Common use of Services as Sub-Adviser Clause in Contracts

Services as Sub-Adviser. (i) Subject to the general oversight and supervision of the Adviser and the Board of Trustees of the Trust, the Adviser employs Sub-Adviser to (a) manage the investment and reinvestment of the Fund’s assets and, with respect to such assets, to (b) continuously review, supervise, and administer the investment program of the Fund which is created by the Adviser; (c) determine, in Sub-Adviser’s discretion, the securities, instruments, agreements, and contracts to be purchased, sold or held by the Fund; such non-discretionary investment services provided in Sections 2 (a)-(c) are referred to herein as the Fund’s “Model Portfolio” (d) provide the Adviser, other sub-investment advisers as the Adviser may direct, and the Trust with records concerning Sub-Adviser’s activities and Model Portfolio which the Trust is required to maintain, and (e) render regular reports to the Adviser and to the Trust’s officers and Trustees concerning Sub-Adviser’s discharge of the foregoing responsibilities. (ii) Sub-Adviser shall discharge the foregoing responsibilities, subject to the Adviser’s oversight and supervision and the control of the officers and the Trustees of the Trust and in compliance with (a) such policies as the Trustees may from time to time establish, (b) the objectives, policies, strategies, and limitations for the Fund as set forth in the Trust’s then-current registration statement as filed with the U.S. Securities and Exchange Commission (“SEC”), as amended from time to time, and (c) applicable laws and regulations. (iii) For the avoidance of doubt, Sub-Adviser with respect to the Model Portfolio shall have no duty, obligation or right to (a) oversee the placement of purchase and sale orders on behalf of the Fund; (b) maintain books and records with respect to the Fund’s securities transactions; or (c) give instructions to the Trust’s Custodian(s).

Services as Sub-Adviser. (ia) Subject to the general oversight supervision and supervision written direction of the Adviser and the Board of Trustees of the TrustAdviser, the Adviser employs Sub-Adviser to (a) adviser will manage the investment and reinvestment of the Fund’s assets and(“Assets”) in accordance with: (1) the Declaration, with respect to such assets, to (b2) continuously review, supervise, and administer the investment program of the Fund which is created by the Adviser; (c) determine, in Sub-Adviser’s discretionInvestment Company Act, the securitiesAdvisers Act, instrumentsall applicable rules and regulations thereunder and all other applicable laws and regulations, agreements, and contracts to be purchased, sold or held by the Fund; such non-discretionary investment services provided in Sections 2 (a)-(c3) are referred to herein as the Fund’s “Model Portfolio” (d) provide investment objective and policies as stated in the Adviser, other sub-investment advisers as the Adviser may direct, Prospectus and the Trust with records concerning Sub-Adviser’s activities and Model Portfolio which the Trust is required to maintainStatement of Additional Information, and (e4) render regular reports to investment parameters provided in writing by the Adviser and to the Trust’s officers and Trustees concerning Sub-Adviser’s discharge of the foregoing responsibilities. (ii) Sub-Adviser shall discharge the foregoing responsibilities, subject to the Adviser’s oversight and supervision and the control of the officers and the Trustees of the Trust and in compliance with (a) such policies as the Trustees may from time to time establish, (b) the objectives, policies, strategies, and limitations for the Fund as set forth in procedures adopted by the Trust’s thenTrustees. In connection therewith, the Sub-current registration statement as filed with the U.S. Securities and Exchange Commission (“SEC”), as amended from time to time, and (c) applicable laws and regulations.adviser will: (iiii) For provide a continuous investment program for the avoidance of doubtAssets, Sub-Adviser with respect including investment research and determining whether to the Model Portfolio shall have no dutypurchase, obligation retain or right to (a) oversee the placement of purchase sell securities and sale orders other investments on behalf of the Fund; . The Sub-adviser is hereby authorized to execute, or place orders for the execution of, all transactions on behalf of the Fund; (bii) maintain books assist the Trust’s custodians and records accounting agent in determining or confirming, consistent with respect to the procedures and policies stated in the Prospectus and Statement of Additional Information, the value of any portfolio securities or other portfolio assets represented in the Fund for which the custodians and accounting agent seek assistance from or identify for review by the Sub-adviser; (iii) monitor the execution of transactions and the settlement and clearance of the Fund’s securities transactions; (iv) exercise voting rights in respect of the Fund’s portfolio securities; or and (cv) give instructions provide reports to the Trust’s Custodian(s)Trustees for consideration at quarterly meetings of the Board on the investment program for the Fund and the issuers and securities represented in the Fund, and furnish the Adviser and the Trust’s Trustees with such periodic and special reports as the Trust or the Adviser may reasonably request. (b) In connection with the performance of the services of the Sub-adviser provided for herein, the Sub-adviser may contract at its own expense with third parties for the acquisition of research, clerical services and other administrative services that would not require such parties to be required to register as an investment adviser under the Advisers Act; provided that the Sub-adviser shall remain responsible and liable for the performance of its duties hereunder.

