attributable to that portion of the Fund for which the Subadvisor has investment management responsibility, provided that such responsibility is delegated authority may be revoked in whole or in part by the Manager at any time upon notice to the Adviser Subadvisor and provided further that the exercise of such authority shall be subject to review by the Board Manager and the Trustees of Trusteesthe Trust. The Subadvisor shall exercise its proxy voting authority hereunder in accordance with such proxy voting policies and procedures as the Manager or the Trust may designate from time to time. The Subadvisor shall provide such information relating to its exercise of proxy voting authority hereunder (including the manner in which it has voted proxies and its resolution of conflicts of interest) as reasonably requested by the Manager from time to time. (b) The Adviser will keep Subadvisor shall maintain such books and records pursuant to Rule 31a-1 under the Trust Act and the Manager informed of developments materially affecting the Portfolio and shall, on the Adviser’s own initiative, furnish to the Trust and the Manager from time to time whatever information the Adviser believes appropriate for this purpose. (c) The Adviser agrees that, with respect to the management of the Allocated Assets, it will comply with applicable provisions of Rule 204-2 under the Investment Company Advisers Act of 1940, as amended (the “Advisers Act”), with respect to the Fund Account as shall be specified by the Manager from time to time, and shall maintain such books and records for the periods specified in the rules under the Act or the Advisers Act. In accordance with Rule 31a-3 under the Act, the Subadvisor agrees that all rules such records shall be the property of the Trust. The Subadvisor may, at its expense, make and regulations thereunder, all applicable federal and state laws and regulations and with retain copies of any applicable procedures adopted by such records. (c) The Subadvisor shall provide the Trust’s Board of TrusteesCustodian, provided and the Manager on each business day with information relating to all transactions concerning the Fund Account. In addition, the Subadvisor shall be responsive to requests from the Manager or the Trust’s Custodian for assistance in writing to the Adviser. When engaging in transactions in obtaining price sources for securities or other assets for the Portfolio with any adviser to any other fund or portfolio under common control with the Portfolio, including any adviser that is a principal underwriter or an “affiliated person” (as defined held in the Act) Fund Account, as well as for periodically reviewing the prices of a principal underwriter in connection with the securities assigned by the Manager or the Trust’s Custodian for reasonableness and advising the Manager should any such transactions, the Adviser or any of its “affiliated persons” will not consult (other than for purposes of complying with Rule 12d3-1(a) and (b)) with such other adviserprices appear to be incorrect. (d) The Manager will provide Subadvisor agrees to maintain adequate compliance procedures to ensure its compliance with the Adviser at the end of each calendar month a list (the “Monthly List”) of the securities comprising the Allocated Assets as of such month end. The Adviser agrees that it will review the Monthly List and promptly alert the Manager’s controller, by facsimile at (000) 000-0000 or such other means as they may agree, as to any discrepancies between the Adviser’s records of such holdings and the Monthly List. Upon the specific request of the ManagerAct, the Adviser shall provide to Advisers Act and other applicable federal and state regulations, and review information provided by the Manager the Adviser’s opinion as to the value of a security included in the Allocated Assets in order to assist the Manager, Manager in its compliance review program. (e) The Subadvisor agrees to maintain an appropriate level of errors and omissions or the Trust’s Board of Trustees, as the case may be, in determining the value of such securityprofessional liability insurance coverage.

Portfolio Management Duties. (a) Subject to the supervision of the Manager and the Trust’s Board of Trustees, the Adviser will (i) manage the portion of the Portfolio’s assets allocated to the Adviser by the Manager and subject to the review of the Board of Trustees (“Allocated Assets”) in accordance with the Portfolio’s investment objectives, policies and limitations as stated in the Trust’s Prospectus and Statement of Additional Information, as provided by the Manager; (ii) make investment decisions with respect to Allocated Assets; and (iii) place orders to purchase and sell securities and, where appropriate, commodity futures contracts and options of any type with respect to Allocated Assets; and (iv) vote proxies if such responsibility is delegated to the Adviser by the Board of Trustees. (b) The Adviser will keep the Trust and the Manager informed of developments materially affecting the Portfolio and shall, on the Adviser’s own initiative, furnish to the Trust and the Manager from time to time whatever information the Adviser believes appropriate for this purpose. (c) The Adviser agrees that, with respect to the management of the Allocated Assets, it will comply with applicable provisions of the Investment Company Act of 1940, as amended (the “Act”), and all rules and regulations thereunder, all applicable federal and state laws and regulations and with any applicable procedures adopted by the Trust’s Board of Trustees, provided in writing or such other means as they may agree, to the Adviser. When engaging in transactions in securities or other assets for the Portfolio with any adviser to any other fund or portfolio under common control with the Portfolio, including any adviser that is a principal underwriter or an “affiliated person” (as defined in the Act) of a principal underwriter in connection with such transactions, the Adviser or any of its “affiliated persons” will not consult (other than for purposes of complying with Rule 12d3-1(a) and (b)) with such other adviser. (d) The Manager will provide to the Adviser at the end of each calendar month a list (the “Monthly List”) of the securities comprising the Allocated Assets as of such month end. The Adviser agrees that it will review the Monthly List and promptly alert the Manager’s controller, by facsimile at (000) 000-0000 or such other means as they may agree, as to any discrepancies between the Adviser’s records of such holdings and the Monthly List. Upon the specific request of the Manager, the Adviser shall provide to the Manager the Adviser’s opinion as to the value of a security included in the Allocated Assets in order to assist the Manager, or the Trust’s Board of Trustees, as the case may be, in determining the value of such security.

Portfolio Management Duties. (a) Subject to the supervision of the Manager and of the Trustees of the Trust’s Board of Trustees, the Sub-Adviser will (i) shall manage the portion composition of the Portfolio’s assets allocated to Fund Account, including the Adviser by the Manager purchase, retention and subject to the review of the Board of Trustees (“Allocated Assets”) disposition thereof, in accordance with the PortfolioFund’s investment objectives, policies and limitations restrictions as stated in the TrustFund’s Prospectus and Statement of Additional Information; Information (ii) make investment decisions with respect such Prospectus and Statement of Additional Information for the Fund as currently in effect and as amended or supplemented in writing from time to Allocated Assets; (iii) place orders to purchase and sell securities andtime, where appropriate, commodity futures contracts and options of any type with respect to Allocated Assets; and (iv) vote proxies if such responsibility is delegated to being herein called the Adviser by the Board of Trustees“Prospectus”). (b) The Sub-Adviser will keep shall maintain such books and records pursuant to Rule 31a-1 under the Trust Act and the Manager informed of developments materially affecting the Portfolio and shall, on the Adviser’s own initiative, furnish to the Trust and the Manager from time to time whatever information the Adviser believes appropriate for this purpose. (c) The Adviser agrees that, with respect to the management of the Allocated Assets, it will comply with applicable provisions of Rule 204-2 under the Investment Company Advisers Act of 1940, as amended (the “Advisers Act”), with respect to the Fund Account as shall be specified by the Manager from time to time, and shall maintain such books and records for the periods specified in the rules under the Act or the Advisers Act. In accordance with Rule 31a-3 under the Act, the Sub-Adviser agrees that all rules and regulations thereunder, all applicable federal and state laws and regulations and with any applicable procedures adopted by records under the Act shall be the property of the Trust. (c) The Sub-Adviser shall provide the Trust’s Board of TrusteesCustodian, provided and the Manager on each business day with information relating to all transactions concerning the Fund Account. In addition, the Sub-Adviser shall be responsive to requests from the Manager or the Trust’s Custodian for assistance in writing to the Adviser. When engaging in transactions in obtaining price sources for securities or other assets for the Portfolio with any adviser to any other fund or portfolio under common control with the Portfolio, including any adviser that is a principal underwriter or an “affiliated person” (as defined held in the Act) Fund Account, as well as for periodically reviewing the prices of a principal underwriter in connection with the securities assigned by the Manager or the Trust’s Custodian for reasonableness and advising the Manager should any such transactions, the Adviser or any of its “affiliated persons” will not consult (other than for purposes of complying with Rule 12d3-1(a) and (b)) with such other adviserprices appear to be incorrect. (d) The Manager will provide to the Adviser at the end of each calendar month a list (the “Monthly List”) of the securities comprising the Allocated Assets as of such month end. The Sub-Adviser agrees that it will review to maintain adequate compliance procedures to ensure its compliance with the Monthly List and promptly alert the Manager’s controller, by facsimile at (000) 000-0000 or such other means as they may agree, as to any discrepancies between the Adviser’s records of such holdings and the Monthly List. Upon the specific request of the Manager1940 Act, the Adviser shall provide to Advisers Act and other applicable federal and state regulations, and review information provided by the Manager the Adviser’s opinion as to the value of a security included in the Allocated Assets in order to assist the Manager, Manager in its compliance review program. (e) The Sub-Adviser agrees to maintain an appropriate level of errors and omissions or the Trust’s Board of Trustees, as the case may be, in determining the value of such securityprofessional liability insurance coverage.

Portfolio Management Duties. (a) Subject to the supervision of the Manager and of the Trustees of the Trust’s Board of Trustees, the Adviser will (i) Subadvisor shall manage the portion composition of the Portfolio’s assets allocated to Fund Account, including the Adviser by the Manager purchase, retention and subject to the review of the Board of Trustees (“Allocated Assets”) disposition thereof, in accordance with the PortfolioFund’s investment objectives, policies and limitations restrictions as stated in the TrustFund’s Prospectus and Statement of Additional Information; Information (iisuch Prospectus and Statement of Additional Information for the Fund as currently in effect and as amended or supplemented in writing from time to time, being herein called the “Prospectus”). The Subadvisor’s responsibility for providing portfolio management services hereunder shall be limited to only the Fund Account, and the Subadvisor agrees that it shall not consult with any investment advisor(s) make (within the meaning of the Act) to the Fund or any other registered investment decisions company or portfolio series thereof under common control with the Fund concerning transactions for the Fund Account in securities or other assets such that the exemptions under Rule 10f-3, Rule 12d3-1 and/or Rule 17a-10 under the Act would not be available with respect to Allocated Assets; (iii) place orders to purchase and sell securities and, where appropriate, commodity futures contracts and options of any type the Fund. The Subadvisor shall exercise voting authority with respect to Allocated Assets; and (iv) proxies that the Fund is entitled to vote proxies if by virtue of the ownership of assets attributable to that portion of the Fund for which the Subadvisor has investment management responsibility, provided that such responsibility is delegated authority may be revoked in whole or in part by the Manager at any time upon notice to the Adviser Subadvisor and provided further that the exercise of such authority shall be subject to review by the Board Manager and the Trustees of Trusteesthe Trust. The Subadvisor shall exercise its proxy voting authority hereunder in accordance with such proxy voting policies and procedures as the Manager or the Trust may designate from time to time. The Subadvisor shall provide such information relating to its exercise of proxy voting authority hereunder (including the manner in which it has voted proxies and its resolution of conflicts of interest) as reasonably requested by the Manager from time to time. (b) The Adviser will keep Subadvisor shall maintain such books and records pursuant to Rule 31a-1 under the Trust Act and the Manager informed of developments materially affecting the Portfolio and shall, on the Adviser’s own initiative, furnish to the Trust and the Manager from time to time whatever information the Adviser believes appropriate for this purpose. (c) The Adviser agrees that, with respect to the management of the Allocated Assets, it will comply with applicable provisions of Rule 204-2 under the Investment Company Advisers Act of 1940, as amended (the “Advisers Act”), with respect to the Fund Account as shall be specified by the Manager from time to time, and shall maintain such books and records for the periods specified in the rules under the Act or the Advisers Act. In accordance with Rule 31a-3 under the Act, the Subadvisor agrees that all rules and regulations thereunder, all applicable federal and state laws and regulations and with any applicable procedures adopted by records under the Act shall be the property of the Trust. (c) The Subadvisor shall provide the Trust’s Board of TrusteesCustodian, provided and the Manager on each business day with information relating to all transactions concerning the Fund Account. In addition, the Subadvisor shall be responsive to requests from the Manager or the Trust’s Custodian for assistance in writing to the Adviser. When engaging in transactions in obtaining price sources for securities or other assets for the Portfolio with any adviser to any other fund or portfolio under common control with the Portfolio, including any adviser that is a principal underwriter or an “affiliated person” (as defined held in the Act) Fund Account, as well as for periodically reviewing the prices of a principal underwriter in connection with the securities assigned by the Manager or the Trust’s Custodian for reasonableness and advising the Manager should any such transactions, the Adviser or any of its “affiliated persons” will not consult (other than for purposes of complying with Rule 12d3-1(a) and (b)) with such other adviserprices appear to be incorrect. (d) The Manager will provide Subadvisor agrees to maintain adequate compliance procedures to ensure its compliance with the Adviser at the end of each calendar month a list (the “Monthly List”) of the securities comprising the Allocated Assets as of such month end. The Adviser agrees that it will review the Monthly List and promptly alert the Manager’s controller, by facsimile at (000) 000-0000 or such other means as they may agree, as to any discrepancies between the Adviser’s records of such holdings and the Monthly List. Upon the specific request of the Manager1940 Act, the Adviser shall provide to Advisers Act and other applicable federal and state regulations, and review information provided by the Manager the Adviser’s opinion as to the value of a security included in the Allocated Assets in order to assist the Manager, Manager in its compliance review program. (e) The Subadvisor agrees to maintain an appropriate level of errors and omissions or the Trust’s Board of Trustees, as the case may be, in determining the value of such securityprofessional liability insurance coverage.

Portfolio Management Duties. Subject to the overall supervision of the Trustees and the Manager, the Portfolio Manager is hereby granted full responsibility and discretion, with respect to such portion of the Fund's assets as shall be allocated to it by the Manager for management pursuant to this Agreement from time to time (the "Assets"), for (a) Subject to the supervision management of the Manager and the Trust’s Board of Trustees, the Adviser will (i) manage the portion of the Portfolio’s assets allocated to the Adviser by the Manager and subject to the review of the Board of Trustees (“Allocated Assets”) Assets in accordance with the Portfolio’s Fund's investment objectives, policies and limitations as stated in the Trust’s Prospectus its prospectus and Statement of Additional InformationInformation included as part of the Trust's registration statement filed with the Securities and Exchange Commission (the "SEC"), as they may be amended from time to time (the "Registration Statement"), copies of which shall be provided to the Portfolio Manager by the Manager; and (iib) make investment decisions with respect to Allocated Assets; (iii) place the placement of orders to purchase and sell securities andfor the Fund. The Portfolio Manager shall provide such reports as may be reasonably requested by the Fund's Trustees or the Manager, where appropriatewith such frequency and in such form as mutually agreed upon by the Portfolio Manager and the Trustees or Manager, commodity futures contracts as the case may be. The Manager has herewith furnished the Portfolio Manager copies of the Fund's current Prospectus, Statement of Additional Information, Declaration and options Bylaws and agrees during the continuance of this Agreement to furnish the Portfolio Manager copies of any type with respect amendments or supplements thereto before or at the time the amendments or supplements become effective. The Portfolio Manager will be entitled to Allocated Assets; and (iv) vote proxies if rely on all such responsibility is delegated documents furnished to the Adviser it by the Board of Trustees. (b) Manager or the Trust. The Adviser will keep the Trust and the Portfolio Manager informed of developments materially affecting the Portfolio and shall, on the Adviser’s own initiative, furnish to the Trust and the Manager from time to time whatever information the Adviser believes appropriate for this purpose. (c) The Adviser further agrees that, with respect to the management of the Allocated Assetsin performing its duties hereunder, it will will: (a) comply with applicable provisions of the Investment Company 1940 Act of 1940, as amended (the “Act”), and all rules and regulations thereunder, the Advisers Act, the Internal Revenue Code (the "Code") and all other applicable federal and state laws and regulations regulations, and with any applicable procedures adopted by the Trust’s Board of Trustees. Notwithstanding the foregoing, the Portfolio Manager shall have no responsibility to monitor compliance with limitations or restrictions (other than applicable restrictions under the Fund's Registration Statement or the 0000 Xxx) for which information from the Manager or its authorized agent is necessary to enable the Portfolio Manager to monitor compliance with such limitations or restrictions, unless such information is provided to the Portfolio Manager in writing and as otherwise agreed upon. Despite the Portfolio Manager's obligations hereunder, the Manager retains overall responsibility for the Fund's compliance with applicable restrictions and limitations to the Adviserextent that a particular function is not specifically assigned to the Portfolio Manager under this Agreement. When engaging in transactions in securities or other assets The Manager acknowledges that the Portfolio Manager is not the compliance agent for the Fund or the Manager, and does not have access to the Fund's books and records necessary to perform certain compliance testing. The Portfolio Manager shall perform the services specified in this agreement in accordance with the Fund's Registration Statement, guidelines established by the Fund and in accordance with applicable law (including Subchapters M and L of the Code, the 1940 Act and the Advisers Act ("Applicable Law")), and shall perform such services based upon its books and records with respect to the Fund, and shall not be held responsible under this Agreement so long as it performs such services in accordance with this Agreement, the Registration Statement and Applicable Law based upon such books and records. The Portfolio Manager shall have no responsibility to monitor certain limitations or restrictions for which the Portfolio Manager has not been provided sufficient information in accordance with this Agreement. All such monitoring shall be the responsibility of the Manager. (b) use reasonable efforts to manage the Assets, and to coordinate its activities with the Manager and any other portfolio manager of the Fund, so that the Fund will qualify, and continue to qualify, as a regulated investment company under Subchapter M of the Code and regulations issued thereunder; place orders for the investment of the Assets directly with the issuer, or with any adviser to any other fund broker or portfolio under common control with the Portfoliodealer (including "affiliated" broker-dealers, including any adviser as that term is a principal underwriter or an “affiliated person” (as defined in the 1940 Act), in accordance with applicable policies expressed in the Registration Statement with respect to the Fund, in guidelines established by the Fund and in accordance with applicable legal requirements. Specifically, in executing portfolio transactions and selecting broker-dealers, the Portfolio Manager will seek best execution on behalf of the Fund. In assessing the best execution available for any transaction, the Portfolio Manager shall consider all factors it deems relevant, including, without limitation, the breadth of the market in the security, the price of the security, the financial condition and execution capability of the broker-dealer, the ability and willingness of the broker-dealer to facilitate the Fund's portfolio transactions by participating therein for its own account, the importance to the Fund of speed, efficiency or confidentiality, the broker-dealer's apparent familiarity with sources from or to whom particular securities might be purchased or sold, any other matters relevant to the selection of a broker-dealer for particular and related transactions of the Fund, and the reasonableness of the commission, if any (all for the specific transaction and on a continuing basis). In evaluating the best execution available, and in selecting the broker-dealer to execute a particular transaction, the Portfolio Manager may also consider the brokerage and research services (as those terms are used in Section 28(e) of the Securities and Exchange Act of 1934) provided to the Fund and /or other accounts over which the Portfolio Manager or an affiliate of the Portfolio Manager exercises investment discretion. The Portfolio Manager is authorized to pay a principal underwriter broker-dealer who provides such brokerage and research services a commission for executing a portfolio transaction for the Fund which is in connection excess of the amount of commissions another broker-dealer would have charged for effecting that transaction if, but only if, the Portfolio 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-dealer viewed in terms of that particular transaction or in terms of all of the accounts over which investment discretion is so exercised. In reaching such determination, the Portfolio Manager will not be required to place or attempt to place a specific dollar value on the brokerage and/or research services provided or being provided by such broker-dealer. The Portfolio Manager shall have no duty or obligation to seek advance competitive bidding for the most favorable commission rate applicable to any particular portfolio transactions or to select any broker-dealer on the basis of its purported or "posted" commission rate but will, to the best of its ability, endeavor to be aware of the current level of the charges of eligible broker-dealers and to minimize the expense incurred by the Fund for effecting its portfolio transactions to the extent consistent with the interests of the Fund. (c) Provided the investment objectives of the Fund and applicable law are adhered to, the Portfolio Manager may aggregate sale and purchase orders of securities and other investments held in the Fund with similar orders being made simultaneously for other accounts managed by the Portfolio Manager or with accounts of affiliates of the Portfolio Manager, if in the Portfolio Manager's reasonable judgment such aggregation shall result in an overall economic benefit to the Fund, taking into consideration an advantageous selling or purchase price, brokerage commissions and other expenses, and beneficial timing of transactions, or a combination of these and other factors; (d) furnish to the Adviser Trust, the Manager and any other portfolio manager whatever statistical information the Trust, the Manager or such other portfolio manager may reasonably request with respect to the Assets or contemplated investments; (e) make available to the Trust's administrator (the "Administrator"), the Trust or the Manager, promptly upon their request, such copies of its investment records and ledgers with respect to the Fund as may be required to assist the Administrator, the Trust and the Manager in their compliance with applicable laws and regulations; (f) immediately notify the Trust and the Manager in the event that the Portfolio Manager or any of its “affiliated persons” will affiliates: (1) becomes aware that it is subject to a statutory disqualification that prevents the Portfolio Manager from serving as a portfolio manager pursuant to this Agreement; (2) becomes aware that it is the subject of an administrative proceeding or enforcement action by the SEC or other regulatory authority related to its services hereunder; or (3) becomes subject to any litigation or other event that may have a material adverse effect on the Portfolio Manager's ability to provide the services it has agreed to provide hereunder. The Portfolio Manager further agrees to notify the Trust and the Manager immediately of any material fact known to the Portfolio Manager respecting or relating to the Portfolio Manager that is not consult contained in the Trust's Registration Statement and of any statement contained therein that becomes untrue in any material respect; (other than for purposes of complying with Rule 12d3g) have in effect, policies and procedures reasonably designed to detect and prevent the Portfolio Manager's officers, directors and employees from trading on material, non-1(apublic information (i.e., "xxxxxxx xxxxxxx" as defined under such policies and procedures) and (b)) in accordance with such other adviserpolicies and procedures. (dh) once a year, make available its officers and employees to meet with the Trustees at the Fund's principal place of business upon sufficient written notice. The Portfolio Manager will provide select which of its officers and employees will meet with the Fund's Trustees. (i) not be responsible for the preparation or filing of any report required of the Fund by any governmental or regulatory agency, except as otherwise expressly agreed to the Adviser at the end of each calendar month a list (the “Monthly List”hereunder. The Portfolio Manager hereby undertakes to prepare and file any reports required to be filed under sections 13(d), 13(f) and 13(g) of the securities comprising the Allocated Assets as Securities Exchange Act of such month end. The Adviser agrees that it will review the Monthly List and promptly alert the Manager’s controller, by facsimile at (000) 000-0000 or such other means as they may agree1934, as amended, with respect to any discrepancies between the Adviser’s records Fund's holdings; (j) in performing its obligations under this Agreement, be permitted to rely upon information provided to it by the Fund or on behalf of such holdings and the Monthly List. Upon the specific request of Fund, the Manager, the Adviser Fund's Custodians or other agent and will not independently verify the accuracy or completeness of such information. The Portfolio Manager shall not be liable for any loss, claim or damages related to such reliance. Except as otherwise provided in this Agreement, the Portfolio Manager shall not be responsible hereunder for compliance monitoring, reporting or testing or for preparing or maintaining books and records for the Fund or otherwise providing accounting services to the Fund and such services shall be provided by others retained by the Fund. The Portfolio Manager shall not be responsible for pursuing legal causes of action that may be based on the purchase, sale or holding of a security by the Fund. The Portfolio Manager shall, however, provide notice to the Manager the Adviser’s opinion as of any such potential claim to the value extent the Portfolio Manager has notice of a security included potential claim and provide reasonable cooperation to the Manager in the Allocated Assets in order to assist the Manager, or the Trust’s Board of Trustees, as the case may be, in determining the value of such securityany possible proceeding.

