Common use of Services of Sub-Adviser Clause in Contracts

Services of Sub-Adviser. Subject to the oversight and supervision of Adviser and the Fund’s Board of Trustees, Sub-Adviser will supervise the day-to-day operations of the Portfolios and perform the following services: (i) act as investment adviser for and manage the investment and reinvestment of those assets of the Portfolios as Adviser may from time to time request and in connection therewith have complete discretion in purchasing and selling such securities and other assets for the Portfolios and in voting, exercising consents and exercising all other rights appertaining to such securities and other assets on behalf of the Portfolios; (ii) provide investment research and credit analysis concerning the Portfolios’ investments; (iii) assist Adviser in determining what portion of the Portfolios’ assets will be invested in cash and cash equivalents and money market instruments; (iv) place orders for all purchases and sales of the investments made for the Portfolios; and (v) maintain the books and records as are required to support Fund operations (in conjunction with record-keeping and accounting functions performed by Adviser). At the request of Adviser, Sub-Adviser will also, subject to the oversight and supervision of Adviser and the direction and control of the Fund’s Board of Trustees, provide to Adviser or the Fund any of the facilities and equipment and perform any of the services described in Section 4 of the Advisory Agreement. In addition, Sub-Adviser will keep the Fund and Adviser informed of developments materially affecting the Portfolios and shall, on its own initiative, furnish to the Fund from time to time whatever information Sub-Adviser believes appropriate for this purpose. Sub-Adviser will periodically communicate to Adviser, at such times as Adviser may direct, information concerning the purchase and sale of securities for the Portfolios, including (i) the name of the issuer, (ii) the amount of the purchase or sale, (iii) the name of the broker or dealer, if any, through which the purchase or sale will be effected, (iv) the CUSIP number of the instrument, if any, and (v) such other information as Adviser may reasonably require for purposes of fulfilling its obligations to the Fund under the Advisory Agreement. Sub-Adviser will provide the services rendered by it under this Agreement in accordance with each Portfolio’s investment objective, policies and restrictions as stated in such Portfolio’s prospectuses and statements of additional information (as currently in effect and as they may be amended or supplemented from time to time), and the resolutions of the Fund’s Board of Trustees.

Services of Sub-Adviser. Subject to the oversight and supervision of Adviser and the Fund’s Board of Trustees, Sub-Adviser will supervise the certain day-to-day operations of the Portfolios Portfolio and perform the following services: (i) act as investment adviser for and manage the investment and reinvestment of those assets of the Portfolios Portfolio as Adviser may from time to time request and in connection therewith have complete discretion in purchasing and selling such securities and other assets for the Portfolios Portfolio and in voting, exercising consents and exercising all other rights appertaining to such securities and other assets on behalf of the PortfoliosPortfolio; (ii) provide investment research and credit analysis concerning the Portfolios’ Portfolio’s fixed-income investments; (iii) assist Adviser in determining what portion of the Portfolios’ Portfolio’s assets will be invested in cash and cash equivalents and money market instruments; (iv) place orders for all purchases and sales of the investments fixed-income investments, other than short-term cash equivalents made for the PortfoliosPortfolio; and (v) maintain the books and records as are required to support Fund operations (in conjunction with record-keeping and accounting functions performed by Adviser). At the request of Adviser, Sub-Adviser will also, subject to the oversight and supervision of Adviser and the direction and control of the Fund’s Board of Trustees, provide to Adviser or the Fund any of the facilities and equipment and perform any of the services described in Section 4 of the Advisory Agreement. In addition, Sub-Adviser will keep the Fund and Adviser informed of developments materially affecting the Portfolios Portfolio and shall, on its own initiative, furnish to the Fund from time to time whatever information Sub-Adviser believes appropriate for this purpose. Sub-Adviser will periodically communicate to Adviser, at such times as Adviser may direct, information concerning the purchase and sale of securities for the PortfoliosPortfolio, including (i) the name of the issuer, (ii) the amount of the purchase or sale, (iii) the name of the broker or dealer, if any, through which the purchase or sale will be effected, (iv) the CUSIP number of the instrument, if any, and (v) such other information as Adviser may reasonably require for purposes of fulfilling its obligations to the Fund under the Advisory Agreement. Sub-Adviser will provide the services rendered by it under this Agreement in accordance with each the Portfolio’s investment objective, policies and restrictions as stated in such the Portfolio’s prospectuses prospectus and statements statement of additional information (as currently in effect and as they may be amended or supplemented from time to time), and the resolutions of the Fund’s Board of Trustees.

Services of Sub-Adviser. Subject to the succeeding provisions of this section and the oversight and supervision of Adviser and the Fund’s Board of Trustees (the “Board of Trustees”), Sub-Adviser will supervise perform certain of the day-to-day operations of the Portfolios and perform Portfolio which may include one or more of the following services: (i) act as investment adviser advisor for and manage the investment and reinvestment of those assets of the Portfolios Portfolio as Adviser may from time to time request and in connection therewith have complete discretion in purchasing and selling such securities and other assets for the Portfolios Portfolio and in voting, exercising consents and exercising all other rights appertaining to such securities and other assets on behalf of the PortfoliosPortfolio; (ii) provide investment research and credit analysis concerning the Portfolios’ Portfolio’s investments; (iii) assist Adviser in determining what portion of the Portfolios’ Portfolio’s assets will be invested in cash and cash equivalents and money market instruments; (iv) place orders for all purchases and sales of the investments investments, other than short-term cash equivalents made for the PortfoliosPortfolio; and (v) maintain the books and records as are required to support Fund operations (in conjunction with record-keeping and accounting functions performed by Adviser). At the request of Adviser, Sub-Adviser will also, subject to the oversight and supervision of Adviser and the direction and control of the Fund’s Board of Trustees, provide to Adviser or the Fund any of the facilities and equipment and perform any of the services described in Section 4 of the Advisory Agreement. In addition, Sub-Adviser will keep the Fund and Adviser informed of developments materially affecting the Portfolios Portfolio and shall, on its own initiative, furnish to the Fund from time to time whatever information Sub-Adviser believes appropriate for this purpose. Sub-Adviser will periodically communicate to Adviser, at such times as Adviser may direct, information concerning the purchase and sale of securities for the PortfoliosPortfolio, including (i) the name of the issuer, (ii) the amount of the purchase or sale, (iii) the name of the broker or dealer, if any, through which the purchase or sale will be effected, (iv) the CUSIP number of the instrument, if any, and (v) such other information as Adviser may reasonably require for purposes of fulfilling its obligations to the Fund under the Advisory Agreement. Sub-Adviser will provide the services rendered by it under this Agreement in accordance with each the Portfolio’s investment objective, policies and restrictions as stated in such the Portfolio’s prospectuses prospectus and statements statement of additional information (as currently in effect and as they may be amended or supplemented from time to time), and the resolutions of the Fund’s Board of Trustees.

Services of Sub-Adviser. Subject to the oversight and supervision of ----------------------- Adviser and the Fund’s 's Board of Trustees, Sub-Adviser will supervise the day-to-to- day operations of the Portfolios Portfolio and perform the following services: (i) act as investment adviser for and manage the investment and reinvestment of those assets of the Portfolios as Adviser may from time to time request and in connection therewith have complete discretion in purchasing and selling such securities and other assets for the Portfolios and in voting, exercising consents and exercising all other rights appertaining to such securities and other assets on behalf of the Portfolios; (ii) provide investment research and credit analysis concerning the Portfolios’ Portfolio's investments; , (ii) conduct a continual program of investment of the Portfolio's assets, (iii) assist Adviser in determining determine what portion of the Portfolios’ Portfolio's assets will be invested in cash and cash, cash equivalents and money market instruments; , (iv) place orders for all purchases and sales of the investments made for the Portfolios; Portfolio, and (v) maintain the books and records as are required to support Fund operations (in conjunction with record-keeping and accounting functions performed by Adviser). At the request of Adviser, Sub-Adviser will also, subject to the oversight and supervision of Adviser and the direction and control of the Fund’s Board of Trustees, provide to Adviser or the Fund any of the facilities and equipment and perform any of the services described in Section 4 of the Advisory Agreement. In addition, Sub-Adviser will keep the Fund and Adviser informed of developments materially affecting the Portfolios Fund and shall, on its own initiative, furnish to the Fund from time to time whatever information Sub-Sub- Adviser believes appropriate for this purpose. Sub-Adviser will periodically communicate to Adviser, at such times as Adviser may direct, information concerning the on each day that a purchase and or sale of securities an instrument is effected for the Portfolios, including Portfolio (i) the name of the issuer, (ii) the amount of the purchase or sale, (iii) the name of the broker or dealer, if any, through which the purchase or sale will be effected, (iv) the CUSIP number of the instrument, if any, and (v) such other information as Adviser may reasonably require for purposes of fulfilling its obligations to the Fund under the Advisory Agreement. Sub-Sub- Adviser will provide the services rendered by it under this Agreement in accordance with each the Portfolio’s 's investment objectiveobjectives, policies and restrictions as stated in such the Portfolio’s prospectuses 's Prospectuses and statements Statements of additional information Additional Information (as currently in effect and as they may be amended or supplemented from time to time), and the resolutions of the Fund’s 's Board of Trustees.