Services as Sub-Adviser. (ia) Subject to the general oversight supervision and supervision direction of the Adviser and the Board of Trustees of the TrustAdviser, the Adviser employs Sub-Adviser will provide investment advisory assistance and portfolio management advice to (a) manage the investment and reinvestment of the Fund’s assets and, with respect to such assets, to (b) continuously review, supervise, and administer the investment program of the Fund which is created by the Adviser; (c) determine, in Sub-Adviser’s discretion, the securities, instruments, agreements, and contracts to be purchased, sold or held by the Fund; such non-discretionary investment services provided in Sections 2 (a)-(c) are referred to herein as the Fund’s “Model Portfolio” (d) provide the Adviser, other sub-investment advisers as the Adviser may direct, and the Trust with records concerning Sub-Adviser’s activities and Model Portfolio which the Trust is required to maintain, and (e) render regular reports to the Adviser and to the Trust’s officers and Trustees concerning Sub-Adviser’s discharge of the foregoing responsibilities. (ii) Sub-Adviser shall discharge the foregoing responsibilities, subject to the Adviser’s oversight and supervision and the control of the officers and the Trustees of the Trust and in compliance accordance with (a) such policies as the Trustees may from time to time establishArticles of Incorporation, (b) the objectivesInvestment Company Act of 1940, policies, strategiesas amended (the "1940 Act"), and limitations for the Fund Investment Advisers Act of 1940, as set forth in amended (the Trust’s then-current registration statement as filed with "Advisers Act"), and all applicable Rules and Regulations of the U.S. Securities and Exchange Commission (“the "SEC”), ") and all other applicable laws and regulations and (c) the Fund's investment objective and policies as amended stated in the Prospectus and SAI and investment parameters provided by the Adviser from time to time. In connection therewith, and (c) applicable laws and regulations. (iii) For the avoidance of doubt, Sub-Adviser with respect will: (i) determine whether to purchase, retain or sell interests in United States or foreign private investment vehicles that themselves invest in debt and equity securities of companies in the Model Portfolio shall have no dutyventure capital and post-venture capital stages of development or companies engaged in special situations or changes in corporate control, obligation including buyouts ("Investments"). The Sub-Adviser is hereby authorized to execute, or right to (a) oversee place orders for the placement of purchase and sale orders execution of, all Investments on behalf of the Fund; (ii) assist the custodian and accounting agent for the Fund in determining or confirming, consistent with the procedures and policies stated in the Prospectus and SAI, the value of any Investments for which the custodian and accounting agent seek assistance from or identify for review by the Sub-Adviser; (iii) monitor the execution of orders for the purchase or sale of Investments and the settlement and clearance of those orders; (iv) exercise voting rights in respect of Investments; and (v) provide reports to the Fund's Board of Directors for consideration at quarterly meetings of the Board on the Investments and furnish the Adviser and the Fund's Board of Directors with such periodic and special reports as the Fund or the Adviser may reasonably request. (b) maintain books In connection with the performance of the services of the Sub-Adviser provided for herein, the Sub-Adviser may contract at its own expense with third parties for the acquisition of research, clerical services and records with respect other administrative services that would not require such parties to be required to register as an investment adviser under the Fund’s securities transactionsAdvisers Act; or (c) give instructions to provided that the Trust’s Custodian(s)Sub-Adviser shall remain liable for the performance of its duties hereunder.