Portfolio Management Duties. (a) Subject to the supervision of the Manager and of the Trustees of the Trust’s Board of Trustees, the Adviser will (i) Subadvisor shall manage the portion composition of the Portfolio’s assets allocated to Fund Account, including the Adviser by the Manager purchase, retention and subject to the review of the Board of Trustees (“Allocated Assets”) disposition thereof, in accordance with the PortfolioFund’s investment objectives, policies and limitations restrictions as stated in the TrustFund’s Prospectus and Statement of Additional Information; Information (iisuch Prospectus and Statement of Additional Information for the Fund as currently in effect and as amended or supplemented in writing from time to time, being herein called the “Prospectus”). The Subadvisor’s responsibility for providing portfolio management services hereunder shall be limited to only the Fund Account, and the Subadvisor agrees that it shall not consult with any investment advisor(s) make (within the meaning of the Act) to the Fund or any other registered investment decisions company or portfolio series thereof under common control with the Fund concerning transactions for the Fund Account in securities or other assets such that the exemptions under Rule 10f-3, Rule 12d3-1 and/or Rule 17a-10 under the Act would not be available with respect to Allocated Assets; (iii) place orders to purchase and sell securities and, where appropriate, commodity futures contracts and options of any type the Fund. The Subadvisor shall exercise voting authority with respect to Allocated Assets; and (iv) proxies that the Fund is entitled to vote proxies if by virtue of the ownership of assets attributable to that portion of the Fund for which the Subadvisor has investment management responsibility, provided that such responsibility is delegated authority may be revoked in whole or in part by the Manager at any time upon notice to the Adviser Subadvisor and provided further that the exercise of such authority shall be subject to review by the Board Manager and the Trustees of Trusteesthe Trust. The Subadvisor shall exercise its proxy voting authority hereunder in accordance with such proxy voting policies and procedures as the Manager or the Trust may designate from time to time. The Subadvisor shall provide such information relating to its exercise of proxy voting authority hereunder (including the manner in which it has voted proxies and its resolution of conflicts of interest) as reasonably requested by the Manager from time to time. (b) The Adviser will keep Subadvisor shall maintain such books and records pursuant to Rule 31a-1 under the Trust Act and the Manager informed of developments materially affecting the Portfolio and shall, on the Adviser’s own initiative, furnish to the Trust and the Manager from time to time whatever information the Adviser believes appropriate for this purpose. (c) The Adviser agrees that, with respect to the management of the Allocated Assets, it will comply with applicable provisions of Rule 204-2 under the Investment Company Advisers Act of 1940, as amended (the “Advisers Act”), with respect to the Fund Account as shall be specified by the Manager from time to time, and shall maintain such books and records for the periods specified in the rules under the Act or the Advisers Act. In accordance with Rule 31a-3 under the Act, the Subadvisor agrees that all rules such records shall be the property of the Trust. The Subadvisor may, at its expense, make and regulations thereunderretain copies of any such records. (c) The Subadvisor shall provide the Trust’s Custodian, and the Manager on each business day with information relating to all transactions concerning the Fund Account. In addition, the Subadvisor shall be responsive to requests from the Manager or the Trust’s Custodian for assistance in obtaining price sources for securities held in the Fund Account, as well as for periodically reviewing the prices of the securities assigned by the Manager or the Trust’s Custodian for reasonableness and advising the Manager should any such prices appear to be incorrect. (d) The Subadvisor agrees to maintain adequate compliance procedures to ensure its compliance with the Act, the Advisers Act and other applicable federal and state laws regulations, and regulations review information provided by the Manager to assist the Manager in its compliance review program. (e) The Subadvisor may delegate some or all of its responsibilities under Sections 2(a) through 2(d) of this Agreement to one or more persons or companies (a “Sub-Subadvisor”) pursuant to an agreement among the Manager, the Subadvisor and with any such Sub-Subadvisor (“Sub-Subadvisory Agreement”). Each Sub-Subadvisory Agreement may provide that the applicable procedures adopted by Sub-Subadvisor, subject to the control and supervision of the Trustees of the Trust’s Board of Trustees, provided in writing the Manager, and the Subadvisor, shall have full investment discretion to manage the Adviserinvestment and reinvestment of the Fund’s assets and shall take such steps as may be necessary to implement its investment decisions. When engaging in transactions in securities or other assets for the Portfolio Any delegation of duties pursuant to this paragraph shall comply with any adviser to any other fund or portfolio under common control with the Portfolio, including any adviser that is a principal underwriter or an “affiliated person” (as defined in applicable provisions of Section 15 of the Act) . The appointment of a principal underwriter in connection with any such transactions, Sub-Subadvisor shall not relieve the Adviser or Subadvisor of any of its “affiliated persons” will not consult (other than for purposes of complying with Rule 12d3-1(a) and (b)) with such other adviserresponsibilities under this Agreement. (df) The Manager will provide Subadvisor agrees to the Adviser at the end maintain an appropriate level of each calendar month a list (the “Monthly List”) of the securities comprising the Allocated Assets as of such month end. The Adviser agrees that it will review the Monthly List errors and promptly alert the Manager’s controller, by facsimile at (000) 000-0000 omissions or such other means as they may agree, as to any discrepancies between the Adviser’s records of such holdings and the Monthly List. Upon the specific request of the Manager, the Adviser shall provide to the Manager the Adviser’s opinion as to the value of a security included in the Allocated Assets in order to assist the Manager, or the Trust’s Board of Trustees, as the case may be, in determining the value of such securityprofessional liability insurance coverage.

Portfolio Management Duties. (a) Subject to the supervision of the Manager and of the Trustees of the Trust’s Board of Trustees, the Adviser will (i) Subadvisor shall manage the portion composition of the Portfolio’s assets allocated to Fund Account, including the Adviser by the Manager purchase, retention and subject to the review of the Board of Trustees (“Allocated Assets”) disposition thereof, in accordance with the PortfolioFund’s investment objectives, policies and limitations restrictions as stated in the TrustFund’s Prospectus and Statement of Additional Information; Information (iisuch Prospectus and Statement of Additional Information for the Fund as currently in effect and as amended or supplemented in writing from time to time, being herein called the “Prospectus”). The Subadvisor’s responsibility for providing portfolio management services hereunder shall be limited to only the Fund Account, and the Subadvisor agrees that it shall not consult with any investment advisor(s) make (within the meaning of the Act) to the Fund or any other registered investment decisions company or portfolio series thereof under common control with the Fund concerning transactions for the Fund Account in securities or other assets such that the exemptions under Rule 10f-3, Rule 12d3-1 and/or Rule 17a-10 under the Act would not be available with respect to Allocated Assets; (iii) place orders to purchase and sell securities and, where appropriate, commodity futures contracts and options of any type the Fund. The Subadvisor shall exercise voting authority with respect to Allocated Assets; and (iv) proxies that the Fund is entitled to vote proxies if by virtue of the ownership of assets attributable to that portion of the Fund for which the Subadvisor has investment management responsibility, provided that such responsibility is delegated authority may be revoked in whole or in part by the Manager at any time upon notice to the Adviser Subadvisor and provided further that the exercise of such authority shall be subject to review by the Board Manager and the Trustees of Trusteesthe Trust. The Subadvisor shall exercise its proxy voting authority hereunder in accordance with such proxy voting policies and procedures as the Manager or the Trust may designate from time to time. The Subadvisor shall provide such information relating to its exercise of proxy voting authority hereunder (including the manner in which it has voted proxies and its resolution of conflicts of interest) as reasonably requested by the Manager from time to time. (b) The Adviser will keep Subadvisor shall maintain such books and records pursuant to Rule 31a-1 under the Trust Act and the Manager informed of developments materially affecting the Portfolio and shall, on the Adviser’s own initiative, furnish to the Trust and the Manager from time to time whatever information the Adviser believes appropriate for this purpose. (c) The Adviser agrees that, with respect to the management of the Allocated Assets, it will comply with applicable provisions of Rule 204-2 under the Investment Company Advisers Act of 1940, as amended (the “Advisers Act”), with respect to the Fund Account as shall be specified by the Manager from time to time, and shall maintain such books and records for the periods specified in the rules under the Act or the Advisers Act. In accordance with Rule 31a-3 under the Act, the Subadvisor agrees that all rules and regulations thereunder, all applicable federal and state laws and regulations and with any applicable procedures adopted by records under the Act shall be the property of the Trust. (c) The Subadvisor shall provide the Trust’s Board of TrusteesCustodian and the Manager on each business day with information relating to all transactions concerning the Fund Account. In addition, provided the Subadvisor shall be responsive to requests from the Manager or the Trust’s Custodian for assistance in writing to the Adviser. When engaging in transactions in obtaining price sources for securities or other assets for the Portfolio with any adviser to any other fund or portfolio under common control with the Portfolio, including any adviser that is a principal underwriter or an “affiliated person” (as defined held in the Act) Fund Account, as well as for periodically reviewing the prices of a principal underwriter in connection with the securities assigned by the Manager or the Trust’s Custodian for reasonableness and advising the Manager should any such transactions, the Adviser or any of its “affiliated persons” will not consult (other than for purposes of complying with Rule 12d3-1(a) and (b)) with such other adviserprices appear to be incorrect. (d) The Manager will provide Subadvisor agrees to maintain adequate compliance procedures to ensure its compliance with the Adviser at the end of each calendar month a list (the “Monthly List”) of the securities comprising the Allocated Assets as of such month end. The Adviser agrees that it will review the Monthly List and promptly alert the Manager’s controller, by facsimile at (000) 000-0000 or such other means as they may agree, as to any discrepancies between the Adviser’s records of such holdings and the Monthly List. Upon the specific request of the Manager1940 Act, the Adviser shall provide to Advisers Act and other applicable federal and state regulations, and review information provided by the Manager the Adviser’s opinion as to the value of a security included in the Allocated Assets in order to assist the Manager, Manager in its compliance review program. (e) The Subadvisor agrees to maintain an appropriate level of errors and omissions or the Trust’s Board of Trustees, as the case may be, in determining the value of such securityprofessional liability insurance coverage.

Portfolio Management Duties. Subject to the overall supervision of the Trustees of the Trust and the Manager, the Portfolio Manager is hereby granted full responsibility and discretion, with respect to such portion of the Fund's assets as shall be allocated to it by the Manager for management pursuant to this Agreement from time to time (the "Assets"), for (a) Subject to the supervision management of the Manager and the Trust’s Board of Trustees, the Adviser will (i) manage the portion of the Portfolio’s assets allocated to the Adviser by the Manager and subject to the review of the Board of Trustees (“Allocated Assets”) Assets in accordance with the Portfolio’s Fund's investment objectives, policies and limitations as stated in the Trust’s Prospectus its prospectus and Statement of Additional InformationInformation included as part of the Trust's registration statement filed with the Securities and Exchange Commission ("SEC"), as they may be amended from time to time, ("Registration Statement") copies of which shall be provided to the Portfolio Manager by the Manager; and (iib) make investment decisions with respect to Allocated Assets; (iii) place the placement of orders to purchase and sell securities andfor the Fund. At the request of the Trustees or the Manager, where appropriate, commodity futures contracts and options of any type with respect the Portfolio Manager shall report to Allocated Assets; and (iv) vote proxies if such responsibility is delegated to the Adviser by the Board of Trustees. (b) The Adviser will keep Trustees of the Trust regularly at such times and in such detail as the Manager informed of developments materially affecting the Portfolio and shall, on the Adviser’s own initiative, furnish to the Trust and the Manager Board may from time to time whatever information determine to be appropriate,. The Manager has herewith furnished the Adviser believes appropriate for Portfolio Manager copies of the Fund's current Prospectus, Statement of Additional Information, Declaration and Bylaws and agrees during the continuance of this purpose. (c) Agreement to furnish the Portfolio Manager copies of any amendments or supplements thereto before or at the time the amendments or supplements become effective. The Adviser Portfolio Manager will be entitled to rely on all such documents furnished to it by the Manager or the Trust. The Portfolio Manager further agrees that, with respect to the management of the Allocated Assetsin performing its duties hereunder, it will will: (a) comply with applicable provisions of the Investment Company 1940 Act of 1940, as amended (the “Act”), and all rules and regulations thereunder, the Advisers Act, the Internal Revenue Code (the "Code") and all other applicable federal and state laws and regulations regulations, and with any applicable procedures adopted by the Trust’s Board Trustees; (b) use reasonable efforts to manage the Assets, and to coordinate its activities with the Manager and any other portfolio manager of Trusteesthe Fund, provided so that the Fund will qualify, and continue to qualify, as a regulated investment company under Subchapter M of the Code and regulations issued thereunder; (c) place orders for the investment of the Assets directly with the issuer, or with any broker or dealer, in writing accordance with applicable policies expressed in the prospectus and/or Statement of Additional Information with respect to the AdviserFund and in accordance with applicable legal requirements. When engaging Specifically, in executing portfolio transactions and selecting broker-dealers, the Portfolio Manager will use its best efforts to seek best execution on behalf of each Fund. In assessing the best execution available for any transaction, the Portfolio Manager shall consider all factors it deems relevant, including the breadth of the market in securities the security, the price of the security, the financial condition and execution capability of the broker-dealer, the reasonableness of the commission, if any (all for the specific transaction and on a continuing basis). In evaluating the best execution available, and in selecting the broker-dealer to execute a particular transaction, the Portfolio Manager may also consider the brokerage and research services (as those terms are used in Section 28(e) of the Securities and Exchange Act of 1934) provided to a Fund and /or other accounts over which the Portfolio Manager or an affiliate of the Portfolio Manager exercises investment discretion. The Portfolio Manager is authorized to pay a broker-dealer who provides such brokerage and research services a commission for executing a portfolio transaction for a Fund which is in excess of the amount of commission another broker-dealer would have charged for effecting that transaction if, but only if, the Porfolio 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-dealer viewed in terms of that particular transaction or in terms of all of the accounts over which investment discretion is so excercised; (d) furnish to the Trust, the Manager and any other portfolio manager whatever statistical information the Trust , the Manager or such other portfolio manager may reasonably request with respect to the Assets or contemplated investments; keep the Manager and the Trustees and, as appropriate, other portfolio managers informed of developments materially affecting the Fund's portfolio; and, on the Portfolio Manager's own initiative, furnish to the Trust, the Manager or other assets for portfolio manager from time to time whatever information the Portfolio Manager believes appropriate for this purpose; (e) make available to the Trust's administrator (the "Administrator"), the Trust or the Manager, promptly upon their request, such copies of its investment records and ledgers with any adviser respect to any other fund or portfolio under common control the Fund as may be required to assist the Administrator, the Trust and the Manager in their compliance with applicable laws and regulations. The Portfolio Manager will furnish the Portfolio, including any adviser that is a principal underwriter or an “affiliated person” Trustees with such periodic and special reports regarding the Fund as the Trustees may reasonably request; (as defined f) immediately notify the Trust and the Manager in the Act) of a principal underwriter in connection with such transactions, event that the Adviser Portfolio Manager or any of its “affiliated persons” will not consult (other than for purposes of complying with Rule 12d3-1(a) and (b)) with such other adviser.affiliates: (d1) becomes aware that it is subject to a statutory disqualification that prevents the Portfolio Manager from serving as a portfolio manager pursuant to this Agreement; or (2) becomes aware that it is the subject of an administrative proceeding or enforcement action by the SEC or other regulatory authority. The Portfolio Manager will provide further agrees to notify the Trust and the Manager immediately of any material fact known to the Adviser at Portfolio Manager respecting or relating to the end Portfolio Manager that is not contained in the Trust's Registration Statement regarding the Fund, or any amendment or supplement thereto, but that is required to be disclosed therein, and of each calendar month a list any statement contained therein that becomes untrue in any material respect; (g) in making investment decisions with respect to the “Monthly List”) Assets, use no material non-public information that may be in its possession or in the possession of any of its affiliates, nor will the securities comprising Portfolio Manager seek to obtain any such information. Except as otherwise provided in this Agreement, the Allocated Assets as of Portfolio Manager shall not be responsible hereunder for compliance monitoring, reporting or testing or for preparing or maintaining books and records for the Fund or otherwise providing accounting services to the Fund and such month endservices shall be provided by others retained by the Fund. The Adviser agrees that it will review the Monthly List Portfolio Manager shall have access to such reports and promptly alert the Manager’s controller, by facsimile at (000) 000-0000 or such other means as they may agree, as to any discrepancies between the Adviser’s records of such holdings and the Monthly List. Upon the specific request of the Manager, the Adviser shall provide to the Manager the Adviser’s opinion as to the value of a security included in the Allocated Assets in order to assist the Manager, or the Trust’s Board of Trustees, as the case may be, it in determining the value of such securityperforming its services hereunder.

Portfolio Management Duties. (a) Subject to the supervision of the Manager and the Trust’s Board of Trustees, the Adviser will (i) manage the portion of the Portfolio’s assets allocated to the Adviser by the Manager and subject to the review of the Board of Trustees (“Allocated Assets”) in accordance with the Portfolio’s investment objectives, policies and limitations as stated in the Trust’s Prospectus and Statement of Additional Information; (ii) make investment decisions with respect to Allocated Assets; and (iii) place orders to purchase and sell securities and, where appropriate, commodity futures contracts and options of any type with respect to Allocated Assets; and (iv) vote proxies if such responsibility is delegated to the Adviser by the Board of Trustees. (b) The Adviser will keep the Trust and the Manager informed of developments materially affecting the Portfolio and shall, on the Adviser’s own initiative, furnish to the Trust and the Manager from time to time whatever information the Adviser believes appropriate for this purpose. (c) The Adviser agrees that, with respect to the management of the Allocated Assets, it will comply with applicable provisions of the Investment Company Act of 1940, as amended (the “Act”), and all rules and regulations thereunder, all applicable federal and state laws and regulations and with any applicable procedures adopted by the Trust’s Board of Trustees, provided in writing or such other means as they may agree, to the Adviser. When engaging in transactions in securities or other assets for the Portfolio with any adviser to any other fund or portfolio under common control with the Portfolio, including any adviser that is a principal underwriter or an “affiliated person” (as defined in the Act) of a principal underwriter in connection with such transactions, the Adviser or any of its “affiliated persons” will not consult (other than for purposes of complying with Rule 12d3-1(a) and (b)) with such other adviser. (d) The Manager will provide to the Adviser at the end of each calendar month a list (the “Monthly List”) of the securities comprising the Allocated Assets as of such month end. The Adviser agrees that it will review the Monthly List and promptly alert the Manager’s controller, by facsimile at (000) 000-0000 or such other means as they may agree, as to any discrepancies between the Adviser’s records of such holdings and the Monthly List. Upon the specific request of the Manager, the Adviser shall provide to the Manager the Adviser’s opinion as to the value of a security included in the Allocated Assets in order to assist the Manager, or the Trust’s Board of Trustees, as the case may be, in determining the value of such security.

Portfolio Management Duties. (a) Subject to the supervision of the Manager and the Trust’s 's Board of Trustees, the Adviser will (i) manage the portion of the Portfolio’s 's assets allocated to the Adviser by the Manager and subject to the review of the Board of Trustees (“"Allocated Assets”") in accordance with the Portfolio’s 's investment objectives, policies and limitations as stated in the Trust’s 's Prospectus and Statement of Additional Information; (ii) make investment decisions with respect to Allocated Assets; (iii) place orders to purchase and sell securities and, where appropriate, commodity futures contracts and options of any type with respect to Allocated Assets; and (iv) vote proxies if such responsibility is delegated to the Adviser by the Board of Trustees. (b) The Adviser will keep the Trust and the Manager informed of developments materially affecting the Portfolio and shall, on the Adviser’s 's own initiative, furnish to the Trust and the Manager from time to time whatever information the Adviser believes appropriate for this purpose. (c) The Adviser agrees that, with respect to the management of the Allocated Assets, it will comply with applicable provisions of the Investment Company Act of 1940, as amended (the “"Act”"), and all rules and regulations thereunder, all applicable federal and state laws and regulations and with any applicable procedures adopted by the Trust’s 's Board of Trustees, provided in writing to the Adviser. When engaging in transactions in securities or other assets for the Portfolio with any adviser to any other fund or portfolio under common control with the Portfolio, including any adviser that is a principal underwriter or an “"affiliated person” " (as defined in the Act) of a principal underwriter in connection with such transactions, the Adviser or any of its “"affiliated persons” " will not consult (other than for purposes of complying with Rule 12d3-1(a) and (b)) with such other adviser. (d) The Manager will provide to the Adviser at the end of each calendar month a list (the “"Monthly List”") of the securities comprising the Allocated Assets as of such month end. The Adviser agrees that it will review the Monthly List and promptly alert the Manager’s 's controller, by facsimile at (000) 000-0000 or such other means as they may agree, as to any discrepancies between the Adviser’s 's records of such holdings and the Monthly List. Upon the specific request of the Manager, the Adviser shall provide to the Manager the Adviser’s 's opinion as to the value of a security included in the Allocated Assets in order to assist the Manager, or the Trust’s 's Board of Trustees, as the case may be, in determining the value of such security.

Portfolio Management Duties. (a) Subject to the supervision of the Manager and of the Trustees of the Trust’s Board of Trustees, the Adviser will (i) Subadvisor shall manage the portion composition of the Portfolio’s assets allocated to Fund Account, including the Adviser by the Manager purchase, retention and subject to the review of the Board of Trustees (“Allocated Assets”) disposition thereof, in accordance with applicable law and the PortfolioFund’s investment objectives, policies and limitations restrictions as stated in the TrustFund’s Prospectus and Statement of Additional Information; Information (ii) make investment decisions such Prospectus and Statement of Additional Information for the Fund as currently in effect and as amended or supplemented in writing from time to time, being herein called the “Prospectus”). The Subadvisor shall arrange for the placing of all orders for the purchase and sale of securities and other investments for the Fund’s account and will exercise full discretion and act for the Trust in the same manner and with the same force and effect as the Trust might or could do with respect to Allocated Assets; (iii) place orders to purchase and sell securities andsuch purchases, where appropriatesales or other transactions, commodity futures contracts and options of any type as well as with respect to Allocated Assets; and (iv) vote proxies if such responsibility is delegated all other things necessary or incidental to the Adviser furtherance or conduct of such purchases, sales or transactions. The Subadvisor is authorized on behalf of the Fund to enter into agreements and execute any documents required to make investments pursuant to the Prospectus. The Subadvisor’s responsibility for providing portfolio management services hereunder shall be limited to only the Fund Account, and the Subadvisor agrees that it shall not consult with any investment advisor(s) (within the meaning of the Act) to the Fund or any other registered investment company or portfolio series thereof under common control with the Fund concerning transactions for the Fund Account in securities or other assets such that the exemptions under Rule 10f-3, Rule 12d3-1 and/or Rule 17a-10 under the Act would not be available with respect to the Fund. The Subadvisor shall exercise voting authority with respect to proxies that the Fund is entitled to vote by virtue of the ownership of assets attributable to that portion of the Fund for which the Subadvisor has investment management responsibility, provided that such authority may be revoked in whole or in part by the Board Manager at any time upon notice to the Subadvisor and provided further that the exercise of Trusteessuch authority shall be subject to review by the Manager and the Trustees of the Trust. The Subadvisor shall exercise its proxy voting authority hereunder in accordance with such proxy voting policies and procedures as the Manager or the Trust may designate from time to time. The Subadvisor shall provide such information relating to its exercise of proxy voting authority hereunder (including the manner in which it has voted proxies and its resolution of conflicts of interest) as reasonably requested by the Manager from time to time. (b) The Adviser will keep Subadvisor shall maintain such books and records pursuant to Rule 31a-1 under the Trust Act and the Manager informed of developments materially affecting the Portfolio and shall, on the Adviser’s own initiative, furnish to the Trust and the Manager from time to time whatever information the Adviser believes appropriate for this purpose. (c) The Adviser agrees that, with respect to the management of the Allocated Assets, it will comply with applicable provisions of Rule 204-2 under the Investment Company Advisers Act of 1940, as amended (the “Advisers Act”), with respect to the Fund Account as shall be specified by the Manager from time to time, and shall maintain such books and records for the periods specified in the rules under the Act or the Advisers Act. In accordance with Rule 31a-3 under the Act, the Subadvisor agrees that all rules records under the Act shall be the property of the Trust. As of the date of this Agreement, the Subadvisor is not a permitted third-party record-keeper under Commodity Futures Trading Commission (the “CFTC”) Rule 4.23. However, should the CFTC permit the Subadvisor to serve as a third-party record-keeper and regulations thereunderthe Manager reasonably determines that it is necessary for the Subadvisor to maintain certain books and records, all applicable federal the parties agree to negotiate in good faith for the Subadvisor to maintain specific books and state laws records required by the Rules promulgated under the Commodity Exchange Act, as amended (the “CEA”). If the Subadvisor maintains such books and regulations records, it shall keep open such books and with any applicable procedures adopted records for inspection by the Department of Justice and the CFTC. (c) The Subadvisor shall provide the Trust’s Board of TrusteesCustodian and the Manager on each business day with information relating to all transactions concerning the Fund Account. In addition, provided the Subadvisor shall be responsive to requests from the Manager or the Trust’s Custodian for assistance in writing to the Adviser. When engaging in transactions in obtaining price sources for securities or other assets for the Portfolio with any adviser to any other fund or portfolio under common control with the Portfolio, including any adviser that is a principal underwriter or an “affiliated person” (as defined held in the Act) Fund Account, as well as for periodically reviewing the prices of a principal underwriter in connection with the securities assigned by the Manager or the Trust’s Custodian for reasonableness and advising the Manager should any such transactions, the Adviser or any of its “affiliated persons” will not consult (other than for purposes of complying with Rule 12d3-1(a) and (b)) with such other adviserprices appear to be incorrect. (d) The Manager will provide Subadvisor agrees to maintain adequate compliance procedures to ensure its compliance with the Adviser at the end of each calendar month a list (the “Monthly List”) of the securities comprising the Allocated Assets as of such month end. The Adviser agrees that it will review the Monthly List and promptly alert the Manager’s controller, by facsimile at (000) 000-0000 or such other means as they may agree, as to any discrepancies between the Adviser’s records of such holdings and the Monthly List. Upon the specific request of the ManagerAct, the Adviser shall provide to Advisers Act and other applicable federal and state regulations, and review information provided by the Manager the Adviser’s opinion as to the value of a security included in the Allocated Assets in order to assist the Manager, Manager in its compliance review program. (e) The Subadvisor agrees to maintain an appropriate level of errors and omissions or the Trust’s Board of Trustees, as the case may be, in determining the value of such securityprofessional liability insurance coverage.