Services of Sub-Adviser. Subject (a) Sub-Adviser is hereby employed to recommend to RIM portfolio securities for the Advisory Account by creating a list of recommended investments and weightings for RIM’s consideration in managing the Advisory Account (the “Model Portfolio”). The Model Portfolio will be sent by the Sub-Adviser to RIM in accordance with the Operational Procedures set forth in Exhibit G. The Operational Procedures may be amended by RIM from time to time upon written notice by XXX. RIM will make all decisions to purchase, hold or sell assets of the Advisory Account, and Sub-Adviser is not authorized to place orders for the execution of securities or other transactions for or on behalf of the Advisory Account. Other than Sub-Adviser’s responsibilities to make the recommendations contained in the Model Portfolio and to deliver the Model Portfolio, and to provide such other information, reports, records or advice expressly described in this Contract, Sub-Adviser has no authority or responsibility to manage the Advisory Account as RIM retains the authority and responsibility to manage the assets of the Advisory Account. (b) In providing the Model Portfolio, Sub-Adviser shall be subject to and shall comply with: (i) The Act, the Rules and any other requirement of state or federal laws including the rules, regulations and policy statements approved or issued by the Securities and Exchange Commission thereunder and all applicable laws in the jurisdiction where the Sub-Adviser is located or in which the Advisory Account invests, as amended from time to time (collectively, “Relevant Law”), (ii) The Investment Guidelines (as defined in Section 5) of the Model Portfolio furnished pursuant to Section 5, (iii) This Contract, (iv) The investment restrictions, objectives, strategies and policies set forth in the then current prospectus and statement of additional information of the Fund(s), as amended from time to time (the “Disclosure Documents”), (v) The Fund’s policies and procedures; (vi) The supervision and control of the Board, (vii) Such specific instructions as the Board or RIM may adopt and communicate to Sub-Adviser, and (viii) Any other instructions from RIM. Sub-Adviser shall immediately notify RIM if it is unable to comply with any of the foregoing. (c) Sub-Adviser shall be responsible for the Model Portfolio’s compliance with the Investment Guidelines and the Disclosure Documents at each time that the Model Portfolio is delivered to RIM and shall report to RIM immediately any securities or weightings of securities in the Model Portfolio that may be in violation of the Investment Guidelines or the Disclosure Documents at the time of delivery. Sub-Adviser shall reimburse RIM, the Fund(s) or the Advisory Account for any and all losses, costs or damages resulting from such violation if such violation was due to the oversight and supervision negligence of Adviser the Sub-Adviser. (d) If for any reason which is beyond the control of the Sub-Adviser, including market movements, contributions to or withdrawals from the Advisory Account or a change in the nature of any investment (whether through change in business activity or credit rating), the Advisory Account ceases to comply with the Investment Guidelines or the Disclosure Documents, RIM may request and the FundSub-Adviser shall promptly provide a Model Portfolio that remedies the non-compliance. (e) At RIM’s Board of Trusteesreasonable request, Sub-Adviser will supervise consult with RIM, with respect to any recommendation made by it with respect to the day-to-day operations investments of the Portfolios and perform Advisory Account. (f) Sub-Adviser shall not consult with any other sub-adviser to the following services: (i) act as investment adviser for and manage the investment and reinvestment of those assets Investment Company concerning transactions of the Portfolios as Adviser may from time to time request and Fund in connection therewith have complete discretion in purchasing and selling such securities and or other assets in the Advisory Account advised by Sub-Adviser other than for purposes of complying with the Portfolios and in voting, exercising consents and exercising all other rights appertaining to such securities and other assets on behalf conditions of the Portfolios; paragraphs (iia) provide investment research and credit analysis concerning the Portfolios’ investments; (iii) assist Adviser in determining what portion of the Portfolios’ assets will be invested in cash and cash equivalents and money market instruments; (iv) place orders for all purchases and sales of the investments made for the Portfolios; and (vb) maintain of Rule 12d3-1 under the books and records as are required to support Act. (g) Understanding that the Fund operations (in conjunction with record-keeping and accounting functions performed by Adviser). At the request of Adviseris valued on a daily basis, Sub-Adviser will also, subject shall provide timely assistance to the oversight and supervision of Adviser and the direction and control of RIM and/or the Fund’s Board administrator (together, “RI”) in determining or confirming, consistent with the policies stated in the Fund’s Disclosure Documents, the value of Trustees, provide to any portfolio securities or other assets in the Advisory Account for which RI seeks assistance from Sub-Adviser or identifies for review by Sub-Adviser. This assistance shall include (but is not limited to): (i) designating and providing access to one or more employees of Sub-Adviser who are knowledgeable about the security/issuer, its financial condition, trading and/or other relevant factors for valuation, which employees shall be made available by Sub-Adviser for consultation with RI upon reasonable advance notice; (ii) assisting RI in obtaining bids and offers or quotes from broker/dealers or market-makers with respect to securities or other assets held in the Advisory Account (to the extent reasonably practicable); (iii) confirming pricing and/or providing recommendations for fair valuations of securities or other assets where a market value is not readily available or has otherwise been deemed by Sub-Adviser to be not reliable (e.g., “Level 3” assets within the ASC 820 fair value hierarchy); (iv) taking into account the time sensitive nature of the matter, promptly informing RIM of significant developments that in the judgment of Sub-Adviser affect the value of any security or other asset held in the Advisory Account with respect to the aforementioned fair valuation recommendations that have been made by the Sub-Adviser; and (v) maintaining adequate records and written backup information with respect to the securities valuation assistance provided xxxxxxxxx, and providing such information to RIM upon request, with such records being deemed Fund records. (h) [FOR MULTI-ASSET GROWTH STRATEGY FUND AND COMMODITY STRATEGIES FUND ONLY] Sub-Adviser is [not providing commodity interest trading advice to the Fund] / [registered with the National Futures Association as a commodity trading adviser (“CTA”) and agrees that it will provide commodity interest trading advice as a sub-adviser to the Fund any of in its capacity as a registered CTA] / [providing commodity interest trading advice as a sub-adviser to the facilities Fund in reliance on an exemption from the requirements that it register with the National Futures Association as a commodity trading adviser] / [providing commodity interest trading advice as a sub-adviser to the Fund as if it were exempt from the requirement that it register with the National Futures Association as a commodity trading adviser (“CTA”) and equipment and perform any of the services described in Section 4 of the Advisory Agreement. In addition, hereby notifies RIM that Sub-Adviser will keep operate the Fund Account as if it were not registered as a CTA and Adviser informed of developments materially affecting exempt from the Portfolios and shall, on its own initiative, furnish requirements applicable to a registered CTA with respect to the Fund from time to time whatever information SubFund]. [SUB-Adviser believes appropriate for this purpose. Sub-Adviser will periodically communicate to Adviser, at such times as Adviser may direct, information concerning the purchase and sale of securities for the Portfolios, including (i) the name of the issuer, (ii) the amount of the purchase or sale, (iii) the name of the broker or dealer, if any, through which the purchase or sale will be effected, (iv) the CUSIP number of the instrument, if any, and (v) such other information as Adviser may reasonably require for purposes of fulfilling its obligations to the Fund under the Advisory Agreement. Sub-Adviser will provide the services rendered by it under this Agreement in accordance with each Portfolio’s investment objective, policies and restrictions as stated in such Portfolio’s prospectuses and statements of additional information (as currently in effect and as they may be amended or supplemented from time to time), and the resolutions of the Fund’s Board of Trustees.ADVISER TO SELECT THE APPLICABLE PROVISION]