Services as Sub-Adviser. (ia) Subject to the general oversight supervision and supervision direction of the Adviser and the Board of Trustees of the TrustAdviser, the Adviser employs Sub-Adviser to (a) manage the will provide investment advisory assistance and reinvestment of the Fund’s assets and, with respect to such assets, to (b) continuously review, supervise, and administer the investment program of the Fund which is created by the Adviser; (c) determine, in Sub-Adviser’s discretion, the securities, instruments, agreements, and contracts to be purchased, sold or held by the Fund; such non-discretionary investment services provided in Sections 2 (a)-(c) are referred to herein as the Fund’s “Model Portfolio” (d) provide the Adviser, other sub-investment advisers as the Adviser may direct, and the Trust with records concerning Sub-Adviser’s activities and Model Portfolio which the Trust is required to maintain, and (e) render regular reports portfolio management advice to the Adviser and to the Trust’s officers and Trustees concerning Sub-Adviser’s discharge of the foregoing responsibilities. (ii) Sub-Adviser shall discharge the foregoing responsibilities, subject to the Adviser’s oversight and supervision and the control of the officers and the Trustees of the Trust and Portfolio in compliance accordance with (a) such policies as the Trustees may from time to time establishAgreement and Declaration of Trust, (b) the objectivesInvestment Company Act of 1940, policies, strategiesas amended (the "1940 Act"), and limitations for the Fund Investment Advisers Act of 1940, as set forth in amended (the Trust’s then-current registration statement as filed with "Advisers Act"), and all applicable Rules and Regulations of the U.S. Securities and Exchange Commission (“the "SEC”), ") and all other applicable laws and regulations and (c) the Portfolio's investment objective and policies as amended stated in the Prospectus and SAI and investment parameters provided by the Adviser from time to time. In connection therewith, the Sub-Adviser will: (i) furnish the Adviser on behalf of the Portfolio such information, investment recommendations, advice and assistance as the Adviser shall from time to time reasonably request; 2 (cii) applicable laws and regulations.execute, or place orders for the execution of, securities transactions on behalf of the Portfolio, after consultation with the Adviser; (iii) For confer with the avoidance Adviser concerning the purchase, retention or sale of doubt, Sub-Adviser with respect to the Model Portfolio shall have no duty, obligation or right to (a) oversee the placement of purchase and sale orders securities on behalf of the FundPortfolio; (iv) provide the Adviser with statistical, research and other factual data for its use in connection with the Portfolio's investment program; (v) assist the Adviser in monitoring the execution of securities transactions and the settlement and clearance of securities transactions on behalf of the Portfolio; and (vi) furnish the Adviser and the Trust's Board of Trustees with such periodic and special reports as the Trust or the Adviser may reasonably request. (b) maintain books In connection with the performance of the services of the Sub-Adviser provided for herein, the Sub-Adviser may contract at its own expense with third parties for the acquisition of research, clerical services and records with respect other administrative services that would not require such parties to be required to register as an investment adviser under the Fund’s securities transactionsAdvisers Act; or (c) give instructions to provided that the Trust’s Custodian(s)Sub-Adviser shall remain liable for the performance of its duties hereunder.