Portfolio Management Duties. Subject to the overall supervision of the Trustees of the Trust and the Manager, the Portfolio Manager is hereby granted full responsibility and discretion, with respect to such portion of the assets of the Fund(s) as shall be allocated to it by the Manager for management pursuant to this Agreement from time to time (the "Assets"), for (a) Subject to the supervision management of the Manager and the Trust’s Board of Trustees, the Adviser will (i) manage the portion of the Portfolio’s assets allocated to the Adviser by the Manager and subject to the review of the Board of Trustees (“Allocated Assets”) Assets in accordance with the Portfolio’s Fund's investment objectives, policies and limitations as stated in the Trust’s Prospectus its prospectus and Statement of Additional InformationInformation included as part of the Trust's registration statement filed with the Securities and Exchange Commission ("SEC"), as they may be amended from time to time ("Registration Statement"), copies of which shall be provided to the Portfolio Manager by the Manager; and (iib) make investment decisions with respect to Allocated Assets; (iii) place the placement of orders to purchase and sell securities andfor the Fund. At the request of the Trustees or the Manager, where appropriate, commodity futures contracts and options of any type with respect the Portfolio Manager shall report to Allocated Assets; and (iv) vote proxies if such responsibility is delegated to the Adviser by the Board of Trustees. (b) The Adviser will keep Trustees of the Trust or Manager regularly at such times and in such detail as the Board or Manager informed of developments materially affecting the Portfolio and shall, on the Adviser’s own initiative, furnish to the Trust and the Manager may from time to time whatever information determine to be appropriate. The Manager has herewith furnished the Adviser believes appropriate for Portfolio Manager copies of the Fund's current Prospectus, Statement of Additional Information, Declaration and Bylaws and agrees during the continuance of this purpose. (c) Agreement to furnish the Portfolio Manager copies of any amendments or supplements thereto before or at the time the amendments or supplements become effective. The Adviser Portfolio Manager will be entitled to rely on all such documents furnished to it by the Manager or the Trust. The Portfolio Manager further agrees that, with respect to the management of the Allocated Assetsin performing its duties hereunder, it will will: (a) comply with applicable provisions of the Investment Company 1940 Act of 1940, as amended (the “Act”), and all rules and regulations thereunder, the Advisers Act, the Internal Revenue Code (the "Code") and all other applicable federal and state laws and regulations regulations, and with any applicable procedures adopted by the Trust’s Board of Trustees, Trustees which have been provided to the Portfolio Manager in writing by the Manager; (b) use reasonable efforts to manage the Assets, and to coordinate its activities with the Manager and any other adviser of the applicable Fund, so that the Fund will qualify, and continue to qualify, as a regulated investment company under Subchapter M of the Code and regulations issued thereunder; (c) place orders for the investment of the Assets directly with the issuer, or with any broker or dealer, in accordance with applicable policies expressed in the prospectus and/or Statement of Additional Information with respect to the AdviserFund and in accordance with applicable legal requirements. When engaging Specifically, in executing portfolio transactions and selecting broker-dealers, the Portfolio Manager will use its best efforts to seek best execution on behalf of each Fund. In assessing the best execution available for any transaction, the Portfolio Manager shall consider all factors it deems relevant, including the breadth of the market in the security, the price of the security, the financial condition and execution capability of the broker-dealer, the reasonableness of the commission, if any (all for the specific transaction and on a continuing basis). In evaluating the best execution available, and in selecting the broker-dealer to execute a particular transaction, the Portfolio Manager may also consider the brokerage and research services (as those terms are used in Section 28(e) of the Securities Exchange Act of 1934) provided to the Portfolio Manager, a Fund and /or other accounts over which the Portfolio Manager or an affiliate of the Portfolio Manager exercises investment discretion. The Portfolio Manager is authorized to pay a broker-dealer who provides such brokerage and research services a commission for executing a portfolio transaction for a Fund which is in excess of the amount of commissions another broker-dealer would have charged for effecting that transaction if, but only if the Portfolio 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-dealer viewed in terms of that particular transaction or in terms of all of the accounts over which investment discretion is so exercised. Provided the investment objectives of the Fund and applicable law are adhered to, the Portfolio Manager may aggregate sale and purchase orders of securities and other investments held in the Fund with similar orders being made simultaneously for other accounts managed by the Portfolio Manager or with accounts of affiliates of the Portfolio Manager, if in the Portfolio Manager's reasonable judgment such aggregation shall result in an overall economic benefit to the Fund, taking into consideration an advantageous selling or purchase price, brokerage commissions and other expenses, and beneficial timing of transactions, or a combination of these and other factors; (d) furnish to the Trust, the Manager and any other portfolio manager whatever statistical information the Trust , the Manager or such other portfolio manager may reasonably request with respect to the Assets or contemplated investments; keep the Manager and the Trustees and, as appropriate, other portfolio managers informed of developments materially affecting the Fund's portfolio; and, on the Portfolio Manager's own initiative, furnish to the Trust, the Manager or other assets for portfolio manager from time to time whatever information the Portfolio Manager believes appropriate for this purpose; (e) make available to the Trust's administrator (the "Administrator"), the Trust or the Manager, promptly upon their request, such copies of its investment records and ledgers with any adviser respect to any other fund the Fund as may be required to assist the Administrator, the Trust or portfolio under common control the Manager in their compliance with applicable laws and regulations. The Portfolio Manager will furnish the Portfolio, including any adviser that is a principal underwriter Trustees or an “affiliated person” the Manager with such periodic and special reports regarding the Fund as the Trustees or the Manager may reasonably request; (as defined f) immediately notify the Trust and the Manager in the Actevent that the Portfolio Manager: (1) of a principal underwriter in connection with such transactions, the Adviser becomes aware that it or any of its “affiliated persons” affiliates is subject to a statutory disqualification that prevents the Portfolio Manager from serving as a subadviser pursuant to this Agreement or is the subject of an administrative proceeding or enforcement action by the SEC; or (2) becomes aware that it is the subject of an administrative proceeding or enforcement action by any other regulatory authority. The Portfolio Manager further agrees to notify the Trust and the Manager immediately of any material fact known to the Portfolio Manager respecting or relating to the Portfolio Manager that is not contained in the Trust's Registration Statement regarding the Fund, or any amendment or supplement thereto, but that is required to be disclosed therein, and of any statement contained therein respecting or relating to the Portfolio Manager that becomes untrue in any material respect; (g) in making investment decisions with respect to the Assets, use no material non-public information that may be in its possession or in the possession of any of its affiliates, nor will not consult (other than for purposes of complying with Rule 12d3-1(a) and (b)) with the Portfolio Manager seek to obtain any such other adviserinformation. (dh) The Manager will provide disclose the Fund's portfolio holdings to the Adviser at the end of each calendar month a list (the “Monthly List”) of the securities comprising the Allocated Assets as of such month end. The Adviser agrees that it will review the Monthly List and promptly alert the Manager’s controller, by facsimile at (000) 000-0000 or such no one other means as they may agree, as to any discrepancies between the Adviser’s records of such holdings and the Monthly List. Upon the specific request of than the Manager, the Adviser Trust, or the Administrator, or as may be necessary for operational purposes. Except as otherwise provided in this Agreement, the Portfolio Manager shall not be responsible hereunder for compliance monitoring, reporting or testing or for preparing or maintaining books and records for the Fund or otherwise providing accounting services to the Fund and such services shall be provided by others retained by the Fund. The Portfolio Manager shall have access to such reports and records to assist it in performing its services hereunder. The Portfolio Manager shall not be responsible for pursuing legal causes of action that may be based on the purchase, sale or holding of a security by a Fund. The Portfolio Manager shall, however, provide notice to the Manager of any such potential claim of which the Adviser’s opinion as Portfolio Manager receives notice and provide reasonable cooperation to the value of a security included Manager in the Allocated Assets in order to assist the Manager, or the Trust’s Board of Trustees, as the case may be, in determining the value of such securityany possible proceeding.

Portfolio Management Duties. (a) Subject to the supervision of the Manager and the Trust’s Board of Trustees, the Adviser will (i) manage the portion of the Portfolio’s assets allocated to the Adviser by the Manager and subject to the review of the Board of Trustees (“Allocated Assets”) in accordance with the Portfolio’s investment objectives, policies and limitations as stated in the Trust’s Prospectus and Statement of Additional Information; (ii) make investment decisions with respect to Allocated Assets; (iii) place orders to purchase and sell securities and, where appropriate, commodity futures contracts and options of any type with respect to Allocated Assets; and (iv) vote proxies if such responsibility is delegated to the Adviser by the Board of Trustees. (b) The Adviser will keep the Trust and the Manager informed of developments materially affecting the Portfolio and shall, on the Adviser’s own initiative, furnish to the Trust and the Manager from time to time whatever information the Adviser believes appropriate for this purpose. (c) The Adviser agrees that, with respect to the management of the Allocated Assets, it will comply with applicable provisions of the Investment Company Act of 1940, as amended (the “Act”), and all rules and regulations thereunder, all applicable federal and state laws and regulations and with any applicable procedures adopted by the Trust’s Board of Trustees, provided in writing to the Adviser. When engaging in transactions in securities or other assets for the Portfolio with any adviser to any other fund or portfolio under common control with the Portfolio, including any adviser that is a principal underwriter or an “affiliated person” (as defined in the Act) of a principal underwriter in connection with such transactions, the Adviser or any of its “affiliated persons” will not consult (other than for purposes of complying with Rule 12d3-1(al(a) and (b)) with such other adviser. (d) The Manager will provide to the Adviser at the end of each calendar month a list (the “Monthly List”) of the securities comprising the Allocated Assets as of such month end. The Adviser agrees that it will review the Monthly List and promptly alert the Manager’s controller, by facsimile at (000) 000-0000 or such other means as they may agree, as to any discrepancies between the Adviser’s records of such holdings and the Monthly List. Upon the specific request of the Manager, the Adviser shall provide to the Manager the Adviser’s opinion as to the value of a security included in the Allocated Assets in order to assist the Manager, or the Trust’s Board of Trustees, as the case may be, in determining the value of such security.

Portfolio Management Duties. Subject to the overall supervision of the Trustees of the Trust and the Manager, the Portfolio Manager is hereby granted full responsibility and discretion, with respect to such portion of each Fund's assets as shall be allocated to it by the Manager for management pursuant to this Agreement from time to time (the "Assets"), for (a) Subject to the supervision management of the Manager and the Trust’s Board of Trustees, the Adviser will (i) manage the portion of the Portfolio’s assets allocated to the Adviser by the Manager and subject to the review of the Board of Trustees (“Allocated Assets”) Assets in accordance with the Portfolio’s Fund's investment objectives, policies and limitations as stated in the Trust’s Prospectus its prospectus and Statement of Additional InformationInformation included as part of the Trust's registration statement filed with the Securities and Exchange Commission ("SEC"), as they may be amended from time to time, ("Registration Statement") copies of which shall be provided to the Portfolio Manager by the Manager; and (iib) make investment decisions with respect to Allocated Assets; (iii) place the placement of orders to purchase and sell securities andfor the Fund. At the request of the Trustees or the Manager, where appropriatethe Portfolio Manager shall, commodity futures contracts and options upon receipt of any type with respect reasonable notice from the Manager, report to Allocated Assets; and (iv) vote proxies if such responsibility is delegated to the Adviser by the Board of Trustees. (b) The Adviser will keep Trustees of the Trust regularly at such times and in such detail as the Board or the Manager informed of developments materially affecting the Portfolio and shall, on the Adviser’s own initiative, furnish to the Trust and the Manager may from time to time whatever information determine to be appropriate,. The Manager has herewith furnished the Adviser believes appropriate for Portfolio Manager copies of each Fund's current Prospectus, Statement of Additional Information, Declaration and Bylaws and agrees during the continuance of this purpose. (c) Agreement to furnish the Portfolio Manager copies of any amendments or supplements thereto before or at the time the amendments or supplements become effective. The Adviser Portfolio Manager will be entitled to rely on all such documents furnished to it by the Manager or the Trust. The Portfolio Manager further agrees that, with respect to the management of the Allocated Assetsin performing its duties hereunder, it will will: (a) comply with applicable provisions of the Investment Company 1940 Act of 1940, as amended (the “Act”), and all rules and regulations thereunder, the Advisers Act, the Internal Revenue Code (the "Code") and all other applicable federal and state laws and regulations regulations, and with any applicable procedures adopted by the Trust’s Board Trustees; (b) use reasonable efforts to manage the Assets, and to coordinate its activities with the Manager and any other portfolio manager of Trusteeseach Fund, so that the Fund will qualify, and continue to qualify, as a regulated investment company under Subchapter M of the Code and regulations issued thereunder; (c) place orders for the investment of the Assets directly with the issuer, or with any broker or dealer, in accordance with applicable policies expressed in the prospectus and/or Statement of Additional Information with respect to each Fund and in accordance with applicable legal requirements. Specifically, in executing portfolio transactions and selecting broker-dealers, the Portfolio Manager will use its best efforts to seek best execution on behalf of each Fund. In assessing the best execution available for any transaction, the Portfolio Manager shall consider all factors it deems relevant, including the breadth of the market in the security, the price of the security, the financial condition and execution capability of the broker-dealer, the reasonableness of the commission, if any (all for the specific transaction and on a continuing basis). In evaluating the best execution available, and in selecting the broker-dealer to execute a particular transaction, the Portfolio Manager may also consider the brokerage and research services (as those terms are used in Section 28(e) of the Securities and Exchange Act of 1934) provided to a Fund and/or other accounts over which the Portfolio Manager or an affiliate of the Portfolio Manager exercises investment discretion. The Portfolio Manager is authorized to pay a broker-dealer who provides such brokerage and research services a commission for executing a portfolio transaction for a Fund which is in writing excess of the amount of commission another broker-dealer would have charged for effecting that transaction if, but only if, the Portfolio Manager determines in good faith that such commission was reasonable in relation to the Adviser. When engaging value of the brokerage and research services provided by such broker-dealer viewed in transactions terms of that particular transaction or in securities terms of all of the accounts over which investment discretion is so exercised; (d) furnish to the Trust, the Manager and any other portfolio manager whatever statistical information the Trust, the Manager or such other portfolio manager may reasonably request with respect to the Assets or contemplated investments; keep the Manager and the Trustees and, as appropriate, other portfolio managers informed of developments materially affecting each Fund's portfolio; and, on the Portfolio Manager's own initiative, furnish to the Trust, the Manager or other assets for portfolio manager from time to time whatever information the Portfolio Manager believes appropriate for this purpose; (e) make available to the Trust's administrator (the "Administrator"), the Trust or the Manager, promptly upon their request, such copies of its investment records and ledgers with any adviser respect to any other fund or portfolio under common control each Fund as may be required to assist the Administrator, the Trust and the Manager in their compliance with applicable laws and regulations. The Portfolio Manager will furnish the Portfolio, including any adviser that is a principal underwriter or an “affiliated person” Trustees with such periodic and special reports regarding the Fund as the Trustees may reasonably request; (as defined f) immediately notify the Trust and the Manager in the Act) of a principal underwriter in connection with such transactions, event that the Adviser Portfolio Manager or any of its “affiliated persons” will advisory affiliates: (1) becomes aware that it is subject to a statutory disqualification that prevents the Portfolio Manager from serving as a portfolio manager pursuant to this Agreement; or (2) becomes aware that it is the subject of an administrative proceeding or enforcement action by the SEC or other regulatory authority. The Portfolio Manager further agrees to notify the Trust and the Manager immediately of any material fact known to the Portfolio Manager respecting or relating to the Portfolio Manager that is not consult (other than for purposes contained in the Trust's Registration Statement regarding the Funds, or any amendment or supplement thereto, but that is required to be disclosed therein, and of complying with Rule 12d3-1(a) and (b)) with such other adviser.any statement contained therein that becomes untrue in any material respect; (dg) The Manager will provide in making investment decisions with respect to the Adviser at Assets, use no material non-public information that may be in its possession or in the end possession of each calendar month any of its affiliates, nor will the Portfolio Manager seek to obtain any such information. Except as otherwise provided in this Agreement, the Portfolio Manager shall not be responsible hereunder for compliance monitoring, reporting or testing or for preparing or maintaining books and records for a list (Fund or otherwise providing accounting services to the “Monthly List”) of Fund and such services shall be provided by others retained by the securities comprising the Allocated Assets as of such month endFund. The Adviser agrees that it will review the Monthly List Portfolio Manager shall have access to such reports and promptly alert the Manager’s controller, by facsimile at (000) 000-0000 or such other means as they may agree, as to any discrepancies between the Adviser’s records of such holdings and the Monthly List. Upon the specific request of the Manager, the Adviser shall provide to the Manager the Adviser’s opinion as to the value of a security included in the Allocated Assets in order to assist the Manager, or the Trust’s Board of Trustees, as the case may be, it in determining the value of such securityperforming its services hereunder.

Portfolio Management Duties. (a) Subject to the supervision of the Manager Adviser and the Trust’s Fund's Board of Trustees, the Sub-Adviser will (i) manage provide a continuous investment program for the Portfolios or for any portion of the Portfolio’s assets allocated of the Portfolios assigned to the Sub-Adviser by the Manager Adviser, including investment research and subject management with respect to all securities and investments and cash equivalents held by the review of portfolios. The Sub-Adviser will determine from time to time what securities and other investments will be purchased retained or sold by the Board of Trustees (“Allocated Assets”) Portfolios. The Sub-Adviser will provide services under this Agreement in accordance with the Portfolio’s Portfolios' investment objectives, policies and limitations restrictions as stated in the Trust’s Fund's Registration Statement, including the Fund's Prospectus and Statement of Additional Information; Information (ii) make investment decisions the "Registration Statement"), as filed with respect to Allocated Assets; (iii) place orders to purchase the Securities and sell securities andExchange Commission, where appropriate, commodity futures contracts and options of any type with respect to Allocated Assets; and (iv) vote proxies if such responsibility is delegated to the Adviser by the Board of Trustees. (b) The Adviser will keep the Trust and the Manager informed of developments materially affecting the Portfolio and shall, on the Adviser’s own initiative, furnish to the Trust and the Manager as amended or supplemented from time to time whatever information time. A copy of the Registration Statement has been provided by the Fund to the Sub-Adviser believes appropriate for this purpose.and the Fund agrees to provide the Sub-Adviser with any amendment or supplement to the Registration Statement promptly. The Sub-Adviser further agrees that it will: (ca) The Adviser agrees that, conform with respect to the management of the Allocated Assets, it will comply with all applicable provisions of the Investment Company Act of 1940, as amended (the “Act”), and all rules and regulations thereunderof the 1940 Act, all other applicable federal and state laws and regulations and with any applicable procedures adopted by the Trust’s Fund's Board of Trustees; (b) place orders for the purchase or sale of securities pursuant to its investment determinations for the Portfolios, provided either directly with the issuer or with any broker or dealer. The Sub-Adviser is authorized to select brokers and dealers and to open and maintain brokerage accounts and trading accounts for the purchase and sale of securities and options with broker-dealers for and on behalf of the Portfolios in writing accordance with procedures established by the Adviser and approved by the Fund's Board of Trustees. In placing orders with brokers and dealers, the Sub-Adviser will attempt to obtain the best net price and the most favorable execution of its orders. Consistent with this obligation, when the execution and price offered by two or more brokers or dealers are comparable, the Sub-Adviser may, in its discretion, purchase and sell portfolio securities to and from brokers and dealers who provide it with research advice and other services of lawful assistance to the Adviser. When engaging Sub-Adviser in transactions serving the Portfolios as Portfolio Manager. (c) On occasions when the Sub-Adviser deems the purchase or sale of a security to be in the best interest of the Fund as well as its other investment advisory clients, the Sub-Adviser may, to the extent permitted by applicable laws and regulations, but shall not be obligated to, aggregate the securities to be so sold or purchased with those of its other assets for the Portfolio with any adviser to any other fund or portfolio under common control clients where such aggregation is not inconsistent with the Portfolio, including any adviser that is a principal underwriter or an “affiliated person” (as defined policies set forth in the Act) Fund's Registration Statement. In such event, allocation of a principal underwriter the securities so purchased or sold, as well as the expenses incurred in connection the transaction, will be made by the Sub-Adviser in the manner it considers to be the most equitable and consistent with such transactions, its fiduciary obligations to the Adviser or any of its “affiliated persons” will not consult (other than for purposes of complying with Rule 12d3-1(a) Fund and (b)) with to such other adviserclients. (d) In connection with the purchase and sale of securities of each Portfolio, the Sub-Adviser will arrange for the transmission to the Fund's Custodian or other agent on a daily basis, such confirmations, trade tickets and other documents and shall provide information reasonably requested by the Fund's Custodian or other agent for helping such agent perform its administrative responsibilities to the Fund including responsibility to identify securities to be purchased or sold by the Fund, to determine the value of the Fund's portfolio securities and other assets and to determine the Fund's net asset value per share. With respect to portfolio securities to be purchased or sold through the Depository Trust Company, the Sub-Adviser will arrange for the automatic transmission of the confirmation of such trades to the Fund's custodian. (e) The Manager Sub-Adviser will provide make available to the Adviser at and the end of each calendar month a list (the “Monthly List”) Fund promptly upon their request all of the securities comprising the Allocated Assets Fund's investment records and ledgers as of such month end. The Adviser agrees that it will review the Monthly List and promptly alert the Manager’s controller, by facsimile at (000) 000-0000 or such other means as they may agree, as to any discrepancies between the Adviser’s records of such holdings and the Monthly List. Upon the specific request of the Manager, the Adviser shall provide to the Manager the Adviser’s opinion as to the value of a security included in the Allocated Assets in order are necessary to assist the ManagerAdviser and the Fund in their compliance with respect to the Portfolio's securities transactions as required by the 1940 Act and the Advisers Act, as well as other applicable laws. The Sub-Adviser will furnish the Fund's Board of Trustees with respect to the Portfolios such periodic and special reports as the Adviser and the Trustees may reasonably request. The Sub-Adviser will furnish to regulatory authorities any information or reports to ascertain whether the operations of the Fund are being conducted in a manner consistent with applicable laws and regulations. (f) The Sub-Adviser will not disclose or use any records or information obtained pursuant to this Agreement in any manner whatsoever except as expressly authorized in this Agreement or in the ordinary course of business in connection with placing orders for the purchase and sale of securities, and will keep confidential any information obtained pursuant to this Agreement, and disclose such information only if the Board of Trustees of the Fund has authorized such disclosure, or if such disclosure is expressly required by applicable federal or state regulatory authorities. (g) In rendering the Trust’s services required under this Agreement, the Sub-Adviser or a Portfolio may, from time to time, employ or associate with itself such person or persons as it believes necessary to assist it in carrying out its obligations under this Agreement. However, the Sub-Adviser may not retain as sub-adviser to the Fund or a Portfolio any company that would be an "investment adviser," as that term is defined in the 1940 Act, unless the contract with such company is approved by a majority of the Fund's Board of TrusteesTrustees and a majority of Trustees who are not parties to any agreement or contract with such person or persons and who are not "interested persons," as defined in the 1940 Act, as of the case may beFund, in determining Sub-Adviser, or any such person or persons, and approved by the value vote of such securitya majority of the outstanding voting securities of the Fund or a Portfolio, to the extent required by the 1940 Act.

