Common use of PORTFOLIO MANAGEMENT SERVICES OF THE SUB-ADVISER Clause in Contracts

PORTFOLIO MANAGEMENT SERVICES OF THE SUB-ADVISER. The Sub-Adviser is hereby employed and authorized to select portfolio securities and other assets for investment by the Fund, to purchase and to sell securities and other assets for the Sub-Advised Account, and upon making any purchase or sale decision, to place orders for the execution of such portfolio transactions in accordance with Sections 6 and 7 hereof and Schedule A hereto (as amended from time to time). In providing portfolio management services to the Sub-Advised Account, the Sub-Adviser shall be subject to and shall conform to such investment restrictions as are set forth in the 1940 Act and the rules thereunder, the Internal Revenue Code, applicable state securities laws, applicable statutes and regulations of foreign jurisdictions, the supervision and control of the Board of Trustees of the Trust, such specific instructions as the Board of Trustees may adopt and communicate in writing to the Sub-Adviser, the investment objective, policies and restrictions of the Trust applicable to the Fund furnished pursuant to Section 5 of this Agreement, the provisions of Schedule A and Schedule B hereto and other instructions communicated in writing to the Sub-Adviser by the Adviser (including, but not limited to, the investment objective, policies and restrictions attached hereto as Annex A). The Sub-Adviser is not authorized by the Trust to take any action, including the purchase or sale of securities or other assets for the Sub-Advised Account, in contravention of any restriction, limitation, objective, policy or instruction described in the previous sentence. The Sub-Adviser shall maintain on behalf of the Trust the records listed in Schedule B hereto (as amended from time to time). At the Trust’s reasonable request, the Sub-Adviser will consult with the Trust or with the Adviser with respect to any decision made by it with respect to the investments of the Sub-Advised Account.

PORTFOLIO MANAGEMENT SERVICES OF THE SUB-ADVISER. The Subject to the supervision of the Adviser, the Sub-Adviser is hereby employed and authorized to select portfolio securities and other assets for investment by the Fund, to purchase and to sell securities and other assets for the Sub-Advised Fund Account, and upon making any purchase or sale decision, to place orders for the execution of such portfolio transactions in accordance with Sections 6 and 7 hereof and Schedule A hereto (as amended from time to time). In providing portfolio management services to the Sub-Advised Fund Account, the Sub-Adviser shall be subject to and shall conform to such investment restrictions as are set forth in the 1940 Act and the rules thereunder, the Internal Revenue Code (“Code”), applicable state securities laws, applicable statutes and regulations of foreign jurisdictions, the supervision and control of the Board of Trustees of the Trust, such specific instructions as the Board of Trustees may adopt and communicate in writing to the Sub-Adviser, the investment objectiveobjectives, policies and restrictions of the Trust applicable to the Fund furnished pursuant to Section 5 of this Agreement, the provisions of Schedule A and Schedule B hereto and other instructions communicated in writing to the Sub-Adviser by the Adviser (including, but not limited to, the investment objective, policies and restrictions attached hereto as Annex A)Adviser. The Sub-Adviser is not authorized by the Trust to take any action, including the purchase or sale of securities or other assets for the Sub-Advised Fund Account, in contravention of any restriction, limitation, objective, policy or instruction described in the previous sentence. Following effectiveness of this Agreement, for changes to investment objectives, policies and restrictions, the Sub-Adviser shall be provided prior written notice. The Sub-Adviser shall maintain on behalf of the Trust the records listed in Schedule B hereto (as amended from time to time). At the Trust’s reasonable request, the Sub-Adviser will consult with the Trust or with the Adviser with respect to any decision made by it with respect to the investments of the Sub-Advised Fund Account.

PORTFOLIO MANAGEMENT SERVICES OF THE SUB-ADVISER. The Sub-Adviser is hereby employed and authorized to select portfolio securities and other assets for investment by the Fund, to purchase and to sell securities and other assets for the Sub-Advised Account, and upon making any purchase or sale decision, to place orders for the execution of such portfolio transactions in accordance with Sections 6 and 7 hereof and Schedule A hereto (as amended from time to time). In providing portfolio management services Services to the Sub-Advised Account, the Sub-Adviser shall be subject to and shall conform to such investment restrictions as are set forth in the 1940 Act and the rules thereunder, the Internal Revenue Code, applicable state State securities laws, applicable statutes Statutes and regulations of foreign jurisdictions, the supervision and control of the Board of Trustees of the Trust, such specific instructions as the Board of Trustees may adopt and communicate in writing to the Sub-Adviser, the investment objective, policies and restrictions of the Trust applicable to the Fund furnished pursuant to Section 5 of this Agreement, the provisions of Schedule A and Schedule B hereto and other instructions communicated in writing to the Sub-Adviser by the Adviser (including, but not limited to, the investment objective, policies and restrictions attached hereto as Annex A). The Sub-Adviser is not authorized by the Trust to take any action, including the purchase or sale of securities or other assets for the Sub-Advised Account, in contravention of any restriction, limitation, objective, policy or instruction described in the previous sentence. The Sub-Adviser shall maintain on behalf of the Trust the records listed in Schedule B hereto (as amended from time to time). At the Trust’s reasonable request, the Sub-Adviser will consult with the Trust or with the Adviser with respect to any decision made by it with respect to the investments Investments of the Sub-Advised Account. For the avoidance of doubt the Sub-Adviser’s authority includes: (I) negotiate on Fund’s behalf, the terms and conditions of any prime brokerage, master trading agreement (including ISDA Master Agreements) and ancillary documents incidental thereto, relating in whole or in part to purchase and to sell securities and other assets with any prime broker, futures commission merchant, issuer, counterparty, or custodian; and (II) open accounts or execute any account opening agreements (including executing brokerage accounts) in the name, or for the benefit of Fund with such brokers, dealers, issuers or custodians without the advance written consent of the Trust or Adviser.