Services of Sub-Adviser. Subject to the oversight and supervision of the Adviser and the Fund’s Trust's Board of Trustees, the Sub-Adviser will supervise the day-to-day operations provide a continuous investment program for all of the Portfolios and perform the following services: (i) act as investment adviser for and manage the investment and reinvestment of those assets of the Master Portfolios, or for such portion of the assets of the Master Portfolios as the Adviser may determine from time to time, including investment research and management with respect to all securities and investments, and except for such cash balances of the Master Portfolios as may, from time to time, be managed by the Adviser. Subject to the terms of this Agreement, the Sub-Adviser will determine from time to time request and in connection therewith have complete discretion in purchasing and selling such what securities and other assets for the Portfolios and in voting, exercising consents and exercising all other rights appertaining to such securities and other assets on behalf of the Portfolios; (ii) provide investment research and credit analysis concerning the Portfolios’ investments; (iii) assist Adviser in determining what portion of the Portfolios’ assets investments will be invested in cash and cash equivalents and money market instruments; (iv) place orders for all purchases and sales of purchased, retained or sold by the investments made for the Master Portfolios; and (v) maintain the books and records as are required to support Fund operations (in conjunction with record-keeping and accounting functions performed by Adviser). At the request of Adviser, Sub-Adviser will also, subject to the oversight and supervision of Adviser and the direction and control of the Fund’s Board of Trustees, provide to Adviser or the Fund any of the facilities and equipment and perform any of the services described in Section 4 of the Advisory Agreement. In addition, Sub-Adviser will keep the Fund and Adviser informed of developments materially affecting the Portfolios and shall, on its own initiative, furnish to the Fund from time to time whatever information Sub-Adviser believes appropriate for this purpose. Sub-Adviser will periodically communicate to Adviser, at such times as Adviser may direct, information concerning the purchase and sale of securities for the Portfolios, including (i) the name of the issuer, (ii) the amount of the purchase or sale, (iii) the name of the broker or dealer, if any, through which the purchase or sale will be effected, (iv) the CUSIP number of the instrument, if any, and (v) such other information as Adviser may reasonably require for purposes of fulfilling its obligations to the Fund under the Advisory Agreement. The Sub-Adviser will provide the services rendered by it under this Agreement in accordance with each Portfolio’s the investment objectivecriteria and policies established from time to time for the Master Portfolios by the Adviser, the Master Portfolios' investment objectives, policies and restrictions as stated in such Portfolio’s prospectuses the Prospectus(es) and statements Statement(s) of additional information (as currently in effect Additional Information for the Master Portfolios, the operating policies and as they may be amended or supplemented from time to time)procedures of the Master Portfolios, and the resolutions of the Fund’s Master Portfolios' Board of TrusteesTrustees (in each such case, to the extent such items are delivered in writing to the Sub-Adviser). The Sub-Adviser shall not be responsible for the administrative affairs of the Trust including, but not limited to, portfolio accounting and pricing of the Trust's shares. The Sub-Adviser further agrees that it will: (a) Provide information to the Master Portfolios' accountant for the purpose of updating the Master Portfolios' cash availability once a day at a mutually agreed upon time; (b) Maintain historical tax lots for each portfolio security held by the Master Portfolios under procedures agreed between the parties hereto; (c) Transmit trades to the Trust's custodian for proper settlement in accordance with agreed procedures; (d) Maintain all books and records with respect to the Master Portfolios that are required to be maintained under Rule 31a-l(f) under the 1940 Act; (e) Supply the Adviser, the Trust and the Trust's Board of Trustees with reports, statistical data and economic information as requested; and (f) Prepare a quarterly broker security transaction summary and, if requested in advance, monthly security transaction listing for the Master Portfolios.

Services of Sub-Adviser. Subject The Sub-Adviser shall provide the following services and assume the following obligations with respect to the oversight Fund: (a) The investment of the assets of the Fund shall at all times be subject to the applicable provisions of the Trust’s Agreement and supervision Declaration of Adviser Trust, the by-laws, the registration statement, the effective prospectus and the Fund’s statement of additional information of the Company relating to the Fund (the “Fund Documents”) and shall conform to the investment objectives, policies and restrictions of the Fund as set forth in such documents and as interpreted from time to time by the Board of TrusteesTrustees of the Company and by the Adviser. Copies of the Fund Documents have been submitted to the Sub-Adviser, which acknowledges receipt and review of the Fund Documents. The Adviser agrees to provide copies of all amendments to or restatements of the Fund Documents to the Sub-Adviser on a timely and on-going basis but in all events prior to such time as said amendments or restatements become effective. The Sub-Adviser will supervise be entitled to rely on all such documents furnished to it by the day-to-day operations Adviser. Within the framework of the Portfolios investment objectives, policies and perform restrictions of each respective Fund, and subject to the following servicessupervision of the Adviser, the Sub-Adviser shall have responsibility for making and executing investment decisions for the Funds. In carrying out its obligations to manage the investments and reinvestments of the assets of the Funds, the Sub-Adviser shall: (i) act as investment adviser for obtain and manage the investment and reinvestment of those assets of the Portfolios as Adviser may from time to time request and in connection therewith have complete discretion in purchasing and selling such securities evaluate pertinent economic, statistical, financial and other assets information affecting the economy generally and individual companies or industries, the securities of which are included in the Fund’s investment portfolio or are under consideration for the Portfolios and in voting, exercising consents and exercising all other rights appertaining to such securities and other assets on behalf of the Portfoliosinclusion therein; (ii) provide under the supervision of the Adviser, formulate and implement a continuous investment research program for the Fund consistent with the investment objective and credit analysis concerning related investment policies as set forth in the Portfolios’ investmentsFund Documents, as amended; and (iii) assist Adviser in determining what portion take such steps as are necessary to implement the aforementioned investment program by purchase and sale of securities including the placing, or directing the placement through an affiliate of the Portfolios’ assets will be invested in cash and cash equivalents and money market instruments; (iv) place orders for all purchases and sales of the investments made for the Portfolios; and (v) maintain the books and records as are required to support Fund operations (in conjunction with record-keeping and accounting functions performed by Adviser). At the request of Adviser, Sub-Adviser will alsoin accordance with applicable regulatory requirements, subject to the oversight of orders for such purchases and supervision of Adviser and the direction and control of the Fund’s Board of Trustees, provide to Adviser or the Fund any of the facilities and equipment and perform any of the services described in Section 4 of the Advisory Agreement. sales. (b) In addition, Sub-Adviser will keep the Fund and Adviser informed of developments materially affecting the Portfolios and shall, on its own initiative, furnish to the Fund from time to time whatever information Sub-Adviser believes appropriate for this purpose. Sub-Adviser will periodically communicate to Adviser, at such times as Adviser may direct, information concerning connection with the purchase and sale of securities of the Fund, the Sub-Adviser shall arrange for the Portfoliostransmission to the custodian for the Fund and, including as directed by the Adviser, any other persons retained by the Fund on a daily basis such confirmations, trade tickets and other documents as may be necessary to enable them to perform their administrative responsibilities with respect to the Fund’s investment portfolio. The Sub-Adviser shall render such reports to the Adviser and/or to the Company’s Board of Trustees concerning the investment activity and portfolio composition of the Fund in such form and at such intervals as the Adviser or the Board of Trustees may from time to time require. The Sub-Adviser agrees that all documents and records maintained by it with respect to the Fund, are the property of the Company and will be surrendered to the Company or the Adviser upon the request of either. (ic) The Sub-Adviser shall, in the name of the issuerFund, (ii) place or direct the amount placement of orders for the execution of portfolio transactions in accordance with the policies of the purchase Fund, as set forth in the Fund Documents, as amended from time to time, and under the Securities Act of 1933, as amended (the “1933 Act”), and the 1940 Act. In connection with the placement of orders for the execution of the Fund’s portfolio transactions, the Adviser shall create and maintain all necessary brokerage records of the Fund in accordance with all applicable laws, rules and regulations, including but not limited to, records required by Section 31(a) of the 1940 Act. (d) In placing orders or saledirecting the placement of orders for the execution of portfolio transactions, (iii) the name Sub-Adviser shall select brokers and dealers for the execution of the Fund’s transactions. In selecting brokers or dealers to execute such orders, the Sub-Adviser will use its best efforts to seek on behalf of the Fund the best overall terms available. In assessing the best overall terms available for any transaction, the Sub-Adviser shall consider all factors that it deems relevant, including the breadth of the market in the security, the price of the security, the financial condition and execution capability of the broker or dealer, if any, through which and the purchase or sale will be effected, (iv) the CUSIP number reasonableness of the instrumentcommission, if any, both for the specific transaction and (v) such on a continuing basis. In evaluating the best overall terms available, and in selecting the broker-dealer to execute a particular transaction, the Sub-Adviser is expressly authorized to consider the fact that a broker or dealer has furnished statistical, research or other information as or services which enhance the Sub-Adviser’s investment research and portfolio management capability generally. The Sub-Adviser may reasonably require for purposes of fulfilling its obligations shall use the same skill and care in providing services to the Fund under the Advisory Agreementas it uses in providing services to fiduciary accounts for which it has investment responsibility. The Sub-Adviser will provide conform with all applicable federal and state laws, rules and regulations, including the services rendered by it under this Agreement in accordance with each Portfolio’s investment objective1940 Act, policies the Advisers Act and restrictions as stated in such Portfolio’s prospectuses the Xxxxxxx Xxxxxxx and statements Securities Fraud Enforcement Act of additional information (as currently 1988 and all rules and regulations thereunder. Further, the Sub-Adviser shall at all times keep in effect a Code of Ethics consistent with the rules and regulations under both the Advisers Act and the 1940 Act. The Sub-Adviser will treat confidentially and as they may be amended or supplemented from time to time), and the resolutions proprietary information of the Fund’s Board , all records and other information relative to the Fund and prior, present or potential shareholders, including any “nonpublic personal information” as defined in Rule 3(t) of TrusteesRegulation S-P, and will not use such records and information for any purpose other than performance of its responsibilities and duties hereunder (except after prior notification to and approval in writing by the Company, which approval shall not be unreasonably withheld and may not be withheld and will be deemed granted where Sub-Adviser may be exposed to civil or criminal contempt proceedings for failure to comply, when requested to divulge such information by duly constituted authorities, or when so requested by the Fund).