Portfolio Management Duties. Subject to the overall supervision of the Trustees and the Manager, the Portfolio Manager is hereby granted full responsibility and discretion, with respect to each Fund, for (a) Subject to the supervision management of the Manager and the Trust’s Board of Trustees, the Adviser will (i) manage the portion of the Portfolio’s assets allocated to the Adviser by the Manager and subject to the review of the Board of Trustees (“Allocated Assets”) Fund in accordance with the Portfolio’s such Fund's investment objectives, policies and limitations as stated in the Trust’s Prospectus its prospectus and Statement of Additional InformationInformation included as part of the Trust's registration statement filed with the Securities and Exchange Commission (the "SEC"), as they may be amended from time to time (the "Registration Statement"), copies of which shall be provided to the Portfolio Manager by the Manager; and (iib) make investment decisions with respect to Allocated Assets; (iii) place the placement of orders to purchase and sell securities andfor such Fund. At the request of the Manager, where appropriatethe Portfolio Manager shall report to the Trustees or Manager regularly at such times and in such detail as reasonably agreed to by the Manager and the Portfolio Manager. The Manager has herewith furnished the Portfolio Manager copies of the Funds' current Prospectus, commodity futures contracts Statement of Additional Information, Declaration and options Bylaws (collectively, "Documents") and agrees during the continuance of this Agreement to furnish the Portfolio Manager copies of any type amendments or supplements thereto before or at the time the amendments or supplements become effective. Until the Manager or Trust delivers such amendments or supplements to the Portfolio Manager, the Portfolio Manager will be fully protected and entitled to rely on the Documents most recently furnished to it by the Manager or the Trust. The Portfolio Manager is hereby granted authority to retain X.X. Xxxx Advisors, Inc. (the "Sub-Adviser") to act as a sub-advisor to it, with respect to Allocated Assets; USAZ AIM Dent Demographic Trends Fund, for the purpose of providing the Portfolio Manager with analysis and recommendations concerning appropriate industry and sector allocations and weightings for the Fund's investment portfolio, in accordance with the philosophies of Xxxxx X. Xxxx, Xx. concerning industry and sector allocations based on demographic principles. The duties of the Sub-Adviser shall not include selection of specific securities within the recommended industry or sectors for purchase or sale. . The Portfolio Manager shall be solely responsible for paying the fees of the Sub-Adviser. The Portfolio Manager further agrees that, in performing its duties hereunder, it will: (iva) vote proxies if such responsibility is delegated comply, to the Adviser extent applicable to the Portfolio Manager, with the 1940 Act and all rules and regulations thereunder and the Advisers Act and all other applicable federal and state laws and regulations, and with any applicable procedures adopted by the Board of Trustees.; (b) use reasonable efforts to manage the Funds, and to coordinate its activities with the Manager, so that the Funds will comply, and continue to comply, with the adequate diversification requirements of Section 817(h)(2) and the Subchapter M qualification requirements of Sections 851(b)(2) and (3) of the Code and regulations issued thereunder, to the extent such compliance is within the Portfolio Manager's control; (c) place orders for the investment of the Funds directly with the issuer, or with any broker or dealer, in accordance with applicable policies expressed in the prospectus and/or Statement of Additional Information with respect to the Funds and in accordance with applicable legal requirements. Specifically, in executing portfolio transactions and selecting broker-dealers, the Portfolio Manager will use its best efforts to seek best execution on behalf of each Fund. In assessing the best execution available for any transaction, the Portfolio Manager shall consider all factors it deems relevant, which may include, without limitation, the breadth of the market in the security, the price of the security, the financial condition and execution capability of the broker-dealer, the size of and difficulty in executing the order, and the reasonableness of the commission, if any (all for the specific transaction and on a continuing basis). In evaluating the best execution available, and in selecting the broker-dealer to execute a particular transaction, the Portfolio Manager may also consider the brokerage and research services (as those terms are used in Section 28(e) of the Securities Exchange Act of 1934) provided to a Fund and /or other accounts over which the Portfolio Manager or an affiliate of the Portfolio Manager exercises investment discretion. The Adviser will keep Portfolio Manager is authorized to pay a broker-dealer who provides such brokerage and research services a commission for executing a portfolio transaction for a Fund which is in excess of the Trust amount of commissions another broker-dealer would have charged for effecting that transaction if, but only if, the Porfolio 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-dealer viewed in terms of that particular transaction or in terms of all of the accounts over which the Portfolio Manager or an affiliate of the Portfolio Manager exercises investment discretion. Provided the investment objectives of a Fund and applicable law are adhered to, the Portfolio Manager may aggregate sale and purchase orders of securities and other investments held in the Fund with similar orders being made simultaneously for other accounts managed by the Portfolio Manager or with accounts of affiliates of the Portfolio Manager in accordance with a formula believed to be equitable to each account, taking into consideration an advantageous selling or purchase price, brokerage commissions and other expenses, and beneficial timing of transactions, or a combination of these and other factors. The Fund and the Manager recognize that in some cases this procedure may adversely affect the size of the position obtainable for such Fund; (d) keep the Manager and the Trustees informed of developments materially affecting related to the Portfolio and shallManager's duties hereunder that materially affect the Funds' portfolios; and, on the Adviser’s Portfolio Manager's own initiative, furnish to the Trust and or the Manager from time to time whatever information the Adviser Portfolio Manager believes appropriate for this purpose.; (ce) The Adviser agrees thatmake available to the Trust or the Manager, promptly upon their request, such copies of its investment records and ledgers with respect to the management of Funds as may be required to assist the Allocated AssetsTrust's administrator (the "Administrator"), it will comply the Trust and the Manager in their compliance with applicable provisions laws and regulations. The Portfolio Manager will furnish the Trustees or the Manager with such periodic and special reports regarding the Funds as reasonably agreed to by the Manager and Portfolio Manager; (f) immediately notify the Trust and the Manager in the event that the Portfolio Manager: (1) becomes aware that it is subject to a statutory disqualification that prevents the Portfolio Manager from serving as a portfolio manager pursuant to this Agreement; or (2) becomes aware that it is the subject of an administrative proceeding or enforcement action by the Investment Company Act SEC or other regulatory authority. The Portfolio Manager further agrees to notify the Trust and the Manager immediately of 1940any material fact known to the Portfolio Manager respecting or relating to the Portfolio Manager that is not contained in the Trust's Registration Statement regarding the Funds, as amended (the “Act”)or any amendment or supplement thereto, but that is required to be disclosed therein, and all rules of any statement contained therein respecting or relating to the Portfolio Manager that becomes untrue in any material respect; (g) in making investment decisions with respect to the Funds, use no material non-public information that may be in its possession nor will the Portfolio Manager seek to obtain any such information. Except as otherwise provided in this Agreement, the Portfolio Manager shall not be responsible hereunder for compliance monitoring, reporting or testing or for preparing or maintaining books and regulations thereunder, all applicable federal records for the Funds or otherwise providing accounting or pricing services to the Funds and state laws and regulations and with any applicable procedures adopted such services shall be provided by others retained by the Trust’s Board Funds. The Portfolio Manager shall have access to such reports and records to assist it in performing its services hereunder. The Portfolio Manager shall not be responsible for pursuing or defending legal causes of Trusteesaction that may be based on the purchase, provided in writing to the Adviser. When engaging in transactions in securities sale or other assets for the Portfolio with any adviser to any other fund or portfolio under common control with the Portfolio, including any adviser that is a principal underwriter or an “affiliated person” (as defined in the Act) holding of a principal underwriter in connection with such transactions, the Adviser or any of its “affiliated persons” will not consult (other than for purposes of complying with Rule 12d3-1(a) and (b)) with such other adviser. (d) The Manager will provide to the Adviser at the end of each calendar month security by a list (the “Monthly List”) of the securities comprising the Allocated Assets as of such month endFund. The Adviser agrees that it will review the Monthly List and promptly alert the Manager’s controllerPortfolio Manager shall, by facsimile at (000) 000-0000 or such other means as they may agreehowever, as to any discrepancies between the Adviser’s records of such holdings and the Monthly List. Upon the specific request of the Manager, the Adviser shall provide reasonable cooperation to the Manager the Adviser’s opinion as to the value of a security included in the Allocated Assets in order to assist the Manager, or the Trust’s Board of Trustees, as the case may be, in determining the value of such securityany possible proceeding.

Portfolio Management Duties. Subject to the overall supervision of the Trustees of the Trust and the Manager, the Portfolio Manager is hereby granted full responsibility and discretion, with respect to such portion of the assets of the Fund(s) as shall be allocated to it by the Manager for management pursuant to this Agreement from time to time (the "Assets"), for (a) Subject to the supervision management of the Manager and the Trust’s Board of Trustees, the Adviser will (i) manage the portion of the Portfolio’s assets allocated to the Adviser by the Manager and subject to the review of the Board of Trustees (“Allocated Assets”) Assets in accordance with the Portfolio’s Fund's investment objectives, policies and limitations as stated in the Trust’s Prospectus its prospectus and Statement of Additional InformationInformation included as part of the Trust's registration statement filed with the Securities and Exchange Commission ("SEC"), as they may be amended from time to time ("Registration Statement"), copies of which shall be provided to the Portfolio Manager by the Manager; and (iib) make investment decisions with respect to Allocated Assets; (iii) place the placement of orders to purchase and sell securities andfor the Fund. At the request of the Trustees or the Manager, where appropriate, commodity futures contracts and options of any type with respect the Portfolio Manager shall report to Allocated Assets; and (iv) vote proxies if such responsibility is delegated to the Adviser by the Board of Trustees.Trustees of the Trust or Manager regularly at such times and in such detail as the Board or Manager may from time to time determine to be appropriate. The Manager has herewith furnished the Portfolio Manager copies of the Fund's current Prospectus, Statement of Additional Information, Declaration and Bylaws and agrees during the continuance of this Agreement to furnish the Portfolio Manager copies of any amendments or supplements thereto before or at the time the amendments or supplements become effective. The Portfolio Manager will be entitled to rely on all such documents furnished to it by the Manager or the Trust. The Portfolio Manager further agrees that, in performing its duties hereunder, it will: (a) comply with the applicable sections of the 1940 Act and all applicable rules and regulations thereunder, the Advisers Act, the Internal Revenue Code (the "Code") and all other applicable federal and state laws and regulations, and with any applicable procedures adopted by the Trustees copies of which are provided to the Portfolio Manager by the Manager or the Trust; (b) use reasonable efforts to manage the Assets, and to coordinate its activities with the Manager and any other adviser of the applicable Fund, so that the Fund will qualify, and continue to qualify, as a regulated investment company under Subchapter M of the Code and regulations issued thereunder; (c) place orders for the investment of the Assets directly with the issuer, or with any broker or dealer, in accordance with applicable policies expressed in the prospectus and/or Statement of Additional Information with respect to the Fund and in accordance with applicable legal requirements. Specifically, in executing portfolio transactions and selecting broker-dealers, the Portfolio Manager will use its best efforts to seek best execution on behalf of each Fund. In assessing the best execution available for any transaction, the Portfolio Manager shall consider all factors it deems relevant, including the breadth of the market in the security, the price of the security, the financial condition and execution capability of the broker-dealer, the reasonableness of the commission, if any (all for the specific transaction and on a continuing basis). In evaluating the best execution available, and in selecting the broker-dealer to execute a particular transaction, the Portfolio Manager may also consider the brokerage and research services (as those terms are used in Section 28(e) of the Securities and Exchange Act of 1934) provided to a Fund and for other accounts over which the Portfolio Manager or an affiliate of the Portfolio Manager exercises investment discretion. The Adviser will Portfolio Manager is authorized to pay a broker-dealer who provides such brokerage and research services a commission for executing a portfolio transaction for a Fund which is in excess of the amount of commissions another broker-dealer would have charged for effecting that transaction if, but only if the Portfolio 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-dealer viewed in terms of that particular transaction or in terms of all of the accounts over which investment discretion is so exercised. Provided the investment objectives of the Fund and applicable law are adhered to, the Portfolio Manager may aggregate sale and purchase orders of securities and other investments held in the Fund with similar orders being made simultaneously for other accounts managed by the Portfolio Manager or with accounts of affiliates of the Portfolio Manager, if in the Portfolio Manager's reasonable judgment such aggregation shall result in an overall economic benefit to the Fund, taking into consideration an advantageous selling or purchase price, brokerage commissions and other expenses, and beneficial timing of transactions, or a combination of these and other factors; (d) furnish to the Trust, the Manager whatever statistical information the Trust , the Manager may reasonably request with respect to the Assets or contemplated investments; keep the Trust Manager and the Manager Trustees informed of developments materially affecting the Portfolio and shallFund's portfolio; and, on the Adviser’s Portfolio Manager's own initiative, furnish to the Trust and Trust, the Manager from time to time whatever information the Adviser Portfolio Manager believes appropriate for this purpose.; (ce) The Adviser agrees thatmake available to the Trust's administrator (the "Administrator"), the Trust or the Manager, promptly upon their request, such copies of its investment records and ledgers with respect to the management Fund as may be required to assist the Administrator, the Trust or the Manager in their compliance with applicable laws and regulations. The Portfolio Manager will furnish the Trustees or the Manager with such periodic and special reports regarding the Fund as the Trustees or the Manager may reasonably request; (f) immediately notify the Trust and the Manager in the event that the Portfolio Manager or any of their affiliates: (1) becomes aware that it is subject to a statutory disqualification that prevents the Portfolio Manager from serving as a subadviser pursuant to this Agreement; or (2) becomes aware that it is the subject of an administrative proceeding or enforcement action by the SEC or other regulatory authority. The Portfolio Manager further agrees to notify the Trust and the Manager immediately of any material fact known to the Portfolio Manager respecting or relating to the Portfolio Manager that is not contained in the Trust's Registration Statement regarding the Fund, or any amendment or supplement thereto, but that is required to be disclosed therein, and of any statement contained therein that becomes untrue in any material respect; (g) in making investment decisions with respect to the Assets, use no material non-public information that may be in its possession, nor will the Portfolio Manager seek to obtain any such information. (h) disclose portfolio holdings to no one other than the Manager, the Trust, or the Administrator except as expressly authorized in this Agreement or in the ordinary course of business in connection with placing orders for the purchase and sale of securities or obtaining investment licenses in various countries or the opening of custody accounts and dealing with settlement agents in various countries, or if such disclosure is required by applicable federal or state law or regulations or regulatory authorities having the requisite authority or if such disclosure is to Portfolio Manager's affiliates or third party service providers for reporting or to provide services to the Fund, consultants, accountants or legal advisors, all of whom are required to keep such information confidential. (i) in connection with securities transactions, the Portfolio Manager (or any affiliated person of the Allocated Assets, it will comply with applicable provisions Portfolio Manager) and any other portfolio manager that is advising an affiliate of the Investment Company Act of 1940, as amended (Fund entering into the “Act”), and all rules and regulations thereunder, all applicable federal and state laws and regulations and transaction are prohibited from consulting with any applicable procedures adopted by each other concerning transactions for the Trust’s Board of Trustees, provided in writing to the Adviser. When engaging in transactions Fund in securities or other assets for the Portfolio with any adviser assets. This prohibition does not apply to any other fund or portfolio under common control with the Portfolio, including any adviser that is a principal underwriter or an “affiliated person” (as defined in the Act) of a principal underwriter communications in connection with such transactionsthe Manager's (i) responsibility for evaluating and monitoring the portfolio manager(s); (ii) determination of the allocation of assets among the portfolio managers; and (iii) investment discretion with respect to the investment of Fund assets not otherwise assigned to a portfolio manager. Except as otherwise provided in this Agreement, the Adviser Portfolio Manager shall not be responsible hereunder for compliance monitoring, reporting or any of its “affiliated persons” will not consult (other than testing or for purposes of complying with Rule 12d3-1(a) preparing or maintaining books and (b)) with such other adviser. (d) The Manager will provide records for the Fund or otherwise providing accounting services to the Adviser at Fund and such services shall be provided by others retained by the end of each calendar month a list (the “Monthly List”) of the securities comprising the Allocated Assets as of such month endFund. The Adviser agrees Portfolio Manager shall have access to such reports and records to assist it in performing its services hereunder. The Portfolio Manager shall not be responsible for pursuing legal causes of action that it will review may be based on the Monthly List and promptly alert the Manager’s controllerpurchase, sale or holding of a security by facsimile at (000) 000-0000 or such other means as they may agreea Fund. The Portfolio Manager shall, as to any discrepancies between the Adviser’s records of such holdings and the Monthly List. Upon the specific request of the Managerhowever, the Adviser shall provide notice to the Manager the Adviser’s opinion as of any such potential claim of which it is aware and provide reasonable cooperation to the value of a security included Manager in the Allocated Assets in order to assist the Manager, or the Trust’s Board of Trustees, as the case may be, in determining the value of such securityany possible proceeding.

Portfolio Management Duties. (a) Subject to the supervision of the Manager and the Trust’s 's Board of Trustees, the Adviser will (i) manage the portion of the Portfolio’s 's assets allocated to the Adviser by the Manager and subject to the review of the Board of Trustees (“"Allocated Assets”") in accordance with the Portfolio’s 's investment objectives, policies and limitations as stated in the Trust’s 's Prospectus and Statement of Additional Information; (ii) make investment decisions with respect to Allocated Assets; (iii) place orders to purchase and sell securities and, where appropriate, commodity futures contracts and options of any type with respect to Allocated Assets; and (iv) vote proxies if such responsibility is delegated to the Adviser by the Board of Trustees. (b) The Adviser will keep the Trust and the Manager informed of developments materially affecting the Portfolio and shall, on the Adviser’s 's own initiative, furnish to the Trust and the Manager from time to time whatever information the Adviser believes appropriate for this purpose. (c) The Adviser agrees that, with respect to the management of the Allocated Assets, it will comply with applicable provisions of the Investment Company Act of 1940, as amended (the “"Act”"), and all rules and regulations thereunder, all applicable federal and state laws and regulations and with any applicable procedures adopted by the Trust’s 's Board of Trustees, provided in writing to the Adviser. When engaging in transactions in securities or other assets for the Portfolio with any adviser to any other fund or portfolio under common control with the Portfolio, including any adviser that is a principal underwriter or an “"affiliated person” " (as defined in the Act) of a principal underwriter in connection with such transactions, the Adviser or any of its “"affiliated persons” " will not consult (other than for purposes of complying with Rule 12d3-1(a) and (b)) with such other adviser. (d) The Manager will provide to the Adviser at the end of each calendar month a list (the “"Monthly List”") of the securities comprising the Allocated Assets as of such month end. The Adviser agrees that it will review the Monthly List and promptly alert the Manager’s Manager?s controller, by facsimile at (000) 000-0000 or such other means as they may agree, as to any discrepancies between the Adviser’s 's records of such holdings and the Monthly List. Upon the specific request of the Manager, the Adviser shall provide to the Manager the Adviser’s 's opinion as to the value of a security included in the Allocated Assets in order to assist the Manager, or the Trust’s Trust?s Board of Trustees, as the case may be, in determining the value of such security.

Portfolio Management Duties. Subject to the overall supervision of the Trustees of the Trust and the Manager, the Portfolio Manager is hereby granted full responsibility and discretion, with respect to such portion of each Fund's assets as shall be allocated to it by the Manager for management pursuant to this Agreement from time to time (the "Assets"), for (a) Subject to the supervision management of the Manager and the Trust’s Board of Trustees, the Adviser will (i) manage the portion of the Portfolio’s assets allocated to the Adviser by the Manager and subject to the review of the Board of Trustees (“Allocated Assets”) Assets in accordance with the Portfolio’s Fund's investment objectives, policies and limitations as stated in the Trust’s Prospectus its prospectus and Statement of Additional InformationInformation included as part of the Trust's registration statement filed with the Securities and Exchange Commission ("SEC"), as they may be amended from time to time, ("Registration Statement") copies of which shall be provided to the Portfolio Manager by the Manager; and (iib) make investment decisions with respect to Allocated Assets; (iii) place the placement of orders to purchase and sell securities andfor the Fund. At the request of the Trustees or the Manager, where appropriatethe Portfolio Manager shall, commodity futures contracts and options upon receipt of any type with respect reasonable notice from the Manager, report to Allocated Assets; and (iv) vote proxies if such responsibility is delegated to the Adviser by the Board of Trustees of the Trust regularly at such times and in such detail as the Board or the Manager may from time to time determine to be appropriate. The Manager has herewith furnished the Portfolio Manager copies of each Fund's current Prospectus, Statement of Additional Information, Declaration and Bylaws and agrees during the continuance of this Agreement to furnish the Portfolio Manager copies of any amendments or supplements thereto before or at the time the amendments or supplements become effective. The Portfolio Manager will be entitled to rely on all such documents furnished to it by the Manager or the Trust. The Portfolio Manager further agrees that, in performing its duties hereunder, it will: (a) comply with the 1940 Act and all rules and regulations thereunder, the Advisers Act, the Internal Revenue Code (the "Code") and all other applicable federal and state laws and regulations, and with any applicable procedures adopted by the Trustees.; (b) use reasonable efforts to manage the Assets, and to coordinate its activities with the Manager and any other portfolio manager of a particular Fund, if any, so that the Fund will qualify, and continue to qualify, as a regulated investment company under Subchapter M of the Code and regulations issued thereunder. The Adviser Manager shall perform quarterly and annual tax compliance tests to ensure that the Fund is in compliance with Subchapter M and Section 817(h) of the Code. In connection with such compliance tests, the Manager shall prepare and provide reports to the Portfolio Manager within ten (10) business days of a calendar quarter end relating to the diversification of the Fund under Subchapter M and Section 817(h) of the Code. If the Manager determines that the Fund is not in compliance with the requirements noted above, the Portfolio Manager, upon notification from the Manager, will keep take prompt action to bring the Fund back into compliance within the time permitted under the Code; (c) place orders for the investment of the Assets directly with the issuer, or with any broker or dealer, in accordance with applicable policies expressed in the prospectus and/or Statement of Additional Information with respect to each Fund and in accordance with applicable legal requirements. Specifically, in executing portfolio transactions and selecting broker-dealers, the Portfolio Manager will use its best efforts to seek best execution on behalf of each Fund. In assessing the best execution available for any transaction, the Portfolio Manager shall consider all factors it deems relevant, including the breadth of the market in the security, the price of the security, the financial condition and execution capability of the broker-dealer, and the reasonableness of the commission, if any (all for the specific transaction and on a continuing basis). In evaluating the best execution available, and in selecting the broker-dealer to execute a particular transaction, the Portfolio Manager may also consider the brokerage and research services (as those terms are used in Section 28(e) of the Securities and Exchange Act of 1934) provided to a Fund and /or other accounts over which the Portfolio Manager or an affiliate of the Portfolio Manager exercises investment discretion. The Portfolio Manager is authorized to pay a broker-dealer who provides such brokerage and research services a commission for executing a portfolio transaction for a Fund which is in excess of the amount of commission another broker-dealer would have charged for effecting that transaction if, but only if, the Portfolio 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-dealer viewed in terms of that particular transaction or in terms of all of the accounts over which investment discretion is so exercised; (d) furnish to the Trust and the Manager whatever statistical information the Trust , the Manager or such other portfolio manager, if any, may reasonably request with respect to the Assets or contemplated investments; keep the Manager and the Trustees informed of developments materially affecting the Portfolio and shalleach Fund's portfolio; and, on the Adviser’s Portfolio Manager's own initiative, furnish to the Trust and the Manager from time to time whatever information the Adviser Portfolio Manager believes appropriate for this purpose.appropriate; (ce) make available to the Trust's administrator (the "Administrator"), the Trust or the Manager, promptly upon their request, such copies of its investment records and ledgers with respect to each Fund as may be required to assist the Administrator, the Trust and the Manager in their compliance with applicable laws and regulations. The Adviser Portfolio Manager will furnish the Trustees with such periodic and special reports regarding the Fund as the Trustees may reasonably request; (f) immediately notify the Trust and the Manager in the event that the Portfolio Manager or any of its advisory affiliates, as defined in the instructions to Form ADV: (1) becomes aware that it is subject to a statutory disqualification that prevents the Portfolio Manager from serving as a portfolio manager pursuant to this Agreement; or (2) becomes aware that it is the subject of a publicly announced administrative proceeding or enforcement action by the SEC or other regulatory authority. The Portfolio Manager further agrees thatto notify the Trust and the Manager immediately of any material fact known to the Portfolio Manager respecting or relating to the Portfolio Manager that is not contained in the Trust's Registration Statement regarding the Funds, or any amendment or supplement thereto, but that is required to be disclosed therein, and of any statement contained therein that becomes untrue in any material respect; (g) in making investment decisions with respect to the management of the Allocated Assets, it will comply with applicable provisions of the Investment Company Act of 1940, as amended (the “Act”), and all rules and regulations thereunder, all applicable federal and state laws and regulations and with any applicable procedures adopted by the Trust’s Board of Trustees, provided use no inside information that may be in writing to the Adviser. When engaging in transactions in securities its possession or other assets for the Portfolio with any adviser to any other fund or portfolio under common control with the Portfolio, including any adviser that is a principal underwriter or an “affiliated person” (as defined in the Act) possession of a principal underwriter in connection with such transactions, the Adviser or any of its “affiliated persons” affiliates, nor will the Portfolio Manager seek to obtain any such information. Except as otherwise provided in this Agreement, the Portfolio Manager shall not consult (other than be responsible hereunder for purposes of complying with Rule 12d3-1(a) compliance monitoring, reporting or testing or for preparing or maintaining books and (b)) with such other adviser. (d) The Manager will provide records for a Fund or otherwise providing accounting services to the Adviser at Fund and such services shall be provided by others retained by the end of each calendar month a list (the “Monthly List”) of the securities comprising the Allocated Assets as of such month endFund. The Adviser agrees that it will review the Monthly List Portfolio Manager shall have access to such reports and promptly alert the Manager’s controller, by facsimile at (000) 000-0000 or such other means as they may agree, as to any discrepancies between the Adviser’s records of such holdings and the Monthly List. Upon the specific request of the Manager, the Adviser shall provide to the Manager the Adviser’s opinion as to the value of a security included in the Allocated Assets in order to assist the Manager, or the Trust’s Board of Trustees, as the case may be, it in determining the value of such securityperforming its services hereunder.

Portfolio Management Duties. (a) Subject to the supervision of the Manager and the Trust’s 's Board of Trustees, the Adviser will (i) manage the portion of the Portfolio’s 's assets allocated to the Adviser by upon the recommendation of the Manager and subject to the review of the Board of Trustees (“"Allocated Assets”") in accordance with the Portfolio’s 's investment objectives, policies and limitations as stated in the Trust’s 's Prospectus and Statement of Additional Information; (ii) make investment decisions with respect to Allocated Assets; and (iii) place orders to purchase and sell securities and, where appropriate, commodity futures contracts and options of any type with respect to Allocated Assets; . The Manager understands and (iv) vote proxies if such responsibility is delegated to agrees that the Adviser by the Board of Trusteesdoes not guarantee or represent that any investment objectives will be achieved. (b) The Adviser will keep the Trust and the Manager informed of developments materially affecting the Portfolio and shall, on the Adviser’s 's own initiative, furnish to the Trust and the Manager from time to time whatever information the Adviser believes appropriate for this purpose. (c) The Adviser agrees that, with respect to the management of the Allocated Assets, that it will comply with applicable provisions of the Investment Company Act of 1940, as amended (the “"Act”"), and all rules and regulations thereunder, all applicable federal and state laws and regulations and with any applicable procedures adopted by the Trust’s 's Board of Trustees, provided in writing to the Adviser. When engaging in transactions in securities or other assets for the Portfolio with any adviser to any other fund or portfolio under common control with the Portfolio, including any adviser that is a principal underwriter or an “affiliated person” (as defined in the Act) of a principal underwriter in connection with such transactions, the Adviser or any of its “affiliated persons” will not consult (other than for purposes of complying with Rule 12d3-1(a) and (b)) with such other adviser. (d) The Manager will provide to the Adviser at the end of each calendar month a list (the “Monthly List”) of the securities comprising the Allocated Assets as of such month end. The Adviser agrees that it will will, on at least a monthly basis, review the Monthly List custodian's pricing of securities with respect to each security held in the Adviser's portion of the Portfolio and promptly alert advise the Manager’s controller, Manager in writing by sending a facsimile transmission to the Portfolio's controller at (000) 000 000-0000 or such other means as they may agree, as to of any discrepancies between the Adviser’s records of such holdings and the Monthly List. Upon the specific request of the Manager, changes in price which the Adviser shall provide to the Manager the Adviser’s opinion as to the value of a security included in the Allocated Assets in order to assist the Manager, or the Trust’s Board of Trustees, as the case may be, in determining the value of such securityrecommends.