Services as Sub-Adviser. (i) Subject to the general oversight and supervision of the Adviser and the Board of Trustees of the Trust, the Adviser employs Sub-Adviser to (a) manage the investment and reinvestment of the Fund’s assets and, with respect to such assets, to (b) continuously review, supervise, and administer the investment program of the Fund which is created by the Adviser; (c) determine, in Sub-Adviser’s discretion, the securities, instruments, agreements, and contracts to be purchased, sold or held by the Fund; such non-discretionary investment services provided in Sections 2 (a)-(c) are referred to herein as the Fund’s “Model Portfolio” (d) provide the Adviser, other sub-investment advisers as the Adviser may direct, and the Trust with records concerning Sub-Adviser’s activities and Model Portfolio which the Trust is required to maintain, and (e) render regular reports to the Adviser and to the Trust’s officers and Trustees concerning Sub-Adviser’s discharge of the foregoing responsibilities. (ii) Sub-Adviser shall discharge the foregoing responsibilities, subject to the Adviser’s oversight and supervision and the control of the officers and the Trustees of the Trust and in compliance with (a) such policies as the Trustees may from time to time establish, (b) the objectives, policies, strategies, and limitations for the Fund Funds as set forth in the Trust’s then-current registration statement as filed with the U.S. Securities and Exchange Commission (“SEC”), as amended from time to time, and (c) applicable laws and regulations. (iii) For the avoidance of doubt, Sub-Adviser with respect to the Model Portfolio shall have no duty, obligation or right to (a) oversee the placement of purchase and sale orders on behalf of the FundFunds; (b) maintain books and records with respect to the each Fund’s securities transactions; or (c) give instructions to the Trust’s Custodian(s).

Services as Sub-Adviser. (ia) Subject to the general oversight supervision and supervision direction of the Adviser and the Board of Trustees of the TrustAdviser, the Adviser employs Sub-Adviser to (a) manage the will provide investment advisory assistance and reinvestment of the Fund’s assets and, with respect to such assets, to (b) continuously review, supervise, and administer the investment program of the Fund which is created by the Adviser; (c) determine, in Sub-Adviser’s discretion, the securities, instruments, agreements, and contracts to be purchased, sold or held by the Fund; such non-discretionary investment services provided in Sections 2 (a)-(c) are referred to herein as the Fund’s “Model Portfolio” (d) provide the Adviser, other sub-investment advisers as the Adviser may direct, and the Trust with records concerning Sub-Adviser’s activities and Model Portfolio which the Trust is required to maintain, and (e) render regular reports portfolio management advice to the Adviser and to the Trust’s officers and Trustees concerning Sub-Adviser’s discharge of the foregoing responsibilities. (ii) Sub-Adviser shall discharge the foregoing responsibilities, subject to the Adviser’s oversight and supervision and the control of the officers and the Trustees of the Trust and Portfolio in compliance accordance with (a) such policies as the Trustees may from time to time establishArticles of Incorporation, (b) the objectivesInvestment Company Act of 1940, policies, strategiesas amended (the "1940 Act"), and limitations for the Fund Investment Advisers Act of 1940, as set forth in amended (the Trust’s then-current registration statement as filed with "Advisers Act"), and all applicable Rules and Regulations of the U.S. Securities and Exchange Commission (“the "SEC”), ") and all other applicable laws and regulations and (c) the Portfolio's investment objective and policies as amended stated in the Prospectus and SAI and investment parameters provided by the Adviser from time to time. In connection therewith, the Sub-Adviser will: (i) furnish the Adviser on behalf of the Portfolio such information, investment recommendations, advice and assistance as the Adviser shall from time to time reasonably request; (cii) applicable laws and regulations.execute, or place orders for the execution of, securities transactions on behalf of the Portfolio, after consultation with the Adviser; (iii) For confer with the avoidance Adviser concerning the purchase, retention or sale of doubt, Sub-Adviser with respect to the Model Portfolio shall have no duty, obligation or right to (a) oversee the placement of purchase and sale orders securities on behalf of the Portfolio; (iv) provide the Adviser with statistical, research and other factual data for its use in connection with the Portfolio's investment program; (v) assist the Adviser in monitoring the execution of securities transactions and the settlement and clearance of securities transactions on behalf of the Portfolio; and (vi) furnish the Adviser and the Fund; 's Board of Directors with such periodic and special reports as the Fund or the Adviser may reasonably request. (b) maintain books In connection with the performance of the services of the Sub-Adviser provided for herein, the Sub-Adviser may contract at its own expense with third parties for the acquisition of research, clerical services and records with respect other administrative services that would not require such parties to be required to register as an investment adviser under the Fund’s securities transactionsAdvisers Act; or (c) give instructions to provided that the Trust’s Custodian(s)Sub-Adviser shall remain liable for the performance of its duties hereunder.