Services of Sub-Adviser. Subject to the succeeding provisions of this section and the oversight and supervision of Adviser and the Fund’s Board of TrusteesDirectors (the “Board of Directors”), Sub-Adviser will supervise perform certain of the day-to-day operations of the Portfolios and perform Portfolio which may include one or more of the following services: (i) act as investment adviser advisor for and manage the investment and reinvestment of those assets of the Portfolios Portfolio as Adviser may from time to time request and in connection therewith have complete discretion in purchasing and selling such securities and other assets for the Portfolios Portfolio and in voting, exercising consents and exercising all other rights appertaining to such securities and other assets on behalf of the PortfoliosPortfolio; (ii) provide investment research and credit analysis concerning the Portfolios’ Portfolio’s investments; (iii) assist Adviser in determining what portion of the Portfolios’ Portfolio’s assets will be invested in cash and cash equivalents and money market instruments; (iv) place orders for all purchases and sales of the investments investments, other than short-term cash equivalents made for the PortfoliosPortfolio; and (v) maintain the books and records as are required to support Fund operations (in conjunction with record-keeping and accounting functions performed by Adviser). At the request of Adviser, Sub-Adviser will also, subject to the oversight and supervision of Adviser and the direction and control of the Fund’s Board of TrusteesDirectors, provide to Adviser or the Fund any of the facilities and equipment and perform any of the services described in Section 4 Sections 2 and 3 of the Advisory Agreement. In addition, Sub-Adviser will keep the Fund and Adviser informed of developments materially affecting the Portfolios Portfolio and shall, on its own initiative, furnish to the Fund from time to time whatever information Sub-Adviser believes appropriate for this purpose. Sub-Adviser will periodically communicate to Adviser, at such times as Adviser may direct, information concerning the purchase and sale of securities for the PortfoliosPortfolio, including (i) the name of the issuer, (ii) the amount of the purchase or sale, (iii) the name of the broker or dealer, if any, through which the purchase or sale will be effected, (iv) the CUSIP number of the instrument, if any, and (v) such other information as Adviser may reasonably require for purposes of fulfilling its obligations to the Fund under the Advisory Agreement. Sub-Adviser will provide the services rendered by it under this Agreement in accordance with each the Portfolio’s investment objective, policies and restrictions as stated in such the Portfolio’s prospectuses prospectus and statements statement of additional information (as currently in effect and as they may be amended or supplemented from time to time), and the resolutions of the Fund’s Board of TrusteesDirectors.

Services of Sub-Adviser. Subject to the oversight and supervision of Adviser and the Fund’s Board of Trustees, The Sub-Adviser will supervise shall perform all services necessary for the day-to-day operations management of the Portfolios and perform the following services: portfolio investments of each Master Portfolio, including but not limited to: (ia) act as investment adviser for and manage Managing the investment and reinvestment of those all assets now or hereafter acquired by each Master Portfolio, or such portion of the assets of each Master Portfolio as the Portfolios as Adviser may determine from time to time, including determining what securities and other investments are to be purchased or sold for each Master Portfolio and executing transactions accordingly; (b) Transmitting trades to each Master Portfolio's custodian for settlement in accordance with each Master Portfolio's procedures and as may be directed by the Trust; (c) Assisting in the preparation of interestholder communications relating to the Master Portfolios, including interestholder reports; (d) Making recommendations, or making determinations under authority delegated by the Adviser or the Trust, as to the manner in which voting rights, rights to consent to Master Portfolio action and any other rights pertaining to each Master Portfolio's portfolio securities shall be exercised; (e) Making recommendations to the Adviser and the Board with respect to Master Portfolio investment policies and procedures, and carrying out such investment policies and procedures as are approved by the Board or by the Adviser under authority delegated by the Board to the Adviser; (f) Supplying reports, evaluations, analyses, statistical data and information to the Adviser, the Board or to the Master Portfolios' officers and other service providers as the Adviser or the Board may reasonably request from time to time request and in connection therewith have complete discretion in purchasing and selling such securities and other assets or as may be necessary or appropriate for the Portfolios and in voting, exercising consents and exercising all other rights appertaining to such securities and other assets on behalf operation of the Portfolios; Trust as an open-end investment company or as necessary to comply with Section 3(a) of this Agreement; (iig) provide investment research and credit analysis concerning the Portfolios’ investments; (iii) assist Adviser in determining what portion of the Portfolios’ assets will be invested in cash and cash equivalents and money market instruments; (iv) place orders for Maintaining all purchases and sales of the investments made for the Portfolios; and (v) maintain the required books and records as are required with respect to support Fund operations the investment decisions and securities transactions for each Master Portfolio; (in conjunction with record-keeping h) Furnishing any and accounting functions performed by Adviser). At the request of Adviser, Sub-Adviser will alsoall other services, subject to review by the oversight and supervision of Board, that the Adviser and the direction and control of the Fund’s Board of Trustees, provide to Adviser or the Fund any of the facilities and equipment and perform any of the services described in Section 4 of the Advisory Agreement. In addition, Sub-Adviser will keep the Fund and Adviser informed of developments materially affecting the Portfolios and shall, on its own initiative, furnish to the Fund from time to time whatever information Sub-Adviser believes appropriate for this purpose. Sub-Adviser will periodically communicate reasonably determines to Adviser, at such times be necessary to perform its obligations under the Investment Advisory Agreement or as Adviser may direct, information concerning the purchase and sale of securities for the Portfolios, including (i) the name of the issuer, (ii) the amount of the purchase or sale, (iii) the name of the broker or dealer, if any, through which the purchase or sale will be effected, (iv) the CUSIP number of the instrument, if any, and (v) such other information as Adviser Board may reasonably require for purposes of fulfilling its obligations to the Fund under the Advisory Agreement. Sub-Adviser will provide the services rendered by it under this Agreement in accordance with each Portfolio’s investment objective, policies and restrictions as stated in such Portfolio’s prospectuses and statements of additional information (as currently in effect and as they may be amended or supplemented request from time to time), and the resolutions of the Fund’s Board of Trustees.