Portfolio Management Duties. (a) Subject to the supervision of the Manager and the Trust’s Board of Trustees, the Adviser will (i) manage the portion of the Portfolio’s assets allocated to the Adviser by the Manager and subject to the review of the Board of Trustees (“Allocated Assets”) in accordance with the Portfolio’s investment objectives, policies and limitations as stated in the Trust’s Prospectus and Statement of Additional Information; (ii) make investment decisions with respect to Allocated Assets; and (iii) place orders to purchase and sell securities and, where appropriate, commodity futures contracts and options of any type with respect to Allocated Assets; and . The Manager understands that the Adviser does not guarantee that any investment objectives will be achieved. (ivb) vote proxies if such To the extent responsibility therefore is delegated to the Adviser by the Trust’s Board of Trustees, the Adviser shall be responsible for voting all proxies related to Allocated Assets, in accordance with Adviser’s “Proxy Voting Policies and Procedures”, as may be amended from time to time. The Adviser shall maintain a record of how the Adviser voted and such record shall be available to the Manager upon its request. The right of Adviser to vote proxies shall continue until the earlier of the termination of the Agreement or such time as the Board of Trustees specifically revokes Adviser’s authority to vote proxies and specifically reserves such right to the Manager or to another. (bc) The Adviser will keep the Trust and the Manager informed of developments materially affecting the Portfolio and shall, on the Adviser’s own initiative, furnish to the Trust and the Manager from time to time whatever information the Adviser believes appropriate for this purpose. (cd) The Adviser agrees that, with respect to the management of the Allocated Assets, it will comply with applicable provisions of the Investment Company Act of 1940, as amended (the “Act”), and all rules and regulations thereunder, all applicable federal and state laws and regulations and with any applicable procedures adopted by the Trust’s Board of Trustees, provided in writing or such other means as they may agree, to the Adviser. When engaging in transactions in securities or other assets for the Portfolio with any adviser to any other fund or portfolio under common control with the Portfolio, including any adviser that is a principal underwriter or an “affiliated person” (as defined in the Act) of a principal underwriter in connection with such transactions, the Adviser or any of its “affiliated persons” will not consult (other than for purposes of complying with Rule 12d3-1(a) and (b)) with such other adviser. (de) The Manager will provide to the Adviser at the end of each calendar month a list (the “Monthly List”) of the securities comprising the Allocated Assets as of such month end. The Adviser agrees that it will review the Monthly List and promptly alert the Manager’s controller, by facsimile at (000( ) 000-0000 – or such other means as they may agree, as to any discrepancies between the Adviser’s records of such holdings and the Monthly List. Upon the specific request of the Manager, the Adviser shall provide to the Manager the Adviser’s opinion as to the value of a security included in the Allocated Assets in order to assist the Manager, or the Trust’s Board of Trustees, as the case may be, in determining the value of such security. (f) The Adviser may from time to time seek research assistance and rely on investment management resources available to it through its affiliated companies, but in no case shall such reliance relieve the Adviser of any of its obligations hereunder, nor shall the Manager, the Trust or the Portfolio be responsible for any additional fees or expenses hereunder as a result. (g) The Adviser shall have no responsibility under this Agreement with respect to the management of assets of the Portfolio other than the portion of the Portfolio’s assets with respect to which the Adviser provides investment advice.

Portfolio Management Duties. (a) Subject to the supervision of the Manager and the Trust’s Board of Trustees, the Adviser will (i) manage the portion portions of the Portfolio’s Portfolios’ assets allocated to the Adviser by the Manager and subject to the review of the Board of Trustees (the “Allocated Assets”) in accordance with the Portfolio’s Portfolios’ investment objectives, policies and limitations as stated in the Trust’s Prospectus and Statement of Additional Information; (ii) make investment decisions with respect to Allocated Assets; and (iii) place orders to purchase and sell securities and, where appropriate, commodity futures contracts and options of any type with respect to Allocated Assets; and . The Manager understands that the Adviser does not guarantee that any investment objectives will be achieved. (ivb) vote proxies if such To the extent responsibility therefore is delegated to the Adviser by the Trust’s Board of Trustees, the Adviser shall be responsible for voting all proxies related to Allocated Assets, in accordance with Adviser’s “Proxy Voting Policies and Procedures,” as may be amended from time to time. The Adviser shall maintain a record of how the Adviser voted and such record shall be available to the Manager upon its request. The right of Adviser to vote proxies shall continue until the earlier of the termination of the Agreement or such time as the Board of Trustees specifically revokes Adviser’s authority to vote proxies and specifically reserves such right to the Manager or to another. (bc) The Adviser will keep the Trust and the Manager informed of developments materially affecting the Portfolio Portfolios and shall, on the Adviser’s own initiative, furnish to the Trust and the Manager from time to time whatever information the Adviser believes appropriate for this purpose. (cd) The Adviser agrees that, with respect to the management of the Allocated Assets, it will comply with applicable provisions of the Investment Company Act of 1940, as amended (the “1940 Act”), and all rules and regulations thereunder, all applicable federal and state laws and regulations and with any applicable procedures adopted by the Trust’s Board of Trustees, provided in writing or such other means as they may agree, to the Adviser. When engaging in transactions in securities or other assets for the Portfolio Portfolios with any adviser to any other fund or portfolio under common control with the PortfolioPortfolios, including any adviser that is a principal underwriter or an “affiliated person” (as defined in the Act0000 Xxx) of a principal underwriter in connection with such transactions, the Adviser or any of its “affiliated persons” will not consult (other than for purposes of complying with Rule 12d3-1(a) and (b)) with such other adviser. (de) The Manager will provide to the Adviser at the end of each calendar month a list (the “Monthly List”) of the securities comprising the Allocated Assets as of such month end. The Adviser agrees that it will review the Monthly List and promptly alert the Manager’s controller, by facsimile at (000) 000-0000 or such other means as they may agree, as to any discrepancies between the Adviser’s records of such holdings and the Monthly List. Upon the specific request of the Manager, the Adviser shall provide to the Manager the Adviser’s opinion as to the value of a security included in the Allocated Assets in order to assist the Manager, or the Trust’s Board of Trustees, as the case may be, in determining the value of such security. (f) The Adviser may from time to time seek research assistance and rely on investment management resources available to it through its affiliated companies, but in no case shall such reliance relieve the Adviser of any of its obligations hereunder, nor shall the Manager, the Trust or the Portfolios be responsible for any additional fees or expenses hereunder as a result. (g) The Adviser shall have no responsibility under this Agreement with respect to the management of assets of the Portfolios other than the portion of the Portfolios’ assets with respect to which the Adviser provides investment advice.

Portfolio Management Duties. (a) Subject to the supervision of the Manager and the Trust’s 's Board of Trustees, the Adviser will (i) manage the portion of the Portfolio’s 's assets allocated to the Adviser by the Manager and subject to the review of the Board of Trustees (“"Allocated Assets”") in accordance with the Portfolio’s 's investment objectives, policies and limitations as stated in the Trust’s 's Prospectus and Statement of Additional Information; (ii) make investment decisions with respect to Allocated Assets; and (iii) place orders to purchase and sell securities and, where appropriate, commodity futures contracts and options of any type with respect to Allocated Assets; . Copies of the Prospectus and (iv) vote proxies if such responsibility is delegated the Statement of Additional Information have been or will be submitted to the Adviser. The Manager agrees promptly to provide copies of all amendments and supplements to the current Prospectus and the Statement of Additional Information to the Adviser by on an on-going basis. Until the Board Manager delivers any such amendment or supplement to the Adviser, the Adviser shall be fully protected in relying on the Prospectus and Statement of TrusteesAdditional Information as previously furnished to the Adviser. (b) The Adviser will keep the Trust and the Manager informed of developments materially affecting the Portfolio and shall, on the Adviser’s 's own initiative, furnish to the Trust and the Manager from time to time whatever information the Adviser believes appropriate for this purpose. (c) The Adviser agrees that, with respect to the management of the Allocated Assets, it will comply with applicable provisions of the Investment Company Act of 1940, as amended (the “"Act”"), and all rules and regulations thereunder, all applicable federal and state laws and regulations and with any applicable procedures adopted by the Trust’s 's Board of Trustees, provided in writing or such other means as they may agree, to the Adviser. When engaging in transactions in securities or other assets for the Portfolio with any adviser to any other fund or portfolio under common control with the Portfolio, including any adviser that is a principal underwriter or an “"affiliated person” " (as defined in the Act) of a principal underwriter in connection with such transactions, the Adviser or any of its “"affiliated persons” " will not consult (other than for purposes of complying with Rule 12d3-1(a) and (b)) with such other adviser. (d) The Manager will provide to the Adviser at the end of each calendar month a list (the “"Monthly List”") of the securities comprising the Allocated Assets as of such month end. The Adviser agrees that it will review the Monthly List and promptly alert the Manager’s 's controller, by facsimile at (000) 000-0000 or such other means as they may agree, as to any discrepancies between the Adviser’s 's records of such holdings and the Monthly List. Upon The Adviser shall not be responsible for the valuation of the securities comprising the Allocated Assets, except that, upon the specific request of the Manager, the Adviser shall provide to the Manager the Adviser’s 's opinion as to the value of a security included in the Allocated Assets in order to assist the Manager, or the Trust’s 's Board of Trustees, as the case may be, in determining the value of such security. (e) Unless the Manager gives the Adviser written instructions to the contrary, the Adviser shall use its good faith judgment in a manner which it reasonably believes best serves the interest of the Portfolio's shareholders to vote or abstain from voting all proxies solicited by or with respect to the issuers of securities in which assets of the Portfolio may be invested. The Manager shall instruct the Trust's custodian to timely forward or to cause to be timely forwarded to the Adviser all relevant proxy solicitation materials to the Adviser's address indicated in the Notices section of this Agreement, or such other address as the Adviser shall, in a written notice to the Manager, indicate as the address to which such proxy solicitation materials shall be delivered, and such proxy solicitation materials shall be deemed delivered to the Adviser three business days after posting by regular mail or if sent by overnight courier service, one business day after mailing. The Adviser shall not be responsible for any failure to vote proxies that are not received by, or delivered to, the Adviser or its designated agents in sufficient time to permit the Adviser or such agents to vote such proxies, unless the Adviser has received other actual knowledge of or notice of such proxy, in which case the Adviser shall make inquiries of the Manager with respect to such proxy. Beginning June 3, 2003 the Adviser shall provide the Manager, on a quarterly basis, information regarding its proxy voting with respect to such securities, in such form as to be agreed to by the parties hereto, certified by an officer of the Adviser.

Portfolio Management Duties. (a) Subject to the supervision of the Manager and the Trust’s 's Board of Trustees, the Adviser will (i) manage the portion of the Portfolio’s 's assets allocated to the Adviser by the Manager and subject to the review of the Board of Trustees (“"Allocated Assets”") in accordance with the Portfolio’s 's investment objectives, policies and limitations as stated in the Trust’s 's Prospectus and Statement of Additional Information; (ii) make investment decisions with respect to Allocated Assets; and (iii) place orders to purchase and sell securities and, where appropriate, commodity futures contracts and options of any type with respect to Allocated Assets; and (iv) vote proxies if such responsibility is delegated to the Adviser by the Board of Trustees. (b) The Adviser will keep the Trust and the Manager informed of developments materially affecting the Portfolio Allocated Assets and shall, on the Adviser’s 's own initiative, furnish to the Trust and the Manager from time to time whatever information the Adviser believes appropriate for this purpose. (c) The Adviser agrees that, with respect to the management of the Allocated Assets, it will comply with applicable provisions of the Investment Company Act of 1940, as amended (the “"Act”"), and all rules and regulations thereunder, all applicable federal and state laws and regulations and with any applicable procedures adopted by the Trust’s 's Board of Trustees, provided in writing or such other means as they may agree, to the Adviser. When engaging in transactions in securities or other assets for the Portfolio with any adviser to any other fund or portfolio under common control with the Portfolio, including any adviser that is a principal underwriter or an “affiliated person” (as defined in the Act) of a principal underwriter in connection with such transactions, the Adviser or any of its “affiliated persons” will not consult (other than for purposes of complying with Rule 12d3-1(a) and (b)) with such other adviser. (d) The Manager will provide to the Adviser at the end of each calendar month a list (the “"Monthly List”") of the securities comprising the Allocated Assets as of such month end. The Adviser agrees that it will review the Monthly List and promptly alert the Manager’s 's controller, by facsimile at (000) 000-0000 or such other means as they may agree, as to any discrepancies between the Adviser’s 's records of such holdings and the Monthly List. Upon the specific request of the Manager, the Adviser shall provide to the Manager the Adviser’s 's opinion as to the value of a security included in the Allocated Assets in order to assist the Manager, or the Trust’s 's Board of Trustees, as the case may be, in determining the value of such security.

Portfolio Management Duties. (a) Subject to the supervision of the Manager and the Trust’s 's Board of Trustees, the Adviser will (i) manage the portion of the Portfolio’s 's assets allocated to the Adviser by the Manager and subject to the review of the Board of Trustees (“"Allocated Assets”") in accordance with the Portfolio’s 's investment objectives, policies and limitations as stated in the Trust’s 's Prospectus and Statement of Additional Information; (ii) make investment decisions with respect to Allocated Assets; and (iii) place orders to purchase and sell securities and, where appropriate, commodity futures contracts and options of any type with respect to Allocated Assets; and (iv) vote proxies if such responsibility is delegated to the Adviser by the Board of Trustees. (b) The Adviser will keep the Trust and the Manager informed of developments materially affecting the Portfolio and shall, on the Adviser’s 's own initiative, furnish to the Trust and the Manager from time to time whatever information the Adviser believes appropriate for this purpose. (c) The Adviser agrees that, with respect to the management of the Allocated Assets, it will comply with applicable provisions of the Investment Company Act of 1940, as amended (the “"Act”"), and all rules and regulations thereunder, all applicable federal and state laws and regulations and with any applicable procedures adopted by the Trust’s 's Board of Trustees, provided in writing to the Adviser. When engaging in transactions in securities or other assets for the Portfolio with any adviser to any other fund or portfolio under common control with the Portfolio, including any adviser that is a principal underwriter or an “"affiliated person” " (as defined in the Act) of a principal underwriter in connection with such transactions, the Adviser or any of its “"affiliated persons” " will not consult (other than for purposes of complying with Rule 12d3-1(a) and (b)) with such other adviser. (d) The Manager will provide to the Adviser at the end of each calendar month a list (the “"Monthly List”") of the securities comprising the Allocated Assets as of such month end. The Adviser agrees that it will review the Monthly List and promptly alert the Manager’s 's controller, by facsimile at (000) 000-0000 or such other means as they may agree, as to any discrepancies between the Adviser’s 's records of such holdings and the Monthly List. Upon the specific request of the Manager, the Adviser shall provide to the Manager the Adviser’s 's opinion as to the value of a security included in the Allocated Assets in order to assist the Manager, or the Trust’s 's Board of Trustees, as the case may be, in determining the value of such security.

Portfolio Management Duties. (a) Subject to the supervision of the Manager and the Trust’s 's Board of Trustees, the Adviser will (i) manage the portion of the Portfolio’s 's assets allocated to the Adviser by the Manager and subject to the review of the Board of Trustees (“"Allocated Assets”") in accordance with the Portfolio’s 's investment objectives, policies and limitations as stated in the Trust’s 's Prospectus and Statement of Additional Information; (ii) make investment decisions with respect to Allocated Assets; (iii) place orders to purchase and sell securities and, where appropriate, commodity futures contracts and options of any type with respect to Allocated Assets; and (iv) vote proxies if such responsibility is delegated to the Adviser by the Board of Trustees. (b) The Adviser will keep the Trust and the Manager informed of developments materially affecting the Portfolio and shall, on the Adviser’s 's own initiative, furnish to the Trust and the Manager from time to time whatever information the Adviser believes appropriate for this purpose. (c) The Adviser agrees that, with respect to the management of the Allocated Assets, it will comply with applicable provisions of the Investment Company Act of 1940, as amended (the “"Act”"), and all rules and regulations thereunder, all applicable federal and state laws and regulations and with any applicable procedures adopted by the Trust’s 's Board of Trustees, provided in writing to the Adviser. When engaging in transactions in securities or other assets for the Portfolio with any adviser to any other fund or portfolio under common control with the Portfolio, including any adviser that is a principal underwriter or an “?affiliated person” ? (as defined in the Act) of a principal underwriter in connection with such transactions, the Adviser or any of its “?affiliated persons” ? will not consult (other than for purposes of complying with Rule 12d3-1(a) and (b)) with such other adviser. (d) The Manager will provide to the Adviser at the end of each calendar month a list (the “"Monthly List”") of the securities comprising the Allocated Assets as of such month end. The Adviser agrees that it will review the Monthly List and promptly alert the Manager’s Manager?s controller, by facsimile at (000) 000-0000 or such other means as they may agree, as to any discrepancies between the Adviser’s Adviser?s records of such holdings and the Monthly List. Upon the specific request of the Manager, the Adviser shall provide to the Manager the Adviser’s Adviser?s opinion as to the value of a security included in the Allocated Assets in order to assist the Manager, or the Trust’s Trust?s Board of Trustees, as the case may be, in determining the value of such security.

Portfolio Management Duties. Subject to the overall supervision of the Trustees of the Trust and the Manager, the Portfolio Manager is hereby granted full responsibility and discretion, with respect to such portion of the assets of the Fund(s) as shall be allocated to it by the Manager for management pursuant to this Agreement from time to time (the "Assets"), for (a) Subject to the supervision management of the Manager and the Trust’s Board of Trustees, the Adviser will (i) manage the portion of the Portfolio’s assets allocated to the Adviser by the Manager and subject to the review of the Board of Trustees (“Allocated Assets”) Assets in accordance with the Portfolio’s Fund's investment objectives, policies and limitations as stated in the Trust’s Prospectus its prospectus and Statement of Additional InformationInformation included as part of the Trust's registration statement filed with the Securities and Exchange Commission ("SEC"), as they may be amended from time to time ("Registration Statement"), copies of which shall be provided to the Portfolio Manager by the Manager; and (iib) make investment decisions with respect to Allocated Assets; (iii) place the placement of orders to purchase and sell securities and, where appropriate, commodity futures contracts and options of any type with respect to Allocated Assets; and (iv) vote proxies if such responsibility is delegated to for the Adviser by the Board of Trustees. (b) Fund. The Adviser will keep the Trust and the Portfolio Manager informed of developments materially affecting the Portfolio and shall, on the Adviser’s own initiative, furnish to the Trust and the Manager may from time to time whatever information employ or hire any person or persons believed to be particularly fitted to assist in its performance of services pursuant to this Agreement. The Portfolio Manager will pay the Adviser believes appropriate for compensation of any such persons, and no obligation will be incurred by, or on behalf of, the Trust, the Fund, or the Manager with respect to them. At the request of the Trustees or the Manager, the Portfolio Manager shall report to the Board of Trustees of the Trust or Manager regularly at such times and in such detail as the Board or Manager may from time to time reasonably determine to be appropriate. The Manager has herewith furnished the Portfolio Manager copies of the Fund's current Prospectus, Statement of Additional Information, Declaration and Bylaws and agrees during the continuance of this purpose. (c) Agreement to furnish the Portfolio Manager copies of any amendments or supplements thereto before or at the time the amendments or supplements become effective. The Adviser Portfolio Manager will be entitled to rely on all such documents furnished to it by the Manager or the Trust. The Portfolio Manager further agrees that, with respect to the management of the Allocated Assetsin performing its duties hereunder, it will will: (i) comply with applicable provisions of the Investment Company 1940 Act of 1940, as amended (and the “Act”), Advisers Act and all rules and regulations thereunder, and all other applicable federal and state laws and regulations regulations, and with any applicable procedures adopted by the Trust’s Board Trustees; (ii) comply with the Internal Revenue Codes (the "Code"), which shall include using reasonable efforts to manage the Assets, and coordinating its activities with the Manager and any other portfolio manager of Trusteesthe Fund, provided if any, so that the Fund will qualify, and continue to qualify, as a regulated investment company under Subchapter M of the Code and regulations issued thereunder; (iii) place orders for the investment of the Assets directly with the issuer, or with any broker or dealer, in writing accordance with applicable policies expressed in the prospectus and/or Statement of Additional Information with respect to the AdviserFund and in accordance with applicable legal requirements. When engaging Specifically, in executing portfolio transactions and selecting broker-dealers, the Portfolio Manager will use its best efforts to seek best execution on behalf of each Fund. In assessing the best execution available for any transaction, the Portfolio Manager shall consider all factors it deems relevant, including the breadth of the market in the security, the price of the security, the financial condition and execution capability of the broker-dealer, the reasonableness of the commission, if any (all for the specific transaction and on a continuing basis). In evaluating the best execution available, and in selecting the broker-dealer to execute a particular transaction, the Portfolio Manager may also consider the brokerage and research services (as those terms are used in Section 28(e) of the Securities and Exchange Act of 1934) provided to a Fund and /or other accounts over which the Portfolio Manager or an affiliate of the Portfolio Manager exercises investment discretion. The Portfolio Manager is authorized to pay a broker-dealer who provides such brokerage and research services a commission for executing a portfolio transaction for a Fund which is in excess of the amount of commissions another broker-dealer would have charged for effecting that transaction if, but only if, the Portfolio 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-dealer viewed in terms of that particular transaction or in terms of all of the accounts over which investment discretion is so exercised. Provided the investment objectives of the Fund and applicable law are adhered to, the Portfolio Manager may aggregate sale and purchase orders of securities and other investments held in the Fund with similar orders being made simultaneously for other accounts managed by the Portfolio Manager or with accounts of affiliates of the Portfolio Manager, if in the Portfolio Manager's reasonable judgment such aggregation shall result in an overall economic benefit to the Fund, taking into consideration an advantageous selling or purchase price, brokerage commissions or other expenses, and beneficial timing of transactions, or a combination of these and other factors. Due to the type of securities Portfolio Manager intends to purchase, and the market and trading environment for such securities, Manager agrees, notwithstanding anything to the contrary contained herein, that Manager shall not require Portfolio Manager to effect portfolio transactions with any particular broker-dealer, and that Portfolio Manager shall have sole discretion to select broker-dealers to execute such transactions on behalf of the Fund, so long as such selection is otherwise consistent with Portfolio Manager's obligations under this paragraph 2 (a) (iii); (iv) furnish to the Trust, the Manager and any other portfolio manager of a Fund, if any, whatever statistical information the Trust , the Manager or such other portfolio manager may reasonably request with respect to the Assets or contemplated investments; keep the Manager and the Trustees and, as appropriate, such other portfolio managers informed of developments materially affecting the Fund's portfolio; and, on the Portfolio Manager's own initiative, furnish to the Trust, the Manager or such other portfolio manager from time to time whatever information the Portfolio Manager believes appropriate for this purpose; (v) make available to the Trust's administrator (the "Administrator"), the Trust or the Manager, promptly upon their request, such copies of its investment records and ledgers with respect to the Fund as may reasonably be required to assist the Administrator, the Trust or the Manager in their compliance with applicable laws and regulations. The Portfolio Manager will furnish the Trustees or the Manager with such periodic and special reports regarding the Fund as the Trustees or the Manager may reasonably request; (vi) immediately notify the Trust and the Manager in the event that the Portfolio Manager or any of their affiliates: (1) becomes aware that it is subject to a statutory disqualification that prevents the Portfolio Manager from serving as a portfolio manager pursuant to this Agreement; or (2) becomes aware of important developments materially affecting the Fund, including but not limited to any material legal or administrative proceedings against the Portfolio Manager by the Securities and Exchange Commission or other regulatory authority having jurisdiction over the Portfolio Manager relating to violations of Federal or state securities laws by the Portfolio Manager. The Portfolio Manager further agrees to notify the Trust and the Manager immediately of any material fact known to the Portfolio Manager respecting or relating to the Portfolio Manager that is not contained in the Trust's Registration Statement regarding the Fund, or any amendment or supplement thereto, but that is required to be disclosed therein, and of any statement contained therein that becomes untrue in any material respect; (vii) in making investment decisions with respect to the Assets, use no material non-public information that may be in its possession or in the possession of any of its affiliates, nor will the Portfolio Manager seek to obtain any such information; (viii) disclose portfolio holdings to no one other than the Manager, the Trust, the Custodian (s), or the Administrator, except as may be required by applicable federal or state laws, rules or regulations; and (ix) in connection with securities transactions, the Portfolio Manager (or any affiliated person of the Portfolio Manager) and any other portfolio manager that is advising an affiliate of the Fund entering into the transaction are prohibited from knowingly consulting with each other concerning transactions for the Fund in securities or other assets for the Portfolio with any adviser assets. This prohibition does not apply to any other fund or portfolio under common control with the Portfolio, including any adviser that is a principal underwriter or an “affiliated person” (as defined in the Act) of a principal underwriter communications in connection with such transactionsthe Manager's (i) responsibility for evaluating and monitoring the portfolio manager(s); (ii) determination of the allocation of assets among the portfolio managers; and (iii) investment discretion with respect to the investment of Fund assets not otherwise assigned to a portfolio manager. Except as otherwise provided in this Agreement, the Adviser Portfolio Manager shall not be responsible hereunder for compliance monitoring, reporting or any of its “affiliated persons” will not consult (other than testing or for purposes of complying with Rule 12d3-1(a) preparing or maintaining books and (b)) with such other adviser. (d) The Manager will provide records for the Fund or otherwise providing accounting services to the Adviser at Fund and such services shall be provided by others retained by the end of each calendar month a list (the “Monthly List”) of the securities comprising the Allocated Assets as of such month endFund. The Adviser agrees that it will review the Monthly List Portfolio Manager shall have access to such reports and promptly alert the Manager’s controller, by facsimile at (000) 000-0000 or such other means as they may agree, as to any discrepancies between the Adviser’s records of such holdings and the Monthly List. Upon the specific request of the Manager, the Adviser shall provide to the Manager the Adviser’s opinion as to the value of a security included in the Allocated Assets in order to assist the Manager, or the Trust’s Board of Trustees, as the case may be, it in determining the value of such securityperforming its services hereunder.