Services as Sub-Adviser. (ia) Subject to the general oversight supervision and supervision direction of the Adviser and the Board of Trustees of the TrustAdviser, the Adviser employs Sub-Adviser will provide investment advisory assistance and portfolio management advice to (a) manage the investment and reinvestment of the Fund’s assets and, with respect to such assets, to (b) continuously review, supervise, and administer the investment program of the Fund which is created by the Adviser; (c) determine, in Sub-Adviser’s discretion, the securities, instruments, agreements, and contracts to be purchased, sold or held by the Fund; such non-discretionary investment services provided in Sections 2 (a)-(c) are referred to herein as the Fund’s “Model Portfolio” (d) provide the Adviser, other sub-investment advisers as the Adviser may direct, and the Trust with records concerning Sub-Adviser’s activities and Model Portfolio which the Trust is required to maintain, and (e) render regular reports to the Adviser and to the Trust’s officers and Trustees concerning Sub-Adviser’s discharge of the foregoing responsibilities. (ii) Sub-Adviser shall discharge the foregoing responsibilities, subject to the Adviser’s oversight and supervision and the control of the officers and the Trustees of the Trust and in compliance accordance with (a) such policies as the Trustees may from time to time establishAgreement and Declaration of Trust, (b) the objectivesInvestment Company Act of 1940, policies, strategiesas amended (the "1940 Act"), and limitations for the Fund Investment Advisers Act of 1940, as set forth in amended (the Trust’s then-current registration statement as filed with "Advisers Act"), and all applicable Rules and Regulations of the U.S. Securities and Exchange Commission (“the "SEC”), ") and all other applicable laws and regulations and (c) the Trust's investment objective and policies as amended stated in the Prospectus and SAI and investment parameters provided by the Adviser from time to time. In connection therewith, the Sub-Adviser will: (i) determine whether to purchase, retain or sell interests in United States or foreign private investment vehicles that themselves invest in debt and equity securities of companies in the venture capital and post-venture capital stages of development or companies engaged in special situations or changes in corporate control, including buyouts (c"Investments"). The Sub-Adviser is hereby authorized to execute, or place orders for the execution of, all Investments on behalf of the Trust; (ii) applicable laws assist the custodian and regulations.accounting agent for the Trust in determining or confirming, consistent with the procedures and policies stated in the Prospectus and SAI, the value of any Investments for which the custodian and accounting agent seek assistance from or identify for review by the Sub-Adviser; (iii) For monitor the avoidance execution of doubt, orders for the purchase or sale of Investments and the settlement and clearance of those orders; (iv) exercise voting rights in respect of Investments; and (v) provide reports to the Trust's Board of Trustees for consideration at quarterly meetings of the Board on the Investments and furnish the Adviser and the Trust's Board of Trustees with such periodic and special reports as the Trust or the Adviser may reasonably request. (b) In connection with the performance of the services of the Sub-Adviser provided for herein, the Sub-Adviser may contract at its own expense with respect third parties for the acquisition of research, clerical services and other administrative services that would not require such parties to be required to register as an investment adviser under the Model Portfolio Advisers Act; provided that the Sub-Adviser shall have no duty, obligation or right to (a) oversee remain liable for the placement performance of purchase and sale orders on behalf of the Fund; (b) maintain books and records with respect to the Fund’s securities transactions; or (c) give instructions to the Trust’s Custodian(s)its duties hereunder.