Services of Sub-Adviser. Subject to the oversight and supervision of the Adviser and the Fund’s Trust's Board of Trustees, the Sub-Adviser will supervise the day-to-day operations provide a continuous investment program for all of the Portfolios and perform the following services: (i) act as investment adviser for and manage the investment and reinvestment of those assets of the Master Portfolios, or for such portion of the assets of the Master Portfolios as the Adviser may determine from time to time, including investment research and management with respect to all securities and investments, and except for such cash balances of the Master Portfolios as may, from time to time, be managed by the Adviser. Subject to the terms of this Agreement, the Sub-Adviser will determine from time to time request and in connection therewith have complete discretion in purchasing and selling such what securities and other assets for the Portfolios and in voting, exercising consents and exercising all other rights appertaining to such securities and other assets on behalf of the Portfolios; (ii) provide investment research and credit analysis concerning the Portfolios’ investments; (iii) assist Adviser in determining what portion of the Portfolios’ assets investments will be invested in cash and cash equivalents and money market instruments; (iv) place orders for all purchases and sales of purchased, retained or sold by the investments made for the Master Portfolios; and (v) maintain the books and records as are required to support Fund operations (in conjunction with record-keeping and accounting functions performed by Adviser). At the request of Adviser, Sub-Adviser will also, subject to the oversight and supervision of Adviser and the direction and control of the Fund’s Board of Trustees, provide to Adviser or the Fund any of the facilities and equipment and perform any of the services described in Section 4 of the Advisory Agreement. In addition, Sub-Adviser will keep the Fund and Adviser informed of developments materially affecting the Portfolios and shall, on its own initiative, furnish to the Fund from time to time whatever information Sub-Adviser believes appropriate for this purpose. Sub-Adviser will periodically communicate to Adviser, at such times as Adviser may direct, information concerning the purchase and sale of securities for the Portfolios, including (i) the name of the issuer, (ii) the amount of the purchase or sale, (iii) the name of the broker or dealer, if any, through which the purchase or sale will be effected, (iv) the CUSIP number of the instrument, if any, and (v) such other information as Adviser may reasonably require for purposes of fulfilling its obligations to the Fund under the Advisory Agreement. The Sub-Adviser will provide the services rendered by it under this Agreement in accordance with each Portfolio’s the investment objectivecriteria and policies established from time to time for the Master Portfolios by the Adviser, the Master Portfolios' investment objectives, policies and restrictions as stated in such Portfolio’s prospectuses the Prospectus(es) and statements Statement(s) of additional information (as currently in effect Additional Information for the Master Portfolios, the operating policies and as they may be amended or supplemented from time to time)procedures of the Master Portfolios, and the resolutions of the Fund’s Master Portfolios' Board of Trustees. The Sub-Adviser further agrees that it will: (a) Provide information to the Master Portfolios' accountant for the purpose of updating the Master Portfolios' cash availability throughout the day as required; (b) Maintain historical tax lots for each portfolio security held by the Master Portfolios; (c) Transmit trades to the Trust's custodian for proper settlement in accordance with the Trust's procedures; (d) Maintain all books and records with respect to the Master Portfolios that are required to be maintained under Rule 31a-l(f) under the 1940 Act; (e) Supply the Adviser, the Trust and the Trust's Board of Trustees with reports, statistical data and economic information as requested; and (f) Prepare a quarterly broker security transaction summary and, if requested in advance, monthly security transaction listing for the Master Portfolios.

Services of Sub-Adviser. Subject to the oversight and supervision of Adviser and the FundCompany’s Board of Trustees/Directors, Sub-Adviser will may supervise the day-to-day operations of the Portfolios all or a portion of each Fund and is authorised to perform the following services: (i) act as investment adviser for and manage the investment and reinvestment of those assets of the Portfolios as Adviser may from time to time request Fund and in connection therewith have complete discretion in purchasing and selling such securities and other assets for the Portfolios Fund and in voting, exercising consents and exercising all other rights appertaining to such securities and other assets on behalf of the PortfoliosFund; (ii) provide investment research and credit analysis concerning the Portfolios’ Fund’s investments; (iii) assist Adviser in determining what portion of the Portfolios’ Fund’s assets will be invested in cash and cash equivalents and money market instruments; (iv) place orders for all purchases and sales of the investments made for the PortfoliosFund; and (v) maintain the books and records as are required to support Fund Company operations (in conjunction with record-keeping and accounting functions performed by Adviser); and (vi) enter into, make and perform all contracts, agreements and other undertakings as may in the opinion of Sub-Adviser be necessary or advisable or incidental to the carrying out of the investment advisory services. At the request of Adviser, Sub-Adviser will also, subject to the oversight and supervision of Adviser and the direction and control of the FundCompany’s Board of Trustees/Directors, provide to Adviser or the Fund any of the facilities and equipment and perform any of the services described in Section 4 of the Advisory Agreement. In addition, Sub-Adviser will keep the Fund and Adviser informed of developments materially affecting the Portfolios Fund and shall, on its own initiative, furnish to the Fund from time to time whatever information Sub-Adviser believes appropriate for this purpose. Sub-Adviser will periodically communicate to Adviser, at such times as Adviser may reasonably direct, information concerning the purchase and sale of securities for the PortfoliosFund, including (i) the name of the issuer, (ii) the amount of the purchase or sale, (iii) the name of the broker or dealer, if any, through which the purchase or sale will be effected, (iv) the CUSIP number of the instrument, if any, and (v) such other information as Adviser may reasonably require for purposes of fulfilling its obligations to the Fund Company under the Advisory Agreement. Sub-Adviser will provide the services rendered by it under this Agreement in accordance with each Portfoliothe Fund’s investment objective, policies and restrictions as stated in such PortfolioFund’s prospectuses and statements of additional information (as currently in effect and as they may be amended or supplemented from time to time), and the resolutions of the FundCompany’s Board of Trustees/Directors. Sub-Adviser represents, warrants and covenants that it is authorized and regulated by the Financial Services Authority in the United Kingdom (the “FSA”) and has classified the Company as a Professional Client as defined by the FSA Rules.

Services of Sub-Adviser. Subject to the oversight and supervision of Adviser and the Fund’s Board of TrusteesDirectors of the Fund (the “Fund Board”) and the Board of Trustees of the Trust (the “Trust Board” and together, the “Board”), Sub-Adviser will may supervise the day-to-day operations of all or a portion of the Portfolios Fund and is authorised to perform the following services: (i) act as investment adviser for and manage the investment and reinvestment of those assets of the Portfolios as Adviser may from time to time request Fund and in connection therewith have complete discretion in purchasing and selling such securities and securities, commodities or other assets financial instruments for the Portfolios Fund and in voting, exercising consents and exercising all other rights appertaining to such securities and securities, commodities or other assets financial instruments on behalf of the PortfoliosFund; (ii) provide investment research and credit analysis concerning the Portfolios’ Fund’s investments; (iii) assist Adviser in determining what portion of the Portfolios’ Fund’s assets will be invested in cash and cash equivalents and money market instruments; (iv) place orders for all purchases and sales of the investments made for the PortfoliosFund; and (v) maintain the books and records as are required to support Fund and Trust operations (in conjunction with record-keeping and accounting functions performed by Adviser); and (vi) enter into, make and perform all contracts, agreements and other undertakings as may in the opinion of Sub-Adviser be necessary or advisable or incidental to the carrying out of the investment advisory services. At the request of Adviser, Sub-Adviser will also, subject to the oversight and supervision of Adviser and the direction and control of the Fund’s Board of TrusteesFund Board, provide to Adviser or the Fund any of the facilities and equipment and perform any of the services described in Section 4 of the Advisory Agreement. In addition, Sub-Adviser will keep the Fund and Adviser informed of developments materially affecting the Portfolios Fund and shall, on its own initiative, furnish to the Fund from time to time whatever information Sub-Adviser believes appropriate for this purpose. Sub-Adviser will periodically communicate to Adviser, at such times as Adviser may reasonably direct, information concerning the purchase and sale of securities securities, commodities or other financial instruments for the PortfoliosFund, including (i) the name of the issuer, (ii) the amount of the purchase or sale, (iii) the name of the broker or dealer, if any, through which the purchase or sale will be effected, (iv) the CUSIP number of the instrument, if any, and (v) such other information as Adviser may reasonably require for purposes of fulfilling its obligations to the Fund under the Advisory Agreement. Sub-Adviser will provide the services rendered by it under this Agreement in accordance with each Portfoliothe Fund’s investment objective, the policies and restrictions as stated in such Portfolio’s prospectuses the prospectus and statements statement of additional information of the Trust relating to the Series filed with the SEC as part of the Trust’s Registration Statement on Form N-1A (as currently in effect and as they may be amended or supplemented from time to time), and the resolutions of the Fund’s Board Board, all applicable investment restrictions (including diversification requirements, if applicable) contained in the 1940 Act, the CEA, the rules and regulations under the 1940 Act and the CEA, any exemptive orders issued by the SEC applicable to the Fund or the Trust or any SEC or CFTC staff no-action or interpretive letter applicable to the Fund or the Trust and any applicable state securities or commodities law or regulation. Adviser will provide the Sub-Adviser with copies of Trusteesany such SEC exemptive orders or SEC or CFTC staff no-action or interpretive letters. Sub-Adviser represents, warrants and covenants that it is authorized and regulated by the Financial Conduct Authority in the United Kingdom (the “FCA”) and has classified the Fund as a Professional Client as defined by the FCA Rules.