Portfolio Management Duties. Subject to the overall supervision of the Trustees and the Manager, the Portfolio Manager is hereby granted full responsibility and discretion, with respect to such portion of the Fund's assets as shall be allocated to it by the Manager for management pursuant to this Agreement from time to time (the "Assets"), for (a) Subject to the supervision management of the Manager and the Trust’s Board of Trustees, the Adviser will (i) manage the portion of the Portfolio’s assets allocated to the Adviser by the Manager and subject to the review of the Board of Trustees (“Allocated Assets”) Assets in accordance with the Portfolio’s Fund's investment objectives, policies and limitations as stated in the Trust’s Prospectus its prospectus and Statement of Additional InformationInformation included as part of the Trust's registration statement filed with the Securities and Exchange Commission (the "SEC"), as they may be amended from time to time (the "Registration Statement"), copies of which shall be provided to the Portfolio Manager by the Manager; and (iib) make investment decisions with respect to Allocated Assets; (iii) place the placement of orders to purchase and sell securities andfor the Fund. The Portfolio Manager shall provide such reports as may be reasonably requested by the Fund's Trustees or the Manager, where appropriatewith such frequency and in such form as mutually agreed upon by the Portfolio Manager and the Trustees or Manager, commodity futures contracts as the case may be. The Manager has herewith furnished the Portfolio Manager copies of the Fund's current Prospectus, Statement of Additional Information, Declaration and options Bylaws and agrees during the continuance of this Agreement to furnish the Portfolio Manager copies of any type with respect amendments or supplements thereto before or at the time the amendments or supplements become effective. The Portfolio Manager will be entitled to Allocated Assets; and (iv) vote proxies if rely on all such responsibility is delegated documents furnished to the Adviser it by the Board of Trustees. (b) Manager or the Trust. The Adviser will keep the Trust and the Portfolio Manager informed of developments materially affecting the Portfolio and shall, on the Adviser’s own initiative, furnish to the Trust and the Manager from time to time whatever information the Adviser believes appropriate for this purpose. (c) The Adviser further agrees that, with respect to the management of the Allocated Assetsin performing its duties hereunder, it will will: (a) comply with applicable provisions of the Investment Company 1940 Act of 1940, as amended (the “Act”), and all rules and regulations thereunder, the Advisers Act, the Internal Revenue Code (the "Code") and all other applicable federal and state laws and regulations regulations, and with any applicable procedures adopted by the Trust’s Board of Trustees. Notwithstanding the foregoing, the Portfolio Manager shall have no responsibility to monitor compliance with limitations or restrictions (other than applicable restrictions under the Fund's Registration Statement or the 0000 Xxx) for which information from the Manager or its authorized agent is necessary to enable the Portfolio Manager to monitor compliance with such limitations or restrictions, unless such information is provided to the Portfolio Manager in writing and as otherwise agreed upon. Despite the Portfolio Manager's obligations hereunder, the Manager retains overall responsibility for the Fund's compliance with applicable restrictions and limitations to the Adviserextent that a particular function is not specifically assigned to the Portfolio Manager under this Agreement. When engaging in transactions in securities or other assets The Manager acknowledges that the Portfolio Manager is not the compliance agent for the Fund or the Manager, and does not have access to the Fund's books and records necessary to perform certain compliance testing. The Portfolio Manager shall perform the services specified in this agreement in accordance with the Fund's Registration Statement, guidelines established by the Fund and in accordance with applicable law (including Subchapters M and L of the Code, the 1940 Act and the Advisers Act ("Applicable Law")), and shall perform such services based upon its books and records with respect to the Fund, and shall not be held responsible under this Agreement so long as it performs such services in accordance with this Agreement, the Registration Statement and Applicable Law based upon such books and records. The Portfolio Manager shall have no responsibility to monitor certain limitations or restrictions for which the Portfolio Manager has not been provided sufficient information in accordance with this Agreement. All such monitoring shall be the responsibility of the Manager. (b) use reasonable efforts to manage the Assets, and to coordinate its activities with the Manager and any other portfolio manager of the Fund, so that the Fund will qualify, and continue to qualify, as a regulated investment company under Subchapter M of the Code and regulations issued thereunder; place orders for the investment of the Assets directly with the issuer, or with any adviser to any other fund broker or portfolio under common control with the Portfoliodealer (including "affiliated" broker-dealers, including any adviser as that term is a principal underwriter or an “affiliated person” (as defined in the 1940 Act), in accordance with applicable policies expressed in the Registration Statement with respect to the Fund, in guidelines established by the Fund and in accordance with applicable legal requirements. Specifically, in executing portfolio transactions and selecting broker-dealers, the Portfolio Manager will seek best execution on behalf of the Fund. In assessing the best execution available for any transaction, the Portfolio Manager shall consider all factors it deems relevant, including, without limitation, the breadth of the market in the security, the price of the security, the financial condition and execution capability of the broker-dealer, the ability and willingness of the broker-dealer to facilitate the Fund's portfolio transactions by participating therein for its own account, the importance to the Fund of speed, efficiency or confidentiality, the broker-dealer's apparent familiarity with sources from or to whom particular securities might be purchased or sold, any other matters relevant to the selection of a broker-dealer for particular and related transactions of the Fund, and the reasonableness of the commission, if any (all for the specific transaction and on a continuing basis). In evaluating the best execution available, and in selecting the broker-dealer to execute a particular transaction, the Portfolio Manager may also consider the brokerage and research services (as those terms are used in Section 28(e) of the Securities and Exchange Act of 1934) provided to the Fund and /or other accounts over which the Portfolio Manager or an affiliate of the Portfolio Manager exercises investment discretion. The Portfolio Manager is authorized to pay a principal underwriter broker-dealer who provides such brokerage and research services a commission for executing a portfolio transaction for the Fund which is in connection excess of the amount of commissions another broker-dealer would have charged for effecting that transaction if, but only if, the Portfolio 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-dealer viewed in terms of that particular transaction or in terms of all of the accounts over which investment discretion is so exercised. In reaching such determination, the Portfolio Manager will not be required to place or attempt to place a specific dollar value on the brokerage and/or research services provided or being provided by such broker-dealer. The Portfolio Manager shall have no duty or obligation to seek advance competitive bidding for the most favorable commission rate applicable to any particular portfolio transactions or to select any broker-dealer on the basis of its purported or "posted" commission rate but will, to the best of its ability, endeavor to be aware of the current level of the charges of eligible broker-dealers and to minimize the expense incurred by the Fund for effecting its portfolio transactions to the extent consistent with the interests of the Fund. The Portfolio Manager may effect the purchase and sale of securities (which are otherwise publicly traded) in private transactions on such terms and conditions as are customary in such transactions, may use a broker to effect said transactions, and may enter into a contract in which the Adviser broker acts either as principal or as agent. (c) Provided the investment objectives of the Fund and applicable law are adhered to, the Portfolio Manager may aggregate sale and purchase orders of securities and other investments held in the Fund with similar orders being made simultaneously for other accounts managed by the Portfolio Manager or with accounts of affiliates of the Portfolio Manager, if in the Portfolio Manager's reasonable judgment such aggregation shall result in an overall economic benefit to the Fund, taking into consideration an advantageous selling or purchase price, brokerage commissions and other expenses, and beneficial timing of transactions, or a combination of these and other factors; (d) furnish to the Trust, the Manager and any other portfolio manager whatever statistical information the Trust, the Manager or such other portfolio manager may reasonably request with respect to the Assets or contemplated investments; (e) make available to the Trust's administrator (the "Administrator"), the Trust or the Manager, promptly upon their request, such copies of its investment records and ledgers with respect to the Fund as may be required to assist the Administrator, the Trust and the Manager in their compliance with applicable laws and regulations; (f) immediately notify the Trust and the Manager in the event that the Portfolio Manager or any of its “affiliated persons” will affiliates: (1) becomes aware that it is subject to a statutory disqualification that prevents the Portfolio Manager from serving as a portfolio manager pursuant to this Agreement; (2) becomes aware that it is the subject of an administrative proceeding or enforcement action by the SEC or other regulatory authority related to its services hereunder; or (3) becomes subject to any litigation or other event that may have a material adverse effect on the Portfolio Manager's ability to provide the services it has agreed to provide hereunder. The Portfolio Manager further agrees to notify the Trust and the Manager immediately of any material fact known to the Portfolio Manager respecting or relating to the Portfolio Manager that is not consult contained in the Trust's Registration Statement and of any statement contained therein that becomes untrue in any material respect; (other than for purposes of complying with Rule 12d3g) have in effect, policies and procedures reasonably designed to detect and prevent the Portfolio Manager's officers, directors and employees from trading on material, non-1(apublic information (i.e., "xxxxxxx xxxxxxx" as defined under such policies and procedures) and (b)) in accordance with such other adviserpolicies and procedures. (dh) once a year, make available its officers and employees to meet with the Trustees at the Fund's principal place of business upon sufficient written notice. The Portfolio Manager will provide select which of its officers and employees will meet with the Fund's Trustees. (i) not be responsible for the preparation or filing of any report required of the Fund by any governmental or regulatory agency, except as otherwise expressly agreed to the Adviser at the end of each calendar month a list (the “Monthly List”hereunder. The Portfolio Manager hereby undertakes to prepare and file any reports required to be filed under sections 13(d), 13(f) and 13(g) of the securities comprising the Allocated Assets as Securities Exchange Act of such month end. The Adviser agrees that it will review the Monthly List and promptly alert the Manager’s controller, by facsimile at (000) 000-0000 or such other means as they may agree1934, as amended, with respect to any discrepancies between the Adviser’s records Fund's holdings; (j) in performing its obligations under this Agreement, be permitted to rely upon information provided to it by the Fund or on behalf of such holdings and the Monthly List. Upon the specific request of Fund, the Manager, the Adviser Fund's Custodians or other agent and will not independently verify the accuracy or completeness of such information. The Portfolio Manager shall not be liable for any loss, claim or damages related to such reliance. Except as otherwise provided in this Agreement, the Portfolio Manager shall not be responsible hereunder for compliance monitoring, reporting or testing or for preparing or maintaining books and records for the Fund or otherwise providing accounting services to the Fund and such services shall be provided by others retained by the Fund. The Portfolio Manager shall not be responsible for pursuing legal causes of action that may be based on the purchase, sale or holding of a security by the Fund. The Portfolio Manager shall, however, provide notice to the Manager the Adviser’s opinion as of any such potential claim to the value extent the Portfolio Manager has notice of a security included potential claim and provide reasonable cooperation to the Manager in the Allocated Assets in order to assist the Manager, or the Trust’s Board of Trustees, as the case may be, in determining the value of such securityany possible proceeding.

Portfolio Management Duties. Subject to the overall supervision of the Trustees and the Manager, the Portfolio Manager is hereby granted full responsibility and discretion, with respect to such portion of the Fund's assets as shall be allocated to it by the Manager for management pursuant to this Agreement from time to time (the "Assets"), for (a) Subject to the supervision management of the Manager and the Trust’s Board of Trustees, the Adviser will (i) manage the portion of the Portfolio’s assets allocated to the Adviser by the Manager and subject to the review of the Board of Trustees (“Allocated Assets”) Assets in accordance with the Portfolio’s Fund's investment objectives, policies and limitations as stated in the Trust’s Prospectus its prospectus and Statement of Additional InformationInformation included as part of the Trust's registration statement filed with the Securities and Exchange Commission (the "SEC"), as they may be amended from time to time (the "Registration Statement"), copies of which shall be provided to the Portfolio Manager by the Manager; and (iib) make investment decisions with respect to Allocated Assets; (iii) place the placement of orders to purchase and sell securities andfor the Fund. The Portfolio Manager shall provide such reports as may be reasonably requested by the Fund's Trustees or the Manager, where appropriatewith such frequency and in such form as mutually agreed upon by the Portfolio Manager and the Trustees or Manager, commodity futures contracts as the case may be. The Manager has herewith furnished the Portfolio Manager copies of the Fund's current Prospectus, Statement of Additional Information, Declaration and options Bylaws and agrees during the continuance of this Agreement to furnish the Portfolio Manager copies of any type with respect amendments or supplements thereto before or at the time the amendments or supplements become effective. The Portfolio Manager will be entitled to Allocated Assets; and (iv) vote proxies if rely on all such responsibility is delegated documents furnished to the Adviser it by the Board of Trustees. (b) Manager or the Trust. The Adviser will keep the Trust and the Portfolio Manager informed of developments materially affecting the Portfolio and shall, on the Adviser’s own initiative, furnish to the Trust and the Manager from time to time whatever information the Adviser believes appropriate for this purpose. (c) The Adviser further agrees that, with respect to the management of the Allocated Assetsin performing its duties hereunder, it will will: (a) comply with applicable provisions of the Investment Company 1940 Act of 1940, as amended (the “Act”), and all rules and regulations thereunder, the Advisers Act, the Internal Revenue Code (the "Code") and all other applicable federal and state laws and regulations regulations, and with any applicable procedures adopted by the Trust’s Board of Trustees. Notwithstanding the foregoing, the Portfolio Manager shall have no responsibility to monitor compliance with limitations or restrictions for which information from the Manager or its authorized agent is necessary to enable the Portfolio Manager to monitor compliance with such limitations or restrictions, unless such information is provided to the Portfolio Manager in writing and as otherwise agreed upon. Despite the Portfolio Manager's obligations hereunder, the Manager retains ultimate responsibility for the Fund's compliance with applicable restrictions and limitations. The Manager acknowledges that the Portfolio Manager is not the compliance agent for the Fund or the Manager, and does not have access to the AdviserFund's books and records necessary to perform certain compliance testing. When engaging The Portfolio Manager shall perform the services specified in transactions this agreement in securities accordance with the Fund's Registration Statement, and in accordance with applicable law (including Subchapters M and L of the Code, the 1940 Act and the Advisers Act ("Applicable Law")), and shall perform such services based upon its books and records with respect to the Fund, and shall not be held responsible under this Agreement so long as it performs such services in accordance with this Agreement, the Registration Statement and Applicable Law based upon such books and records. The Portfolio Manager shall have no responsibility to monitor certain limitations or restrictions for which the Portfolio Manager has not been provided sufficient information in accordance with this Agreement or otherwise. All such monitoring shall be the responsibility of the Manager. (b) use reasonable efforts to manage the Assets, and to coordinate its activities with the Manager and any other assets portfolio manager of the Fund, so that the Fund will qualify, and continue to qualify, as a regulated investment company under Subchapter M of the Code and regulations issued thereunder; place orders for the Portfolio investment of the Assets directly with the issuer, or with any adviser to any other fund broker or portfolio under common control with the Portfoliodealer (including "affiliated" broker-dealers, including any adviser as that term is a principal underwriter or an “affiliated person” (as defined in the 1940 Act), in accordance with applicable policies expressed in the Registration Statement with respect to the Fund and in accordance with applicable legal requirements. Specifically, in executing portfolio transactions and selecting broker-dealers, the Portfolio Manager will seek best execution on behalf of the Fund. In assessing the best execution available for any transaction, the Portfolio Manager shall consider all factors it deems relevant, including, without limitation, the breadth of the market in the security, the price of the security, the financial condition and execution capability of the broker-dealer, the ability and willingness of the broker-dealer to facilitate the Fund's portfolio transactions by participating therein for its own account, the importance to the Fund of speed, efficiency or confidentiality, the broker-dealer's apparent familiarity with sources from or to whom particular securities might be purchased or sold, any other matters relevant to the selection of a broker-dealer for particular and related transactions of the Fund, and the reasonableness of the commission, if any (all for the specific transaction and on a continuing basis). In evaluating the best execution available, and in selecting the broker-dealer to execute a particular transaction, the Portfolio Manager may also consider the brokerage and research services (as those terms are used in Section 28(e) of the Securities and Exchange Act of 1934) provided to the Fund and /or other accounts over which the Portfolio Manager or an affiliate of the Portfolio Manager exercises investment discretion. The Portfolio Manager is authorized to pay a principal underwriter broker-dealer who provides such brokerage and research services a commission for executing a portfolio transaction for the Fund which is in connection excess of the amount of commissions another broker-dealer would have charged for effecting that transaction if, but only if, the Portfolio 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-dealer viewed in terms of that particular transaction or in terms of all of the accounts over which investment discretion is so exercised. In reaching such determination, the Portfolio Manager will not be required to place or attempt to place a specific dollar value on the brokerage and/or research services provided or being provided by such broker-dealer. The Portfolio Manager shall have no duty or obligation to seek advance competitive bidding for the most favorable commission rate applicable to any particular portfolio transactions or to select any broker-dealer on the basis of its purported or "posted" commission rate but will, to the best of its ability, endeavor to be aware of the current level of the charges of eligible broker-dealers and to minimize the expense incurred by the Fund for effecting its portfolio transactions to the extent consistent with the interests of the Fund. The Portfolio Manager may effect the purchase and sale of securities (which are otherwise publicly traded) in private transactions on such terms and conditions as are customary in such transactions, may use a broker to effect said transactions, and may enter into a contract in which the Adviser broker acts either as principal or as agent. (c) Provided the investment objectives of the Fund and applicable law are adhered to, the Portfolio Manager may aggregate sale and purchase orders of securities and other investments held in the Fund with similar orders being made simultaneously for other accounts managed by the Portfolio Manager or with accounts of affiliates of the Portfolio Manager, if in the Portfolio Manager's reasonable judgment such aggregation shall result in an overall economic benefit to the Fund, taking into consideration an advantageous selling or purchase price, brokerage commissions and other expenses, and beneficial timing of transactions, or a combination of these and other factors; (d) furnish to the Trust, the Manager and any other portfolio manager whatever statistical information the Trust, the Manager or such other portfolio manager may reasonably request with respect to the Assets or contemplated investments; (e) make available to the Trust's administrator (the "Administrator"), the Trust or the Manager, promptly upon their request, such copies of its investment records and ledgers with respect to the Fund as may be required to assist the Administrator, the Trust and the Manager in their compliance with applicable laws and regulations; (f) immediately notify the Trust and the Manager in the event that the Portfolio Manager or any of its “affiliated persons” will affiliates: (1) becomes aware that it is subject to a statutory disqualification that prevents the Portfolio Manager from serving as a portfolio manager pursuant to this Agreement; or (2) becomes aware that it is the subject of an administrative proceeding or enforcement action by the SEC or other regulatory authority related to its services hereunder. The Portfolio Manager further agrees to notify the Trust and the Manager immediately of any material fact known to the Portfolio Manager respecting or relating to the Portfolio Manager that is not consult contained in the Trust's Registration Statement and of any statement contained therein that becomes untrue in any material respect; (other than for purposes of complying with Rule 12d3g) have in effect, policies and procedures reasonably designed to detect and prevent the Portfolio Manager's officers, directors and employees from trading on material, non-1(apublic information (i.e., "insider trading" as defined under such policies and procedures) in xxxxxxxxxx xxxh such policies and (b)) with such other adviserprocedures. (dh) once a year, make available its officers and employees to meet with the Trustees at the Fund's principal place of business upon sufficient written notice. The Portfolio Manager will provide to select which of its officers and employees will meet with the Adviser at Fund's Trustees. (i) not be responsible for the end preparation or filing of each calendar month a list (the “Monthly List”) any report required of the securities comprising the Allocated Assets Fund by any governmental or regulatory agency, except as of such month endotherwise expressly agreed to hereunder. The Adviser agrees that Portfolio Manager hereby undertakes to prepare and file any necessary Schedule 13G reflecting the Fund's holdings; (j) in performing its obligations under this Agreement, be permitted to rely upon information provided to it will review by the Monthly List and promptly alert Fund or on behalf of the Manager’s controllerFund, by facsimile at (000) 000-0000 or such other means as they may agree, as to any discrepancies between the Adviser’s records of such holdings and the Monthly List. Upon the specific request of the Manager, the Adviser Fund's Custodians or other agent and will not independently verify the accuracy or completeness of such information. The Portfolio Manager shall not be liable for any loss, claim or damages related to such reliance. Except as otherwise provided in this Agreement, the Portfolio Manager shall not be responsible hereunder for compliance monitoring, reporting or testing or for preparing or maintaining books and records for the Fund or otherwise providing accounting services to the Fund and such services shall be provided by others retained by the Fund. The Portfolio Manager shall not be responsible for pursuing legal causes of action that may be based on the purchase, sale or holding of a security by the Fund. The Portfolio Manager shall, however, provide notice to the Manager the Adviser’s opinion as of any such potential claim to the value extent the Portfolio Manager has notice of a security included potential claim and provide reasonable cooperation to the Manager in the Allocated Assets in order to assist the Manager, or the Trust’s Board of Trustees, as the case may be, in determining the value of such securityany possible proceeding.

Portfolio Management Duties. (a) Subject to the supervision of the Manager and the Trust’s Board of Trustees, the Adviser will (i) manage the portion of the Portfolio’s assets allocated to the Adviser by the Manager and subject to the review of the Board of Trustees (“Board”) and the Manager, the Subadvisor will provide a continuous investment program for the Fund’s Allocated Assets and determine the composition of the assets of the Fund’s Allocated Assets”) , including determination of the purchase, retention or sale of the securities, cash and other investments contained in the portfolio. The Subadvisor will conduct investment research and conduct a continuous program of evaluation, investment, sales and reinvestment of the Fund’s Allocated Assets by determining the securities and other investments that shall be purchased, entered into, sold, closed or exchanged for the Fund, when these transactions should be executed, and what portion of the Allocated Assets of the Fund should be held in the various securities and other investments in which it may invest, and the Subadvisor is hereby authorized to execute and perform such services on behalf of the Fund’s Allocated Assets. Except to the extent the Manager has specifically waived a particular restriction in writing, the Subadvisor will provide the services under this Agreement in accordance with the PortfolioFund’s investment objectives, objective or objectives and the Fund’s policies and limitations restrictions as stated in the Trust’s Prospectus current Registration Statement filed with the Securities and Statement Exchange Commission (the “SEC”), copies of Additional Information; (ii) make investment decisions with respect to Allocated Assets; (iii) place orders to purchase and sell securities and, where appropriate, commodity futures contracts and options of any type with respect to Allocated Assets; and (iv) vote proxies if such responsibility is delegated which shall be delivered to the Adviser Subadvisor by the Board Manager. The Subadvisor further agrees as follows: (a) The Subadvisor understands that the Allocated Assets of Trusteesthe Fund need to be managed so as to permit the Fund to qualify or continue to qualify as a regulated investment company under Subchapter M of the Internal Revenue Code, and will coordinate efforts with the Manager with that objective. (b) The Adviser Subadvisor’s services will keep conform with the 1940 Act and the applicable rules and regulations promulgated thereunder, all other applicable federal and state laws and regulations, any applicable and reasonable written procedures adopted by the Trust’s Board of which a copy has been delivered to the Subadvisor, and (except to the extent waived as set forth above) the provisions of the Registration Statement of the Trust under the Securities Act of 1933, as amended (the “1933 Act”), and the 1940 Act, as supplemented or amended, copies of which shall be delivered to the Subadvisor by the Manager. (c) On occasions when the Subadvisor deems the purchase or sale of a security to be in the best interest of the Fund as well as of other investment advisory clients of the Subadvisor or any of its affiliates, the Subadvisor may, to the extent permitted by applicable laws and regulations, but shall not be obligated to, aggregate the securities to be so sold or purchased with those of its other clients. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Subadvisor in a manner that, over time, is fair and equitable in the judgment of the Subadvisor in the exercise of its fiduciary obligations to the Trust and to such other clients. The Manager recognizes that in some cases this procedure may adversely affect the results obtained for the Fund. (d) In connection with the purchase and sale of securities for the Fund, the Subadvisor will arrange for the transmission to the custodian and portfolio accounting agent for the Fund, on a daily basis, such confirmation, trade tickets and other documents and information, including, but not limited to, CUSIP, Sedol or other numbers that identify securities to be purchased or sold on behalf of the Fund, as may be reasonably necessary to enable the custodian and portfolio accounting agent to perform their administrative and recordkeeping responsibilities with respect to the Fund. With respect to portfolio securities to be purchased or sold through the Depository Trust and Clearing Corporation, the Subadvisor will arrange for the automatic transmission of the confirmation of such trades to the Trust’s custodian and portfolio accounting agent. For the avoidance of doubt, the Subadvisor shall not have custody of the assets of the Fund. (e) The Subadvisor will assist the custodian and portfolio accounting agent for the Trust in determining or confirming, consistent with the procedures and policies stated in the Registration Statement for the Trust, the value of the Allocated Assets of the Fund for which the custodian and portfolio accounting agent seek assistance from, or which they identify for review by, the Subadvisor. (f) The Subadvisor will make available to the Trust and the Manager, promptly upon request, all of the investment records and ledgers maintained by the Subadvisor on behalf of the Allocated Assets (which shall not include the records and ledgers maintained by the custodian or portfolio accounting agent for the Trust) as are necessary to assist the Trust and the Manager informed to comply with requirements of developments materially affecting the Portfolio and shall, on the Adviser’s own initiative, furnish to the Trust 1940 Act and the Manager from time to time whatever information the Adviser believes appropriate for this purpose. (c) The Adviser agrees that, with respect to the management of the Allocated Assets, it will comply with applicable provisions of the Investment Company Advisers Act of 1940, as amended (the “Advisers Act”), and all rules and regulations thereunder, all as well as other applicable federal and state laws. The Subadvisor will furnish to regulatory agencies having the requisite authority any information or reports in connection with such services that may be requested in order to ascertain whether the operations of the Trust are being conducted in a manner consistent with applicable laws and regulations regulations. (g) The Subadvisor will provide reports to the Trust’s Board, for consideration at meetings of the Board, on the investment program for the Fund’s Allocated Assets and with any applicable procedures adopted by the issuers and securities represented in the Fund’s Allocated Assets, and will furnish to the Trust’s Board of Trustees, provided in writing with respect to the AdviserFund such periodic and special reports as the Trustees and the Manager may reasonably request. (h) In rendering the services required under this Agreement, the Subadvisor may, from time to time, employ or associate with itself such entity, entities, person or persons as it believes necessary to assist it in carrying out its obligations under this Agreement. When engaging The Subadvisor may not, however, retain as subadvisor any company that would be an “investment adviser” as that term is defined in the 1940 Act, to the Fund unless the contract with such company is approved by a majority of the Trust’s Board and by a majority of Trustees who are not parties to any agreement or contract with such company and who are not “interested persons” as defined in the 1940 Act, of the Trust, the Manager, the Subadvisor or any such company that is retained as subadvisor, and also is approved by the vote of a majority of the outstanding voting securities of the Fund to the extent required by the 1940 Act (as such requirements may be modified by rule, regulation, order or guidance of the SEC or its staff). The Subadvisor shall be responsible for making reasonable inquiries and for reasonably ensuring that any employee of the Subadvisor, any subadvisor that the Subadvisor has employed or with which it has associated with respect to the Fund, or any employee thereof has not, to the best of the Subadvisor’s knowledge, in any material connection with the handling of Trust assets: (i) been convicted, within the last ten (10) years, of any felony or misdemeanor arising out of conduct involving embezzlement, fraudulent conversion or misappropriation of funds or securities, involving violations of Sections 1341, 1342, or 1343 of Xxxxx 00, Xxxxxx Xxxxxx Code, or involving the purchase or sale of any security; or (ii) been found by any state regulatory authority, within the last ten (10) years, to have violated or to have acknowledged violation of any provision of any state insurance law involving fraud, deceit or knowing misrepresentation; or (iii) been found by any federal or state regulatory authorities, within the last ten (10) years, to have violated or to have acknowledged violation of any provision of federal or state securities laws involving fraud, deceit or knowing misrepresentation. (i) The Subadvisor shall not consult with any other investment subadvisor of the Trust, or with the subadvisor to any other investment company (or separate series thereof) managed by the Manager concerning the Fund’s transactions in securities or other assets for the Portfolio with any adviser to any other fund or portfolio under common control with the Portfolioassets, including any adviser that is a principal underwriter or an “affiliated person” (as defined in the Act) of a principal underwriter in connection with such transactions, the Adviser or any of its “affiliated persons” will not consult (other than except for purposes of complying with the conditions of Rule 12d3-1(a) and (b)) with such other adviser. (d) The Manager will provide under the 1940 Act, and, to the Adviser at extent that multiple subadvisors may be engaged to provide services to the end of each calendar month a list (Fund, the “Monthly List”) of the securities comprising Subadvisor shall be responsible for providing investment advisory services only with respect to the Allocated Assets as of such month end. The Adviser agrees that it will review the Monthly List and promptly alert the Manager’s controller, by facsimile at (000) 000-0000 or such other means as they may agree, as to any discrepancies between the Adviser’s records of such holdings and the Monthly List. Upon the specific request of the Manager, the Adviser shall provide to the Manager the Adviser’s opinion as to the value of a security included in the Allocated Assets in order to assist the Manager, or the Trust’s Board of Trustees, as the case may be, in determining the value of such securityAssets.