Services of Sub-Adviser. Subject to the succeeding provisions of this section and the oversight and supervision of Adviser and the Fund’s Board of Trustees, Sub-Adviser will supervise perform certain of the day-to-day operations of the Portfolios and perform Portfolio which may include one or more of the following services: (i) act as investment adviser advisor for and manage the investment and reinvestment of those assets of the Portfolios Portfolio as Adviser may from time to time request and in connection therewith have complete discretion in purchasing and selling such securities and other assets for the Portfolios Portfolio and in voting, exercising consents and exercising all other rights appertaining to such securities and other assets on behalf of the PortfoliosPortfolio; (ii) provide investment research and credit analysis concerning the Portfolios’ Portfolio’s investments; (iii) assist Adviser in determining what portion of the Portfolios’ Portfolio’s assets will be invested in cash and cash equivalents and money market instruments; (iv) place orders for all purchases and sales of the investments investments, other than short-term cash equivalents made for the PortfoliosPortfolio; and (v) maintain the books and records as are required to support Fund operations (in conjunction with record-keeping and accounting functions performed by Adviser). At the request of Adviser, Sub-Adviser will also, subject to the oversight and supervision of Adviser and the direction and control of the Fund’s Board of Trustees, provide to Adviser or the Fund any of the facilities and equipment and perform any of the services described in Section 4 of the Advisory Agreement. In addition, Sub-Adviser will keep the Fund and Adviser informed of developments materially affecting the Portfolios Portfolio and shall, on its own initiative, furnish to the Fund from time to time whatever information Sub-Adviser believes appropriate for this purpose. Sub-Adviser will periodically communicate to Adviser, at such times as Adviser may direct, information concerning the purchase and sale of securities for the PortfoliosPortfolio, including (i) the name of the issuer, (ii) the amount of the purchase or sale, (iii) the name of the broker or dealer, if any, through which the purchase or sale will be effected, (iv) the CUSIP number of the instrument, if any, and (v) such other information as Adviser may reasonably require for purposes of fulfilling its obligations to the Fund under the Advisory Agreement. Sub-Adviser will provide the services rendered by it under this Agreement in accordance with each the Portfolio’s investment objective, policies and restrictions as stated in such the Portfolio’s prospectuses prospectus and statements statement of additional information (as currently in effect and as they may be amended or supplemented from time to time), and the resolutions of the Fund’s Board of Trustees.

Services of Sub-Adviser. Subject to the succeeding provisions of this section and the oversight and supervision of Adviser and the Fund’s 's Board of Trustees, Sub-Sub- Adviser will supervise perform certain of the day-to-day operations of the Portfolios and perform Portfolio which may include one or more of the following services: (i) act as investment adviser advisor for and manage the investment and reinvestment of those assets of the Portfolios Portfolio as Adviser may from time to time request and in connection therewith have complete discretion in purchasing and selling such securities and other assets for the Portfolios Portfolio and in voting, exercising consents and exercising all other rights appertaining to such securities and other assets on behalf of the PortfoliosPortfolio; (ii) provide investment research and credit analysis concerning the Portfolios’ Portfolio's investments; (iii) assist Adviser in determining what portion of the Portfolios’ Portfolio's assets will be invested in cash and cash equivalents and money market instruments; (iv) place orders for all purchases and sales of the investments investments, other than short-term cash equivalents made for the PortfoliosPortfolio; and (v) maintain the books and records as are required to support Fund operations (in conjunction with record-record- keeping and accounting functions performed by Adviser). At the request of Adviser, Sub-Adviser will also, subject to the oversight and supervision of Adviser and the direction and control of the Fund’s 's Board of Trustees, provide to Adviser or the Fund any of the facilities and equipment and perform any of the services described in Section 4 of the Advisory Agreement. In addition, Sub-Adviser will keep the Fund and Adviser informed of developments materially affecting the Portfolios Portfolio and shall, on its own initiative, furnish to the Fund from time to time whatever information Sub-Adviser believes appropriate for this purpose. Sub-Adviser will periodically communicate to Adviser, at such times as Adviser may direct, information concerning the purchase and sale of securities for the PortfoliosPortfolio, including (i) the name of the issuer, (ii) the amount of the purchase or sale, (iii) the name of the broker or dealer, if any, through which the purchase or sale will be effected, (iv) the CUSIP number of the instrument, if any, and (v) such other information as Adviser may reasonably require for purposes of fulfilling its obligations to the Fund under the Advisory Agreement. Sub-Sub- Adviser will provide the services rendered by it under this Agreement in accordance with each the Portfolio’s 's investment objective, policies and restrictions as stated in such the Portfolio’s prospectuses 's prospectus and statements statement of additional information (as currently in effect and as they may be amended or supplemented from time to time), and the resolutions of the Fund’s 's Board of Trustees.

Services of Sub-Adviser. Subject to the oversight and ----------------------- supervision of Adviser and the Fund’s 's Board of Trustees, Sub-Adviser will supervise the day-to-day operations of the Portfolios Portfolio and perform the following services: (i) act as investment adviser for and manage the investment and reinvestment of those assets of the Portfolios as Adviser may from time to time request and in connection therewith have complete discretion in purchasing and selling such securities and other assets for the Portfolios and in voting, exercising consents and exercising all other rights appertaining to such securities and other assets on behalf of the Portfolios; (ii) provide investment research and credit analysis concerning the Portfolios’ Portfolio's investments; , (ii) conduct a continual program of investment of the Portfolio's assets, (iii) assist Adviser in determining determine what portion of the Portfolios’ Portfolio's assets will be invested in cash and cash, cash equivalents and money market instruments; , (iv) place orders for all purchases and sales of the investments made for the Portfolios; Portfolio, and (v) maintain the books and records as are required to support Fund operations (in conjunction with record-record- keeping and accounting functions performed by Adviser). At the request of Adviser, Sub-Adviser will also, subject to the oversight and supervision of Adviser and the direction and control of the Fund’s Board of Trustees, provide to Adviser or the Fund any of the facilities and equipment and perform any of the services described in Section 4 of the Advisory Agreement. In addition, Sub-Adviser will keep the Fund and Adviser informed of developments materially affecting the Portfolios Fund and shall, on its own initiative, furnish to the Fund from time to time whatever information Sub-Adviser believes appropriate for this purpose. Sub-Sub- Adviser will periodically communicate to Adviser, at such times as Adviser may direct, information concerning the on each day that a purchase and or sale of securities an instrument is effected for the Portfolios, including Portfolio (i) the name of the issuer, (ii) the amount of the purchase or sale, (iii) the name of the broker or dealer, if any, through which the purchase or sale will be effected, (iv) the CUSIP number of the instrument, if any, and (v) such other information as Adviser may reasonably require for purposes of fulfilling its obligations to the Fund under the Advisory Agreement. Sub-Adviser will provide the services rendered by it under this Agreement in accordance with each the Portfolio’s 's investment objectiveobjectives, policies and restrictions as stated in such the Portfolio’s prospectuses 's Prospectuses and statements Statements of additional information Additional Information (as currently in effect and as they may be amended or supplemented from time to time), and the resolutions of the Fund’s 's Board of Trustees.

Services of Sub-Adviser. Subject to the oversight and supervision of Adviser and the FundTrust’s Board of Trustees, Sub-Adviser will may supervise the day-to-day operations of the Portfolios all or a portion of each Fund and is authorised to perform the following services: (i) act as investment adviser for and manage the investment and reinvestment of those assets of the Portfolios as Adviser may from time to time request Fund and in connection therewith have complete discretion in purchasing and selling such securities and securities, commodities or other assets financial instruments for the Portfolios Fund and in voting, exercising consents and exercising all other rights appertaining to such securities and securities, commodities or other assets financial instruments on behalf of the PortfoliosFund; (ii) provide investment research and credit analysis concerning the Portfolios’ Fund’s investments; (iii) assist Adviser in determining what portion of the Portfolios’ Fund’s assets will be invested in cash and cash equivalents and money market instruments; (iv) place orders for all purchases and sales of the investments made for the PortfoliosFund; and (v) maintain the books and records as are required to support Fund Trust operations (in conjunction with record-keeping and accounting functions performed by Adviser); and (vi) enter into, make and perform all contracts, agreements and other undertakings as may in the opinion of Sub-Adviser be necessary or advisable or incidental to the carrying out of the investment advisory services. At the request of Adviser, Sub-Adviser will also, subject to the oversight and supervision of Adviser and the direction and control of the FundTrust’s Board of Trustees, provide to Adviser or the Fund any of the facilities and equipment and perform any of the services described in Section 4 of the Advisory Agreement. In addition, Sub-Adviser will keep the Fund and Adviser informed of developments materially affecting the Portfolios Fund and shall, on its own initiative, furnish to the Fund from time to time whatever information Sub-Adviser believes appropriate for this purpose. Sub-Adviser will periodically communicate to Adviser, at such times as Adviser may reasonably direct, information concerning the purchase and sale of securities securities, commodities or other financial instruments for the PortfoliosFund, including (i) the name of the issuer, (ii) the amount of the purchase or sale, (iii) the name of the broker or dealer, if any, through which the purchase or sale will be effected, (iv) the CUSIP number of the instrument, if any, and (v) such other information as Adviser may reasonably require for purposes of fulfilling its obligations to the Fund Trust under the Advisory Agreement. Sub-Adviser will provide the services rendered by it under this Agreement in accordance with each Portfoliothe Fund’s investment objective, the policies and restrictions as stated in such PortfolioFund’s prospectuses and statements of additional information (as currently in effect and as they may be amended or supplemented from time to time), and the resolutions of the FundTrust’s Board of Trustees, all applicable investment restrictions (including diversification requirements, if applicable) contained in the 1940 Act, the CEA, the rules and regulations under the 1940 Act and the CEA, any exemptive orders issued by the SEC applicable to the Fund or the Trust or any SEC or CFTC staff no-action or interpretive letter applicable to the Fund or the Trust and any applicable state securities or commodities law or regulation. Adviser will provide the Sub-Adviser with copies of any such SEC exemptive orders or SEC or CFTC staff no-action or interpretive letters. Sub-Adviser represents, warrants and covenants that it is authorized and regulated by the Financial Conduct Authority in the United Kingdom (the “FCA”) and has classified the Trust as a Professional Client as defined by the FCA Rules.