Portfolio Management Duties. Subject to the overall supervision of the Trustees and the Manager, the Portfolio Manager is hereby granted full responsibility and discretion, with respect to such portion of the Fund's assets as shall be allocated to it by the Manager for management pursuant to this Agreement from time to time (the "Assets"), for (a) Subject to the supervision management of the Manager and the Trust’s Board of Trustees, the Adviser will (i) manage the portion of the Portfolio’s assets allocated to the Adviser by the Manager and subject to the review of the Board of Trustees (“Allocated Assets”) Assets in accordance with the Portfolio’s Fund's investment objectives, policies and limitations as stated in the Trust’s Prospectus its prospectus and Statement of Additional InformationInformation included as part of the Trust's registration statement filed with the Securities and Exchange Commission (the "SEC"), as they may be amended from time to time (the "Registration Statement"), copies of which shall be provided to the Portfolio Manager by the Manager; and (iib) make investment decisions with respect to Allocated Assets; (iii) place the placement of orders to purchase and sell securities andfor the Fund. The Portfolio Manager shall provide such reports as may be reasonably requested by the Fund's Trustees or the Manager, where appropriatewith such frequency and in such form as mutually agreed upon by the Portfolio Manager and the Trustees or Manager, commodity futures contracts as the case may be. The Manager has herewith furnished the Portfolio Manager copies of the Fund's current Prospectus, Statement of Additional Information, Declaration and options Bylaws and agrees during the continuance of this Agreement to furnish the Portfolio Manager copies of any type with respect amendments or supplements thereto before or at the time the amendments or supplements become effective. The Portfolio Manager will be entitled to Allocated Assets; and (iv) vote proxies if rely on all such responsibility is delegated documents furnished to the Adviser it by the Board of Trustees. (b) Manager or the Trust. The Adviser will keep the Trust and the Portfolio Manager informed of developments materially affecting the Portfolio and shall, on the Adviser’s own initiative, furnish to the Trust and the Manager from time to time whatever information the Adviser believes appropriate for this purpose. (c) The Adviser further agrees that, with respect to the management of the Allocated Assetsin performing its duties hereunder, it will will: (a) comply with applicable provisions of the Investment Company 1940 Act of 1940, as amended (the “Act”), and all rules and regulations thereunder, the Advisers Act, the Internal Revenue Code (the "Code") and all other applicable federal and state laws and regulations regulations, and with any applicable procedures adopted by the Trust’s Board of Trustees. Notwithstanding the foregoing, the Portfolio Manager shall have no responsibility to monitor compliance with limitations or restrictions (other than applicable restrictions under the Fund's Registration Statement or the 1000 Xxx) for which information from the Manager or its authorized agent is necessary to enable the Portfolio Manager to monitor compliance with such limitations or restrictions, unless such information is provided to the Portfolio Manager in writing and as otherwise agreed upon. Despite the Portfolio Manager's obligations hereunder, the Manager retains overall responsibility for the Fund's compliance with applicable restrictions and limitations to the Adviserextent that a particular function is not specifically assigned to the Portfolio Manager under this Agreement. When engaging in transactions in securities or other assets The Manager acknowledges that the Portfolio Manager is not the compliance agent for the Fund or the Manager, and does not have access to the Fund's books and records necessary to perform certain compliance testing. The Portfolio Manager shall perform the services specified in this agreement in accordance with the Fund's Registration Statement, guidelines established by the Fund and in accordance with applicable law (including Subchapters M and L of the Code, the 1940 Act and the Advisers Act ("Applicable Law")), and shall perform such services based upon its books and records with respect to the Fund, and shall not be held responsible under this Agreement so long as it performs such services in accordance with this Agreement, the Registration Statement and Applicable Law based upon such books and records. The Portfolio Manager shall have no responsibility to monitor certain limitations or restrictions for which the Portfolio Manager has not been provided sufficient information in accordance with this Agreement. All such monitoring shall be the responsibility of the Manager. (b) use reasonable efforts to manage the Assets, and to coordinate its activities with the Manager and any other portfolio manager of the Fund, so that the Fund will qualify, and continue to qualify, as a regulated investment company under Subchapter M of the Code and regulations issued thereunder; place orders for the investment of the Assets directly with the issuer, or with any adviser to any other fund broker or portfolio under common control with the Portfoliodealer (including "affiliated" broker-dealers, including any adviser as that term is a principal underwriter or an “affiliated person” (as defined in the 1940 Act), in accordance with applicable policies expressed in the Registration Statement with respect to the Fund, in guidelines established by the Fund and in accordance with applicable legal requirements. Specifically, in executing portfolio transactions and selecting broker-dealers, the Portfolio Manager will seek best execution on behalf of the Fund. In assessing the best execution available for any transaction, the Portfolio Manager shall consider all factors it deems relevant, including, without limitation, the breadth of the market in the security, the price of the security, the financial condition and execution capability of the broker-dealer, the ability and willingness of the broker-dealer to facilitate the Fund's portfolio transactions by participating therein for its own account, the importance to the Fund of speed, efficiency or confidentiality, the broker-dealer's apparent familiarity with sources from or to whom particular securities might be purchased or sold, any other matters relevant to the selection of a broker-dealer for particular and related transactions of the Fund, and the reasonableness of the commission, if any (all for the specific transaction and on a continuing basis). In evaluating the best execution available, and in selecting the broker-dealer to execute a particular transaction, the Portfolio Manager may also consider the brokerage and research services (as those terms are used in Section 28(e) of the Securities and Exchange Act of 1934) provided to the Fund and /or other accounts over which the Portfolio Manager or an affiliate of the Portfolio Manager exercises investment discretion. The Portfolio Manager is authorized to pay a principal underwriter broker-dealer who provides such brokerage and research services a commission for executing a portfolio transaction for the Fund which is in connection excess of the amount of commissions another broker-dealer would have charged for effecting that transaction if, but only if, the Portfolio 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-dealer viewed in terms of that particular transaction or in terms of all of the accounts over which investment discretion is so exercised. In reaching such determination, the Portfolio Manager will not be required to place or attempt to place a specific dollar value on the brokerage and/or research services provided or being provided by such broker-dealer. The Portfolio Manager shall have no duty or obligation to seek advance competitive bidding for the most favorable commission rate applicable to any particular portfolio transactions or to select any broker-dealer on the basis of its purported or "posted" commission rate but will, to the best of its ability, endeavor to be aware of the current level of the charges of eligible broker-dealers and to minimize the expense incurred by the Fund for effecting its portfolio transactions to the extent consistent with the interests of the Fund. The Portfolio Manager may effect the purchase and sale of securities (which are otherwise publicly traded) in private transactions on such terms and conditions as are customary in such transactions, may use a broker to effect said transactions, and may enter into a contract in which the Adviser broker acts either as principal or as agent. (c) Provided the investment objectives of the Fund and applicable law are adhered to, the Portfolio Manager may aggregate sale and purchase orders of securities and other investments held in the Fund with similar orders being made simultaneously for other accounts managed by the Portfolio Manager or with accounts of affiliates of the Portfolio Manager, if in the Portfolio Manager's reasonable judgment such aggregation shall result in an overall economic benefit to the Fund, taking into consideration an advantageous selling or purchase price, brokerage commissions and other expenses, and beneficial timing of transactions, or a combination of these and other factors; (d) furnish to the Trust, the Manager and any other portfolio manager whatever statistical information the Trust, the Manager or such other portfolio manager may reasonably request with respect to the Assets or contemplated investments; (e) make available to the Trust's administrator (the "Administrator"), the Trust or the Manager, promptly upon their request, such copies of its investment records and ledgers with respect to the Fund as may be required to assist the Administrator, the Trust and the Manager in their compliance with applicable laws and regulations; (f) immediately notify the Trust and the Manager in the event that the Portfolio Manager or any of its “affiliated persons” will affiliates: (1) becomes aware that it is subject to a statutory disqualification that prevents the Portfolio Manager from serving as a portfolio manager pursuant to this Agreement; (2) becomes aware that it is the subject of an administrative proceeding or enforcement action by the SEC or other regulatory authority related to its services hereunder; or (3) becomes subject to any litigation or other event that may have a material adverse effect on the Portfolio Manager's ability to provide the services it has agreed to provide hereunder. The Portfolio Manager further agrees to notify the Trust and the Manager immediately of any material fact known to the Portfolio Manager respecting or relating to the Portfolio Manager that is not consult contained in the Trust's Registration Statement and of any statement contained therein that becomes untrue in any material respect; (other than for purposes of complying with Rule 12d3g) have in effect, policies and procedures reasonably designed to detect and prevent the Portfolio Manager's officers, directors and employees from trading on material, non-1(apublic information (i.e., "ixxxxxx xxxxxxx" as defined under such policies and procedures) and (b)) in accordance with such other adviserpolicies and procedures. (dh) once a year, make available its officers and employees to meet with the Trustees at the Fund's principal place of business upon sufficient written notice. The Portfolio Manager will provide select which of its officers and employees will meet with the Fund's Trustees. (i) not be responsible for the preparation or filing of any report required of the Fund by any governmental or regulatory agency, except as otherwise expressly agreed to the Adviser at the end of each calendar month a list (the “Monthly List”hereunder. The Portfolio Manager hereby undertakes to prepare and file any reports required to be filed under sections 13(d), 13(f) and 13(g) of the securities comprising the Allocated Assets as Securities Exchange Act of such month end. The Adviser agrees that it will review the Monthly List and promptly alert the Manager’s controller, by facsimile at (000) 000-0000 or such other means as they may agree1934, as amended, with respect to any discrepancies between the Adviser’s records Fund's holdings; (j) in performing its obligations under this Agreement, be permitted to rely upon information provided to it by the Fund or on behalf of such holdings and the Monthly List. Upon the specific request of Fund, the Manager, the Adviser Fund's Custodians or other agent and will not independently verify the accuracy or completeness of such information. The Portfolio Manager shall not be liable for any loss, claim or damages related to such reliance. Except as otherwise provided in this Agreement, the Portfolio Manager shall not be responsible hereunder for compliance monitoring, reporting or testing or for preparing or maintaining books and records for the Fund or otherwise providing accounting services to the Fund and such services shall be provided by others retained by the Fund. The Portfolio Manager shall not be responsible for pursuing legal causes of action that may be based on the purchase, sale or holding of a security by the Fund. The Portfolio Manager shall, however, provide notice to the Manager the Adviser’s opinion as of any such potential claim to the value extent the Portfolio Manager has notice of a security included potential claim and provide reasonable cooperation to the Manager in the Allocated Assets in order to assist the Manager, or the Trust’s Board of Trustees, as the case may be, in determining the value of such securityany possible proceeding.

Portfolio Management Duties. (a) Subject to the supervision of the Manager and the Trust’s Board of Trustees, the Adviser will (i) manage the portion of the Portfolio’s assets allocated to the Adviser by the Manager and subject to the review of the Board of Trustees (“Allocated Assets”) in accordance with the Portfolio’s investment objectives, policies and limitations as stated in the Trust’s Prospectus and Statement of Additional Information; (ii) make investment decisions with respect to Allocated Assets; and (iii) place orders to purchase and sell securities and, where appropriate, commodity futures contracts and options of any type with respect to Allocated Assets; and . The Manager understands that the Adviser does not guarantee that any investment objectives will be achieved. (ivb) vote proxies if such To the extent responsibility therefore is delegated to the Adviser by the Trust’s Board of Trustees, the Adviser shall be responsible for voting all proxies related to Allocated Assets, in accordance with Adviser’s “Proxy Voting Policies and Procedures”, as may be amended from time to time. The Adviser shall maintain a record of how the Adviser voted and such record shall be available to the Manager upon its request. The right of Adviser to vote proxies shall continue until the earlier of the termination of the Agreement or such time as the Board of Trustees specifically revokes Adviser’s authority to vote proxies and specifically reserves such right to the Manager or to another. (bc) The Adviser will keep the Trust and the Manager informed of developments materially affecting the Portfolio and shall, on the Adviser’s own initiative, furnish to the Trust and the Manager from time to time whatever information the Adviser believes appropriate for this purpose. (cd) The Adviser agrees that, with respect to the management of the Allocated Assets, it will comply with applicable provisions of the Investment Company Act of 1940, as amended (the “Act”), and all rules and regulations thereunder, all applicable federal and state laws and regulations and with any applicable procedures adopted by the Trust’s Board of Trustees, provided in writing or such other means as they may agree, to the Adviser. When engaging in transactions in securities or other assets for the Portfolio with any adviser to any other fund or portfolio under common control with the Portfolio, including any adviser that is a principal underwriter or an “affiliated person” (as defined in the Act) of a principal underwriter in connection with such transactions, the Adviser or any of its “affiliated persons” will not consult (other than for purposes of complying with Rule 12d3-1(a) and (b)) with such other adviser. (de) The Manager will provide to the Adviser at the end of each calendar month a list (the “Monthly List”) of the securities comprising the Allocated Assets as of such month end. The Adviser agrees that it will review the Monthly List and promptly alert the Manager’s controller, by facsimile at (000) 000-0000 or such other means as they may agree, as to any discrepancies between the Adviser’s records of such holdings and the Monthly List. Upon the specific request of the Manager, the Adviser shall provide to the Manager the Adviser’s opinion as to the value of a security included in the Allocated Assets in order to assist the Manager, or the Trust’s Board of Trustees, as the case may be, in determining the value of such security. (f) The Adviser may from time to time seek research assistance and rely on investment management resources available to it through its affiliated companies, but in no case shall such reliance relieve the Adviser of any of its obligations hereunder, nor shall the Manager, the Trust or the Portfolio be responsible for any additional fees or expenses hereunder as a result. (g) The Adviser shall have no responsibility under this Agreement with respect to the management of assets of the Portfolio other than the portion of the Portfolio’s assets with respect to which the Adviser provides investment advice.

Portfolio Management Duties. (a) Subject to the supervision of the Manager and the Trust’s Trusts Board of Trustees, the Adviser will (i) manage the portion of the Portfolio’s assets allocated to the Adviser by the Manager and subject to the review of the Board of Trustees (“Allocated Assets”) in accordance with the Portfolio’s investment objectives, policies and limitations as stated in the Trust’s Prospectus and Statement of Additional Information; (ii) make investment decisions with respect to Allocated Assets; and (iii) place orders to purchase and sell securities and, where appropriate, commodity futures contracts and options of any type with respect to Allocated Assets; . The Manager understands and (iv) vote proxies if such responsibility is delegated to agrees that the Adviser by the Board of Trusteesdoes not guarantee or represent that any investment objectives will be achieved. (b) The Adviser will keep the Trust and the Manager informed of developments materially affecting the Portfolio and shall, on the Adviser’s own initiative, furnish to the Trust and the Manager from time to time whatever information the Adviser believes appropriate for this purpose. (c) The Adviser agrees that, with respect to the management of the Allocated Assets, it will comply with applicable provisions of the Investment Company Act of 1940, as amended (the “Act”), and all rules and regulations thereunder, all applicable federal and state laws and regulations and with any applicable procedures adopted by the Trust’s Board of Trustees, provided in writing or such other means as they may agree, to the Adviser. When engaging in transactions in securities or other assets for the Portfolio with any adviser to any other fund or portfolio under common control with the Portfolio, including any adviser that is a principal underwriter or an “affiliated person” (as defined in the Act) of a principal underwriter in connection with such transactions, the Adviser or any of its “affiliated persons” will not consult (other than for purposes of complying with Rule 12d3-1(a) and (b)) with such other adviser. (d) The Manager will provide to the Adviser at the end of each calendar month a list (the “Monthly List”) of the securities comprising the Allocated Assets as of such month end. The Adviser agrees that it will review the Monthly List and promptly alert the Manager’s controller, by facsimile at (000) 000-0000 or such other means as they may agree, as to any discrepancies between the Adviser’s records of such holdings and the Monthly List. Upon the specific request of the Manager, the Adviser shall provide to the Manager the Adviser’s opinion as to the value of a security included in the Allocated Assets in order to assist the Manager, or the Trust’s Board of Trustees, as the case may be, in determining the value of such security. (e) The Adviser may from time to time seek research assistance and rely on investment management resources available to it through its affiliated companies, but in no case shall such reliance relieve the Adviser of any of its obligations hereunder, nor shall the Portfolio be responsible for any additional fees or expenses hereunder as a result.

Portfolio Management Duties. (a) Subject to the supervision of the Manager and of the Trustees of the Trust’s Board of Trustees, the Adviser will (i) Subadvisor shall manage the portion composition of the Portfolio’s assets allocated to Fund Account, including the Adviser by the Manager purchase, retention and subject to the review of the Board of Trustees (“Allocated Assets”) disposition thereof, in accordance with the PortfolioFund’s investment objectives, policies and limitations restrictions as stated in the TrustFund’s Prospectus and Statement of Additional Information; Information (ii) make investment decisions such Prospectus and Statement of Additional Information for the Fund as currently in effect and as amended or supplemented in writing from time to time, being herein called the “Prospectus”). The Subadvisor shall arrange for the placing of all orders for the purchase and sale of securities and other investments for the Fund’s account and will exercise full discretion and act for the Trust in the same manner and with the same force and effect as the Trust might or could do with respect to Allocated Assets; (iii) place orders to purchase and sell securities andsuch purchases, where appropriatesales or other transactions, commodity futures contracts and options of any type as well as with respect to Allocated Assets; and (iv) vote proxies if such responsibility is delegated all other things necessary or incidental to the Adviser furtherance or conduct of such purchases, sales or transactions. The Subadvisor’s responsibility for providing portfolio management services hereunder shall be limited to only the Fund Account, and the Subadvisor agrees that it shall not consult with any investment advisor(s) (within the meaning of the Act) to the Fund or any other registered investment company or portfolio series thereof under common control with the Fund concerning transactions for the Fund Account in securities or other assets such that the exemptions under Rule 10f-3, Rule 12d3-l and/or Rule 17a-10 under the Act would not be available with respect to the Fund. The Subadvisor shall exercise voting authority with respect to proxies that the Fund is entitled to vote by virtue of the ownership of assets attributable to that portion of the Fund for which the Subadvisor has investment management responsibility, provided that such authority may be revoked in whole or in part by the Board Manager at any time upon notice to the Subadvisor and provided further that the exercise of Trusteessuch authority shall be subject to review by the Manager and the Trustees of the Trust. The Subadvisor shall exercise its proxy voting authority hereunder in accordance with such proxy voting policies and procedures as the Manager or the Trust may designate from time to time. The Subadvisor shall provide such information relating to its exercise of proxy voting authority hereunder (including the manner in which it has voted proxies and its resolution of conflicts of interest) as reasonably requested by the Manager from time to time. (b) The Adviser will keep Subadvisor shall maintain such books and records pursuant to Rule 31a-1 under the Trust Act and the Manager informed of developments materially affecting the Portfolio and shall, on the Adviser’s own initiative, furnish to the Trust and the Manager from time to time whatever information the Adviser believes appropriate for this purpose. (c) The Adviser agrees that, with respect to the management of the Allocated Assets, it will comply with applicable provisions of Rule 204-2 under the Investment Company Advisers Act of 1940, as amended (the “Advisers Act”), with respect to the Fund Account as shall be specified by the Manager from time to time, and shall maintain such books and records for the periods specified in the rules under the Act or the Advisers Act. In accordance with Rule 31a-3 under the Act, the Subadvisor agrees that all rules and regulations thereunder, all applicable federal and state laws and regulations and with any applicable procedures adopted by records under the Act shall be the property of the Trust. (c) The Subadvisor shall provide the Trust’s Board of TrusteesCustodian and the Manager on each business day with information relating to all transactions concerning the Fund Account. In addition, provided the Subadvisor shall be responsive to requests from the Manager or the Trust’s Custodian for assistance in writing to the Adviser. When engaging in transactions in obtaining price sources for securities or other assets for the Portfolio with any adviser to any other fund or portfolio under common control with the Portfolio, including any adviser that is a principal underwriter or an “affiliated person” (as defined held in the Act) Fund Account, as well as for periodically reviewing the prices of a principal underwriter in connection with the securities assigned by the Manager or the Trust’s Custodian for reasonableness and advising the Manager should any such transactions, the Adviser or any of its “affiliated persons” will not consult (other than for purposes of complying with Rule 12d3-1(a) and (b)) with such other adviserprices appear to be incorrect. (d) The Manager will provide Subadvisor agrees to maintain adequate compliance procedures to ensure its compliance with the Adviser at the end of each calendar month a list (the “Monthly List”) of the securities comprising the Allocated Assets as of such month end. The Adviser agrees that it will review the Monthly List and promptly alert the Manager’s controller, by facsimile at (000) 000-0000 or such other means as they may agree, as to any discrepancies between the Adviser’s records of such holdings and the Monthly List. Upon the specific request of the Manager1940 Act, the Adviser shall provide to Advisers Act and other applicable federal and state regulations, and review information provided by the Manager the Adviser’s opinion as to the value of a security included in the Allocated Assets in order to assist the Manager, Manager in its compliance review program. (e) The Subadvisor agrees to maintain an appropriate level of errors and omissions or the Trust’s Board of Trustees, as the case may be, in determining the value of such securityprofessional liability insurance coverage.

Portfolio Management Duties. Subject to the overall supervision of the Trustees of the Trust and the Manager, the Portfolio Manager is hereby granted full responsibility and discretion, with respect to such portion of the assets of the Fund(s) as shall be allocated to it by the Manager for management pursuant to this Agreement from time to time (the "Assets"), for (a) Subject to the supervision management of the Manager and the Trust’s Board of Trustees, the Adviser will (i) manage the portion of the Portfolio’s assets allocated to the Adviser by the Manager and subject to the review of the Board of Trustees (“Allocated Assets”) Assets in accordance with the Portfolio’s Fund's investment objectives, policies and limitations as stated in the Trust’s Prospectus its prospectus and Statement of Additional InformationInformation included as part of the Trust's registration statement filed with the Securities and Exchange Commission ("SEC"), as they may be amended from time to time ("Registration Statement"), copies of which shall be provided to the Portfolio Manager by the Manager; and (iib) make investment decisions with respect to Allocated Assets; (iii) place the placement of orders to purchase and sell securities andfor the Fund. At the request of the Trustees or the Manager, where appropriate, commodity futures contracts and options of any type with respect the Portfolio Manager shall report to Allocated Assets; and (iv) vote proxies if such responsibility is delegated to the Adviser by the Board of Trustees. (b) The Adviser will keep Trustees of the Trust or Manager regularly at such times and in such detail as the Board or Manager informed of developments materially affecting the Portfolio and shall, on the Adviser’s own initiative, furnish to the Trust and the Manager may from time to time whatever information determine to be appropriate. The Manager has herewith furnished the Adviser believes appropriate for this purpose. (c) The Adviser agrees that, with respect to the management Portfolio Manager copies of the Allocated AssetsFund's current Prospectus, Statement of Additional Information, Declaration and Bylaws and agrees during the continuance of this Agreement to furnish the Portfolio Manager copies of any amendments or supplements thereto before the amendments or supplements become effective. The Portfolio Manager will be entitled to rely on all such documents furnished to it by the Manager or the Trust. The Manager will comply provide the Portfolio Manager with applicable provisions reasonable advance notice of any change in the Investment Company Act of 1940Fund's investment objective, policies and restrictions as amended (stated in the “Act”), Registration Statement. The Manager acknowledges and agrees that the Registration Statement will at all rules and regulations thereunder, times be in compliance with all disclosure requirements under all applicable federal and state laws and regulations relating to the Trust or the Fund, including, without limitation, the 1940 Act, and the rules and regulations thereunder, and that the Portfolio Manager shall have no liability in connection therewith, except as to the accuracy of material information furnished or required to be furnished by the Portfolio Manager to the Fund or the Manager specifically for inclusion in the Prospectus; provided, that it shall be the responsibility of the Portfolio Manager to manage the Fund in accordance with the terms of the Registration Statement. The Portfolio Manager further agrees that, in performing its duties hereunder, it will: (a) comply with the 1940 Act and all rules and regulations thereunder, the Advisers Act, the Internal Revenue Code (the "Code") and all other applicable federal and state laws and regulations, and with any applicable procedures adopted by the Trust’s Board of Trustees, provided Trustees and received in writing by the Portfolio Manager. (b) use reasonable efforts to manage the Assets, and to coordinate its activities with the Manager and any other adviser of the applicable Fund, so that the Fund will qualify, and continue to qualify, as a regulated investment company under Subchapter M of the Code and regulations issued thereunder; (c) place orders for the investment of the Assets directly with the issuer, or with any broker or dealer, in accordance with applicable policies expressed in the prospectus and/or Statement of Additional Information with respect to the AdviserFund and in accordance with applicable legal requirements. When engaging Specifically, in executing portfolio transactions and selecting broker-dealers, the Portfolio Manager will use its best efforts to seek best execution on behalf of each Fund. In assessing the best execution available for any transaction, the Portfolio Manager shall consider all factors it deems relevant, including the breadth of the market in securities or other assets the security, the price of the security, the financial condition and execution capability of the broker-dealer, the reasonableness of the commission, if any (all for the specific transaction and on a continuing basis). In evaluating the best execution available, and in selecting the broker-dealer to execute a particular transaction, the Portfolio with any adviser Manager may also consider the brokerage and research services (as those terms are used in Section 28(e) of the Securities and Exchange Act of 1934) provided to any a Fund and /or other fund or portfolio under common control with accounts over which the Portfolio, including any adviser that is a principal underwriter Portfolio Manager or an “affiliated person” (as defined affiliate of the Portfolio Manager exercises investment discretion. The Portfolio Manager is authorized to pay a broker-dealer who provides such brokerage and research services a commission for executing a portfolio transaction for a Fund which is in excess of the amount of commissions another broker-dealer would have charged for effecting that transaction if, but only if the Portfolio 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-dealer viewed in terms of that particular transaction or in terms of all of the accounts over which investment discretion is so exercised. Provided the investment objectives of the Fund and applicable law are adhered to, the Portfolio Manager may aggregate sale and purchase orders of securities and other investments held in the Act) Fund with similar orders being made simultaneously for other accounts managed by the Portfolio Manager or with accounts of a principal underwriter affiliates of the Portfolio Manager, if in connection with the Portfolio Manager's reasonable judgment such aggregation shall result in an overall economic benefit to the Fund, taking into consideration an advantageous selling or purchase price, brokerage commissions and other expenses, and beneficial timing of transactions, the Adviser or any a combination of its “affiliated persons” will not consult (these and other than for purposes of complying with Rule 12d3-1(a) and (b)) with such other adviser.factors; (d) The Manager will provide furnish to the Adviser at Trust, the end of each calendar month a list (Manager and any other portfolio manager whatever statistical information the “Monthly List”) of Trust , the securities comprising the Allocated Assets as of such month end. The Adviser agrees that it will review the Monthly List and promptly alert the Manager’s controller, by facsimile at (000) 000-0000 Manager or such other means as they portfolio manager may agreereasonably request with respect to the Assets or contemplated investments; keep the Manager and the Trustees and, as appropriate, other portfolio managers informed of developments materially affecting the Fund's portfolio; and, on the Portfolio Manager's own initiative, furnish to any discrepancies between the Adviser’s Trust, the Manager or other portfolio manager from time to time whatever information the Portfolio Manager believes appropriate for this purpose; (e) make available to the Trust's administrator (the "Administrator"), the Trust or the Manager, promptly upon their request, such copies of its investment records of and ledgers with respect to the Fund as may be required to assist the Administrator, the Trust or the Manager in their compliance with applicable laws and regulations. The Portfolio Manager will furnish the Trustees or the Manager with such holdings periodic and special reports regarding the Fund as the Trustees or the Manager may reasonably request; (f) immediately notify the Trust and the Monthly ListManager in the event that the Portfolio Manager or any of their affiliates: (1) becomes aware that it is subject to a statutory disqualification that prevents the Portfolio Manager from serving as a subadviser pursuant to this Agreement; or (2) becomes aware that it is the subject of an administrative proceeding or enforcement action by the SEC or other regulatory authority that may affect the Portfolio Manager's ability to carry out its obligations under this Agreement or otherwise have a significant negative effect on the Fund or the Trust. Upon The Portfolio Manager further agrees to notify the specific request Trust and the Manager immediately of any material fact known to the Portfolio Manager respecting or relating to the Portfolio Manager that is not contained in the Trust's Registration Statement regarding the Fund, or any amendment or supplement thereto and of any statement contained therein that becomes untrue in any material respect. The parties agree that Manager is responsible for determining what information is required to be disclosed in the Trust's Registration Statement or any amendment or supplement thereto; (g) in making investment decisions with respect to the Assets, use no material non-public information that may be in its possession or in the possession of any of its affiliates, nor will the Portfolio Manager seek to obtain any such information. (h) disclose portfolio holdings to no one other than the Manager, the Adviser Trust, or the Administrator. Except as otherwise provided in this Agreement, the Portfolio Manager shall not be responsible hereunder for compliance monitoring, reporting or testing or for preparing or maintaining books and records for the Fund or otherwise providing accounting services to the Fund and such services shall be provided by others retained by the Fund. The Portfolio Manager shall have access to such reports and records to assist it in performing its services hereunder. The Portfolio Manager shall not be responsible for pursuing legal causes of action that may be based on the purchase, sale or holding of a security by a Fund. The Portfolio Manager shall, however, provide notice to the Manager the Adviser’s opinion as of any such potential claim and provide reasonable cooperation to the value of a security included Manager in the Allocated Assets in order to assist the Manager, or the Trust’s Board of Trustees, as the case may be, in determining the value of such securityany possible proceeding.

Portfolio Management Duties. (a) Subject to the supervision of the Manager and the Trust’s Board of Trustees, the Adviser will (i) manage the portion of the Portfolio’s assets allocated to the Adviser by the Manager and subject to the review of the Board of Trustees (“Allocated Assets”) in accordance with the Portfolio’s investment objectives, policies and limitations as stated in the Trust’s Prospectus and Statement of Additional Information; (ii) make investment decisions with respect to Allocated Assets; and (iii) place orders to purchase and sell securities and, where appropriate, commodity futures contracts and options of any type with respect to Allocated Assets; . The Manager understands and (iv) vote proxies if such responsibility is delegated to agrees that the Adviser by the Board of Trusteesdoes not guarantee or represent that any investment objectives will be achieved. (b) The Adviser will keep the Trust and the Manager informed of developments materially affecting the Portfolio and shall, on the Adviser’s own initiative, furnish to the Trust and the Manager from time to time whatever information the Adviser believes appropriate for this purpose. (c) The Adviser agrees that, with respect to the management of the Allocated Assets, it will comply with applicable provisions of the Investment Company Act of 1940, as amended (the “Act”), and all rules and regulations thereunder, all applicable federal and state laws and regulations and with any applicable procedures adopted by the Trust’s Board of Trustees, provided in writing or such other means as they may agree, to the Adviser. When engaging in transactions in securities or other assets for the Portfolio with any adviser to any other fund or portfolio under common control with the Portfolio, including any adviser that is a principal underwriter or an “affiliated person” (as defined in the Act) of a principal underwriter in connection with such transactions, the Adviser or any of its “affiliated persons” will not consult (other than for purposes of complying with Rule 12d3-1(a) and (b)) with such other adviser. (d) The Manager will provide to the Adviser at the end of each calendar month a list (the “Monthly List”) of the securities comprising the Allocated Assets as of such month end. The Adviser agrees that it will review the Monthly List and promptly alert the Manager’s controller, by facsimile at (000) 000-0000 or such other means as they may agree, as to any discrepancies between the Adviser’s records of such holdings and the Monthly List. Upon the specific request of the Manager, the Adviser shall provide to the Manager the Adviser’s opinion as to the value of a security included in the Allocated Assets in order to assist the Manager, or the Trust’s Board of Trustees, as the case may be, in determining the value of such security. (e) The Adviser may from time to time seek research assistance and rely on investment management resources available to it through its affiliated companies, but in no case shall such reliance relieve the Adviser of any of its obligations hereunder, nor shall the Portfolio be responsible for any additional fees or expenses hereunder as a result.

Portfolio Management Duties. Subject to the overall supervision of the Directors of the Company and the Adviser, the Portfolio Manager is hereby granted full responsibility and discretion, with respect to such portion of the Fund's assets as shall be allocated to it by the Adviser for management pursuant to this Agreement from time to time (the "Assets"), for (a) Subject to the supervision management of the Manager and the Trust’s Board of Trustees, the Adviser will (i) manage the portion of the Portfolio’s assets allocated to the Adviser by the Manager and subject to the review of the Board of Trustees (“Allocated Assets”) Assets in accordance with the Portfolio’s Fund's investment objectives, policies and limitations as stated in the Trust’s Prospectus its prospectus and Statement of Additional InformationInformation included as part of the Company's registration statement filed with the Securities and Exchange Commission ("SEC"), as they may be amended from time to time, ("Registration Statement") copies of which shall be provided to the Portfolio Manager by the Adviser; and (iib) make investment decisions with respect to Allocated Assets; (iii) place the placement of orders to purchase and sell securities andfor the Fund. At the request of the Directors or the Adviser, where appropriate, commodity futures contracts and options of any type with respect the Portfolio Manager shall report to Allocated Assets; and (iv) vote proxies if such responsibility is delegated to the Adviser by the Board of Trustees. (b) The Adviser will keep Directors of the Trust Company regularly at such times and in such detail as the Manager informed of developments materially affecting the Portfolio and shall, on the Adviser’s own initiative, furnish to the Trust and the Manager Board may from time to time whatever information determine to be appropriate, in order to permit the Board to determine the adherence of the Portfolio Manager to the investment policies of the Fund. The Adviser has herewith furnished the Portfolio Manager copies of the Fund's current Prospectus, Statement of Additional Information, Articles of Incorporation and Bylaws and agrees during the continuance of this Agreement to furnish the Portfolio Manager copies of any amendments or supplements thereto before or at the time the amendments or supplements become effective. The Portfolio Manager will be entitled to rely on all such documents furnished to it by the Adviser believes appropriate for this purpose. (c) or the Company. The Adviser Portfolio Manager further agrees that, with respect to the management of the Allocated Assetsin performing its duties hereunder, it will will: (a) comply with applicable provisions of the Investment Company 1940 Act of 1940, as amended (the “Act”), and all rules and regulations thereunder, the Advisers Act, the Internal Revenue Code (the "Code") and all other applicable federal and state laws and regulations regulations, and with any applicable procedures adopted by the Trust’s Board Directors; (b) use reasonable efforts to manage the Assets, and to coordinate its activities with the Adviser and any other portfolio manager of Trusteesthe Fund, provided so that the Fund will qualify, and continue to qualify, as a regulated investment company under Subchapter M of the Code and regulations issued thereunder; (c) place orders for the investment of the Assets directly with the issuer, or with any broker or dealer, in writing accordance with applicable policies expressed in the prospectus and/or Statement of Additional Information with respect to the Adviser. When engaging Fund and in transactions in securities or other assets for accordance with applicable legal requirements; (d) furnish to the Portfolio with any adviser to Company, the Adviser and any other fund or portfolio under common control with manager whatever statistical information the Portfolio, including any adviser that is a principal underwriter or an “affiliated person” (as defined in the Act) of a principal underwriter in connection with such transactionsCompany, the Adviser or such other portfolio manager may reasonably request with respect to the Assets or contemplated investments; keep the Adviser and the Directors and, as appropriate, other portfolio managers informed of developments materially affecting the Fund's portfolio; and, on the Portfolio Manager's own initiative, furnish to the Company, the Adviser or other portfolio manager from time to time whatever information the Portfolio Manager believes appropriate for this purpose; (e) make available to the Company's administrator (the "Administrator"), the Company or the Adviser, promptly upon their request, such copies of its investment records and ledgers with respect to the Fund as may be required to assist the Administrator, the Company and the Adviser in their compliance with applicable laws and regulations. The Portfolio Manager will furnish the Directors with such periodic and special reports regarding the Fund as the Directors may reasonably request; (f) immediately notify the Company and the Adviser in the event that the Portfolio Manager or any of its “affiliated persons” will affiliates: (1) becomes aware that it is subject to a statutory disqualification that prevents the Portfolio Manager from serving as a portfolio manager pursuant to this Agreement; or (2) becomes aware that it is the subject of an administrative proceeding or enforcement action by the SEC or other regulatory authority. The Portfolio Manager further agrees to notify the Company and the Adviser immediately of any material fact known to the Portfolio Manager respecting or relating to the Portfolio Manager that is not consult (other than for purposes contained in the Company's Registration Statement regarding the Fund, or any amendment or supplement thereto, but that is required to be disclosed therein, and of complying with Rule 12d3-1(a) and (b)) with such other adviser.any statement contained therein that becomes untrue in any material respect; (dg) The Manager will provide in making investment decisions with respect to the Adviser at Assets, use no inside information that may be in its possession or in the end possession of each calendar month a list (any of its affiliates, nor will the “Monthly List”) of Portfolio Manager seek to obtain any such information. Except as otherwise provided in this Agreement, the securities comprising Portfolio Manager shall not be responsible hereunder for compliance monitoring, reporting or testing or for preparing or maintaining books and records for the Allocated Assets as of Fund or otherwise providing accounting services to the Fund and such month endservices shall be provided by others retained by the Fund. The Adviser agrees that it will review the Monthly List Portfolio Manager shall have access to such reports and promptly alert the Manager’s controller, by facsimile at (000) 000-0000 or such other means as they may agree, as to any discrepancies between the Adviser’s records of such holdings and the Monthly List. Upon the specific request of the Manager, the Adviser shall provide to the Manager the Adviser’s opinion as to the value of a security included in the Allocated Assets in order to assist the Manager, or the Trust’s Board of Trustees, as the case may be, it in determining the value of such securityperforming its services hereunder.

Portfolio Management Duties. Subject to the overall supervision of the Trustees and the Manager, the Portfolio Manager is hereby granted full responsibility and discretion, with respect to each Fund, for (a) Subject to the supervision management of the Manager and the Trust’s Board of Trustees, the Adviser will (i) manage the portion of the Portfolio’s assets allocated to the Adviser by the Manager and subject to the review of the Board of Trustees (“Allocated Assets”) Fund in accordance with the Portfolio’s such Fund's investment objectives, policies and limitations as stated in the Trust’s Prospectus its prospectus and Statement of Additional InformationInformation included as part of the Trust's registration statement filed with the Securities and Exchange Commission (the "SEC"), as they may be amended from time to time (the "Registration Statement"), copies of which shall be provided to the Portfolio Manager by the Manager; and (iib) make investment decisions with respect to Allocated Assets; (iii) place the placement of orders to purchase and sell securities andfor such Fund. At the request of the Manager, where appropriatethe Portfolio Manager shall report to the Trustees or Manager regularly at such times and in such detail as reasonably agreed to by the Manager and the Portfolio Manager. The Manager has herewith furnished the Portfolio Manager copies of the Funds' current Prospectus, commodity futures contracts Statement of Additional Information, Declaration and options Bylaws (collectively, "Documents") and agrees during the continuance of this Agreement to furnish the Portfolio Manager copies of any type amendments or supplements thereto before or at the time the amendments or supplements become effective. Until the Manager or Trust delivers such amendments or supplements to the Portfolio Manager, the Portfolio Manager will be fully protected and entitled to rely on the Documents most recently furnished to it by the Manager or the Trust. The Portfolio Manager is hereby granted authority to retain H.S. Dent Advisors, Xxx. (xxx "Sub-Adviser") to act as a sub-advisor to it, with respect to Allocated Assets; USAZ AIM Dent Demographic Trends Fund, for the purpose of providing the Portfolio Manager with analysis and recommendations concerning appropriate industry and sector allocations and weightings for the Fund's investment portfolio, in accordance with the philosophies of Harry S. Dent, Jr. cxxxxxxxxx xxxxxxxx and sector allocations based on demographic principles. The duties of the Sub-Adviser shall not include selection of specific securities within the recommended industry or sectors for purchase or sale. . The Portfolio Manager shall be solely responsible for paying the fees of the Sub-Adviser. The Portfolio Manager further agrees that, in performing its duties hereunder, it will: (iva) vote proxies if such responsibility is delegated comply, to the Adviser extent applicable to the Portfolio Manager, with the 1940 Act and all rules and regulations thereunder and the Advisers Act and all other applicable federal and state laws and regulations, and with any applicable procedures adopted by the Board of Trustees.; (b) use reasonable efforts to manage the Funds, and to coordinate its activities with the Manager, so that the Funds will comply, and continue to comply, with the adequate diversification requirements of Section 817(h)(2) and the Subchapter M qualification requirements of Sections 851(b)(2) and (3) of the Code and regulations issued thereunder, to the extent such compliance is within the Portfolio Manager's control; (c) place orders for the investment of the Funds directly with the issuer, or with any broker or dealer, in accordance with applicable policies expressed in the prospectus and/or Statement of Additional Information with respect to the Funds and in accordance with applicable legal requirements. Specifically, in executing portfolio transactions and selecting broker-dealers, the Portfolio Manager will use its best efforts to seek best execution on behalf of each Fund. In assessing the best execution available for any transaction, the Portfolio Manager shall consider all factors it deems relevant, which may include, without limitation, the breadth of the market in the security, the price of the security, the financial condition and execution capability of the broker-dealer, the size of and difficulty in executing the order, and the reasonableness of the commission, if any (all for the specific transaction and on a continuing basis). In evaluating the best execution available, and in selecting the broker-dealer to execute a particular transaction, the Portfolio Manager may also consider the brokerage and research services (as those terms are used in Section 28(e) of the Securities Exchange Act of 1934) provided to a Fund and /or other accounts over which the Portfolio Manager or an affiliate of the Portfolio Manager exercises investment discretion. The Adviser will keep Portfolio Manager is authorized to pay a broker-dealer who provides such brokerage and research services a commission for executing a portfolio transaction for a Fund which is in excess of the Trust amount of commissions another broker-dealer would have charged for effecting that transaction if, but only if, the Porftolio 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-dealer viewed in terms of that particular transaction or in terms of all of the accounts over which the Portfolio Manager or an affiliate of the Portfolio Manager exercises investment discretion.. Provided the investment objectives of a Fund and applicable law are adhered to, the Portfolio Manager may aggregate sale and purchase orders of securities and other investments held in the Fund with similar orders being made simultaneously for other accounts managed by the Portfolio Manager or with accounts of affiliates of the Portfolio Manager in accordance with a formula believed to be equitable to each account, taking into consideration an advantageous selling or purchase price, brokerage commissions and other expenses, and beneficial timing of transactions, or a combination of these and other factors. The Fund and the Manager recognize that in some cases this procedure may adversely affect the size of the position obtainable for such Fund; (d) keep the Manager and the Trustees informed of developments materially affecting related to the Portfolio and shallManager's duties hereunder that materially affect the Funds' portfolios; and, on the Adviser’s Portfolio Manager's own initiative, furnish to the Trust and or the Manager from time to time whatever information the Adviser Portfolio Manager believes appropriate for this purpose.; (ce) The Adviser agrees thatmake available to the Trust or the Manager, promptly upon their request, such copies of its investment records and ledgers with respect to the management of Funds as may be required to assist the Allocated AssetsTrust's administrator (the "Administrator"), it will comply the Trust and the Manager in their compliance with applicable provisions laws and regulations. The Portfolio Manager will furnish the Trustees or the Manager with such periodic and special reports regarding the Funds as reasonably agreed to by the Manager and Portfolio Manager; (f) immediately notify the Trust and the Manager in the event that the Portfolio Manager: (1) becomes aware that it is subject to a statutory disqualification that prevents the Portfolio Manager from serving as a portfolio manager pursuant to this Agreement; or (2) becomes aware that it is the subject of an administrative proceeding or enforcement action by the Investment Company Act SEC or other regulatory authority. The Portfolio Manager further agrees to notify the Trust and the Manager immediately of 1940any material fact known to the Portfolio Manager respecting or relating to the Portfolio Manager that is not contained in the Trust's Registration Statement regarding the Funds, as amended (the “Act”)or any amendment or supplement thereto, but that is required to be disclosed therein, and all rules of any statement contained therein respecting or relating to the Portfolio Manager that becomes untrue in any material respect; (g) in making investment decisions with respect to the Funds, use no material non-public information that may be in its possession nor will the Portfolio Manager seek to obtain any such information. Except as otherwise provided in this Agreement, the Portfolio Manager shall not be responsible hereunder for compliance monitoring, reporting or testing or for preparing or maintaining books and regulations thereunder, all applicable federal records for the Funds or otherwise providing accounting or pricing services to the Funds and state laws and regulations and with any applicable procedures adopted such services shall be provided by others retained by the Trust’s Board Funds. The Portfolio Manager shall have access to such reports and records to assist it in performing its services hereunder. The Portfolio Manager shall not be responsible for pursuing or defending legal causes of Trusteesaction that may be based on the purchase, provided in writing to the Adviser. When engaging in transactions in securities sale or other assets for the Portfolio with any adviser to any other fund or portfolio under common control with the Portfolio, including any adviser that is a principal underwriter or an “affiliated person” (as defined in the Act) holding of a principal underwriter in connection with such transactions, the Adviser or any of its “affiliated persons” will not consult (other than for purposes of complying with Rule 12d3-1(a) and (b)) with such other adviser. (d) The Manager will provide to the Adviser at the end of each calendar month security by a list (the “Monthly List”) of the securities comprising the Allocated Assets as of such month endFund. The Adviser agrees that it will review the Monthly List and promptly alert the Manager’s controllerPortfolio Manager shall, by facsimile at (000) 000-0000 or such other means as they may agreehowever, as to any discrepancies between the Adviser’s records of such holdings and the Monthly List. Upon the specific request of the Manager, the Adviser shall provide reasonable cooperation to the Manager the Adviser’s opinion as to the value of a security included in the Allocated Assets in order to assist the Manager, or the Trust’s Board of Trustees, as the case may be, in determining the value of such securityany possible proceeding.

Portfolio Management Duties. (a) Subject to the supervision of the Manager and the Trust’s Board of Trustees, the Adviser will (i) manage the portion of the Portfolio’s assets allocated to the Adviser by the Manager and subject to the review of the Board of Trustees (“Allocated Assets”) in accordance with the Portfolio’s investment objectives, policies and limitations as stated in the Trust’s Prospectus and Statement of Additional Information; (ii) make investment decisions with respect to Allocated Assets; and (iii) place orders to purchase and sell securities and, where appropriate, commodity futures contracts and options of any type with respect to Allocated Assets; and (iv) vote proxies if such responsibility is delegated to . The Manager understands that the Adviser by the Board of Trusteesdoes not guarantee that any investment objectives will be achieved. (b) The Adviser will keep the Trust and the Manager informed of developments materially affecting the Portfolio and shall, on the Adviser’s own initiative, furnish to the Trust and the Manager from time to time whatever information the Adviser believes appropriate for this purpose. (c) The Adviser agrees that, with respect to the management of the Allocated Assets, it will comply with applicable provisions of the Investment Company Act of 1940, as amended (the “Act”), and all rules and regulations thereunder, all applicable federal and state laws and regulations and with any applicable procedures adopted by the Trust’s Board of Trustees, provided in writing or such other means as they may agree, to the Adviser. When engaging in transactions in securities or other assets for the Portfolio with any adviser to any other fund or portfolio under common control with the Portfolio, including any adviser that is a principal underwriter or an “affiliated person” (as defined in the Act) of a principal underwriter in connection with such transactions, the Adviser or any of its “affiliated persons” will not consult (other than for purposes of complying with Rule 12d3-1(a) and (b)) with such other adviser. (d) The Manager will provide to the Adviser at the end of each calendar month a list (the “Monthly List”) of the securities comprising the Allocated Assets as of such month end. The Adviser agrees that it will review the Monthly List and promptly alert the Manager’s controller, by facsimile at (000( ) 000-0000 - or such other means as they may agree, as to any discrepancies between the Adviser’s records of such holdings and the Monthly List. Upon the specific request of the Manager, the Adviser shall provide to the Manager the Adviser’s opinion as to the value of a security included in the Allocated Assets in order to assist the Manager, or the Trust’s Board of Trustees, as the case may be, in determining the value of such security. (e) The Adviser may from time to time seek research assistance and rely on investment management resources available to it through its affiliated companies, but in no case shall such reliance relieve the Adviser of any of its obligations hereunder, nor shall the Manager, the Trust or the Portfolio be responsible for any additional fees or expenses hereunder as a result.