Services of Sub-Adviser. Subject to the succeeding provision of this section, the oversight and supervision of Adviser and the direction and control of the Fund’s Board of TrusteesDirectors, Sub-Adviser will supervise perform certain of the day-to-day operations of the Portfolios and perform Fund which may include one or more of the following services: (i) act as investment adviser advisor for and manage the investment and reinvestment of those assets of the Portfolios Fund as Adviser may from time to time request and in connection therewith have complete discretion in purchasing and selling such securities and other assets for the Portfolios Fund and in voting, exercising consents and exercising all other rights appertaining to such securities and other assets on behalf of the PortfoliosFund; (ii) provide investment research and credit analysis concerning the Portfolios’ Fund’s investments; (iii) assist Adviser in determining what portion of the Portfolios’ Fund’s assets will be invested in cash and cash equivalents and money market instruments; (iv) place orders for all purchases and sales of the investments investments, other than short-term cash equivalents made for the PortfoliosFund; and (v) maintain the books and records as are required to support Fund operations (in conjunction with record-keeping and accounting functions performed by Adviser). At the request of Adviser, Sub-Adviser will also, subject to the oversight and supervision of Adviser and the direction and control of the Fund’s Board of TrusteesDirectors, provide to Adviser or the Fund any of the facilities and equipment and perform any of the services described in Section 4 Sections 2 and 3 of the Advisory Agreement. In addition, Sub-Adviser will keep the Fund and Adviser informed of developments materially affecting the Portfolios Fund and shall, on its own initiative, furnish to the Fund from time to time whatever information Sub-Adviser believes appropriate for this purpose. Sub-Adviser will periodically communicate to Adviser, at such times as Adviser may direct, information concerning the purchase and sale of securities for the PortfoliosFund, including (i) the name of the issuer, (ii) the amount of the purchase or sale, (iii) the name of the broker or dealer, if any, through which the purchase or sale will be effected, (iv) the CUSIP number of the instrument, if any, and (v) such other information as Adviser may reasonably require for purposes of fulfilling its obligations to the Fund under the Advisory Agreement. Sub-Adviser will provide the services rendered by it under this Agreement in accordance with each Portfoliothe Fund’s investment objective, policies and restrictions as stated in such Portfoliothe Fund’s prospectuses prospectus and statements statement of additional information (as currently in effect and as they may be amended or supplemented from time to time), and the resolutions of the Fund’s Board of TrusteesDirectors.

Services of Sub-Adviser. Subject to the succeeding provisions of this section and the oversight and supervision of Adviser and the FundCompany’s Board of Trustees/Directors, Sub-Adviser will may supervise the day-to-day operations of the Portfolios all or a portion of each Fund and is authorised to perform the following services: (i) act as investment adviser for and manage the investment and reinvestment of those assets of the Portfolios Fund as Adviser (or other sub-advisers of the Fund, acting under the oversight and supervision of the Adviser) may from time to time request and in connection therewith have complete discretion in purchasing and selling such securities and other assets for the Portfolios Fund and in voting, exercising consents and exercising all other rights appertaining to such securities and other assets on behalf of the PortfoliosFund; (ii) provide investment research and credit analysis concerning the Portfolios’ Fund’s investments; (iii) assist Adviser (or other sub-advisers of the Fund, acting under the oversight and supervision of the Adviser) in determining what portion of the Portfolios’ Fund’s assets will be invested in cash and cash equivalents and money market instruments; (iv) place orders for all purchases and sales of the investments made for the PortfoliosFund; and (v) maintain the books and records as are required to support Fund Company operations (in conjunction with record-keeping and accounting functions performed by Adviser); and (vi) enter into, make and perform all contracts, agreements and other undertakings as may in the opinion of Sub-Adviser be necessary or advisable or incidental to the carrying out of the investment advisory services. At the request of Adviser, Sub-Adviser will also, subject to the oversight and supervision of Adviser and the direction and control of the FundCompany’s Board of Trustees/Directors, provide to Adviser or the Fund any of the facilities and equipment and perform any of the services described in Section 4 of the Advisory Agreement. In addition, Sub-Adviser will keep the Fund and Adviser informed of developments materially affecting the Portfolios Fund and shall, on its own initiative, furnish to the Fund from time to time whatever information Sub-Adviser believes appropriate for this purpose. Sub-Adviser will periodically communicate to Adviser, at such times as Adviser may direct, information concerning the purchase and sale of securities for the PortfoliosFund, including (i) the name of the issuer, (ii) the amount of the purchase or sale, (iii) the name of the broker or dealer, if any, through which the purchase or sale will be effected, (iv) the CUSIP number of the instrument, if any, and (v) such other information as Adviser may reasonably require for purposes of fulfilling its obligations to the Fund Company under the Advisory Agreement. Sub-Adviser will provide the services rendered by it under this Agreement in accordance with each Portfoliothe Fund’s investment objective, policies and restrictions as stated in such PortfolioFund’s prospectuses and statements of additional information (as currently in effect and as they may be amended or supplemented from time to time, the “Registration Statement”), and the resolutions of the FundCompany’s Board of Trustees/Directors.

Services of Sub-Adviser. Subject to the oversight and supervision of Adviser and the Fund’s Board of Trustees, Sub-Adviser will supervise the day-to-day operations of the Portfolios Portfolio and perform the following services: (i) act as investment adviser for and manage the investment and reinvestment of those assets of the Portfolios Portfolio as Adviser may from time to time request and in connection therewith have complete discretion in purchasing and selling such securities and other assets for the Portfolios Portfolio and in voting, exercising consents and exercising all other rights appertaining to such securities and other assets on behalf of the PortfoliosPortfolio; (ii) provide investment research and credit analysis concerning the Portfolios’ Portfolio’s investments; (iii) assist Adviser in determining what portion of the Portfolios’ Portfolio’s assets will be invested in cash and cash equivalents and money market instruments; (iv) place orders for all purchases and sales of the investments made for the PortfoliosPortfolio; and (v) maintain the books and records as are required to support Fund operations (in conjunction with record-keeping and accounting functions performed by Adviser). At the request of Adviser, Sub-Adviser will also, subject to the oversight and supervision of Adviser and the direction and control of the Fund’s Board of Trustees, provide to Adviser or the Fund any of the facilities and equipment and perform any of the services described in Section 4 of the Advisory Agreement. In addition, Sub-Adviser will keep the Fund and Adviser informed of developments materially affecting the Portfolios Portfolio and shall, on its own initiative, furnish to the Fund from time to time whatever information Sub-Adviser believes appropriate for this purpose. Sub-Adviser will periodically communicate to Adviser, at such times as Adviser may direct, information concerning the purchase and sale of securities for the PortfoliosPortfolio, including (i) the name of the issuer, (ii) the amount of the purchase or sale, (iii) the name of the broker or dealer, if any, through which the purchase or sale will be effected, (iv) the CUSIP number of the instrument, if any, and (v) such other information as Adviser may reasonably require for purposes of fulfilling its obligations to the Fund under the Advisory Agreement. Sub-Adviser will provide the services rendered by it under this Agreement in accordance with each the Portfolio’s investment objective, policies and restrictions as stated in such the Portfolio’s prospectuses and statements of additional information (as currently in effect and as they may be amended or supplemented from time to time), and the resolutions of the Fund’s Board of Trustees.

Services of Sub-Adviser. Subject to the oversight and supervision of Adviser and the Fund’s Board of Trustees, Sub-Adviser will supervise the day-to-day operations of the Portfolios and perform the following services: (i) act as investment adviser for and manage the investment and reinvestment of those assets of the Portfolios as Adviser may from time to time request and in connection therewith have complete discretion in purchasing and selling such securities and other assets for the Portfolios and in voting, exercising consents and exercising all other rights appertaining to such securities and other assets on behalf of the Portfolios; (ii) provide investment research and credit analysis concerning the Portfolios’ investments; , (ii) conduct a continual program of investment of the Portfolios’ assets, (iii) assist Adviser in determining determine what portion of the Portfolios’ assets will be invested in cash and cash, cash equivalents and money market instruments; , (iv) place orders for all purchases and sales of the investments made for the Portfolios; , and (v) maintain the books and records as are required to support Fund operations (in conjunction with record-keeping and accounting functions performed by Adviser). At the request of Adviser, Sub-Adviser will also, subject to the oversight and supervision of Adviser and the direction and control of the Fund’s Board of Trustees, provide to Adviser or the Fund any of the facilities and equipment and perform any of the services described in Section 4 of the Advisory Agreement. In addition, Sub-Adviser will keep the Fund and Adviser informed of developments materially affecting the Portfolios Fund and shall, on its own initiative, furnish to the Fund from time to time whatever information Sub-Adviser believes appropriate for this purpose. Sub-Adviser will periodically communicate to Adviser, at such times as Adviser may direct, information concerning the on each day that a purchase and or sale of securities an instrument is effected for the Portfolios, including Portfolios (i) the name of the issuer, (ii) the amount of the purchase or sale, (iii) the name of the broker or dealer, if any, through which the purchase or sale will be effected, (iv) the CUSIP number of the instrument, if any, and (v) such other information as Adviser may reasonably require for purposes of fulfilling its obligations to the Fund under the Advisory Agreement. Sub-Adviser will provide the services rendered by it under this Agreement in accordance with each Portfolio’s the Portfolios’ investment objectiveobjectives, policies and restrictions as stated in such Portfolio’s prospectuses the Portfolios’ Prospectuses and statements Statements of additional information Additional Information (as currently in effect and as they may be amended or supplemented from time to time), and the resolutions of the Fund’s Board of Trustees.

Services of Sub-Adviser. Subject to the succeeding provision of this section, the oversight and supervision of Adviser and the direction and control of the Fund’s Board of Trustees, Sub-Adviser will supervise perform certain of the day-to-day operations of the Portfolios and perform Portfolio which may include one or more of the following services: (i) act as investment adviser advisor for and manage the investment and reinvestment of those assets of the Portfolios Portfolio as Adviser may from time to time request and in connection therewith have complete discretion in purchasing and selling such securities and other assets for the Portfolios Portfolio and in voting, exercising consents and exercising all other rights appertaining to such securities and other assets on behalf of the PortfoliosPortfolio; (ii) provide investment research and credit analysis concerning the Portfolios’ Portfolio’s investments; (iii) assist Adviser in determining what portion of the Portfolios’ Portfolio’s assets will be invested in cash and cash equivalents and money market instruments; (iv) place orders for all purchases and sales of the investments investments, other than short-term cash equivalents made for the PortfoliosPortfolio; and (v) maintain the books and records as are required to support Fund operations (in conjunction with record-keeping and accounting functions performed by Adviser). At the request of Adviser, Sub-Adviser will also, subject to the oversight and supervision of Adviser and the direction and control of the Fund’s Board of Trustees, provide to Adviser or the Fund any of the facilities and equipment and perform any of the services described in Section 4 of the Advisory Agreement. In addition, Sub-Adviser will keep the Fund and Adviser informed of developments materially affecting the Portfolios Portfolio and shall, on its own initiative, furnish to the Fund from time to time whatever information Sub-Adviser believes appropriate for this purpose. Sub-Adviser will periodically communicate to Adviser, at such times as Adviser may direct, information concerning the purchase and sale of securities for the PortfoliosPortfolio, including including: (i) the name of the issuer, ; (ii) the amount of the purchase or sale, ; (iii) the name of the broker or dealer, if any, through which the purchase or sale will be effected, ; (iv) the CUSIP number of the instrument, if any, ; and (v) such other information as Adviser may reasonably require for purposes of fulfilling its obligations to the Fund under the Advisory Agreement. Sub-Adviser will provide the services rendered by it under this Agreement in accordance with each the Portfolio’s investment objective, policies and restrictions as stated in such the Portfolio’s prospectuses prospectus and statements statement of additional information (as currently in effect and as they may be amended or supplemented from time to time), and the resolutions of the Fund’s Board of Trustees.

Services of Sub-Adviser. Subject to the oversight and supervision of Adviser and the Fund’s Board of Trustees, (a) The Sub-Adviser will supervise the day-to-day operations of the Portfolios and shall perform the following services: services on behalf of the Fund: (i) act as provide investment adviser advisory services, including but not limited to portfolio securities selection, research, advice and supervision for and the Segment; (ii) manage the investment and reinvestment of those assets all assets, now or hereafter a part of the Portfolios as Adviser may from time to time request and in connection therewith have complete discretion in purchasing and selling such securities and other assets for the Portfolios and in votingSegment, exercising consents and exercising all other rights appertaining to such securities and other assets on behalf of the Portfolios; (ii) provide investment research and credit analysis concerning the Portfolios’ investments; (iii) assist Adviser in determining what portion of the Portfolios’ assets will be invested in cash and cash equivalents and money market instruments; (iv) place including placing orders for all purchases and sales of the investments made for the Portfolios; and (v) maintain the books and records as are required to support Fund operations (in conjunction with record-keeping and accounting functions performed by Adviser). At the request of Adviser, Sub-Adviser will also, subject to the oversight and supervision of Adviser and the direction and control of the Fund’s Board of Trustees, provide to Adviser or the Fund any of the facilities and equipment and perform any of the services described in Section 4 of the Advisory Agreement. In addition, Sub-Adviser will keep the Fund and Adviser informed of developments materially affecting the Portfolios and shall, on its own initiative, furnish to the Fund from time to time whatever information Sub-Adviser believes appropriate for this purpose. Sub-Adviser will periodically communicate to Adviser, at such times as Adviser may direct, information concerning the purchase and sale of securities and other assets in its discretion and without prior consultation with the Adviser, subject, in all cases, to (A) the Fund’s investment objective, strategies, and restrictions as stated in the Fund’s prospectus and statement of additional information, as both may be amended from time to time, hereinafter referred to as the “Approved Investment Program,” and (B) the provisions of the 1940 Act and rules and regulations thereunder; (iii) instruct the Fund’s custodian to deliver for cash received securities or other cash and/or securities instruments sold, exchanged, redeemed or otherwise disposed of from the Segment, and to pay cash for securities or other cash and/or securities instruments delivered to the custodian and/or credited to the Segment upon acquisition of the same for the PortfoliosSegment; (iv) report on the activities in the performance of its duties and obligations under this Agreement to the Board at such times and in such detail as the Board may reasonably request, and keep the Board and the Adviser informed of important developments affecting the Segment, and on its own initiative furnish the Adviser and the Board from time-to-time with such information as the Sub-Adviser may believe appropriate, whether concerning the individual companies whose securities are held in the Segment, the industries in which they engage, or the economic, social or political conditions prevailing in each country in which the Segment maintains investments; (v) furnish, at its own expense, (A) all necessary investment and management facilities, including compensation of personnel required for it to execute its duties hereunder, and (B) administrative facilities, including bookkeeping, clerical personnel and equipment necessary for the efficient conduct of the investment management and administration of the Segment; and (vi) provide upon reasonable request assistance and recommendations for the determination of the fair value of certain securities held as part of the Segment when reliable market quotations are not readily available for purposes of calculating net asset value in accordance with procedures and methods established by the Board. (b) In connection with the performance of its services hereunder, the Sub-Adviser shall: (i) open accounts with broker-dealers (collectively, “Broker-Dealers”), select Broker-Dealers to effect all transactions for the name of the issuerSegment, place all necessary orders with Broker-Dealers or issuers, and negotiate commissions, if applicable; (ii) aggregate purchase or sell orders for the Segment with contemporaneous purchase or sell orders of its other clients to the extent consistent with applicable law and the Approved Investment Program; provided that in such event, allocation of securities so sold or purchased, as well as the expenses incurred in the transaction, will be made by the Sub-Adviser in the manner the Sub-Adviser considers to be the most equitable, and consistent with applicable law and regulations and its fiduciary obligations to the Fund; and (iii) obtain best execution of transactions for the Segment at prices which are advantageous to the Segment and at commission rates that are reasonable in relation to the benefits received. To the extent consistent with Section 28(e) of the Securities Exchange Act of 1934, the Sub-Adviser may pay a Broker-Dealer an amount of commission for effecting a securities transaction in excess of the amount of commission another Broker-Dealer would have charged for effecting such transaction if the Sub-Adviser determines in good faith that such amount of commission is reasonable in relation to the value of the brokerage and research products and/or services provided by such Broker-Dealer. This determination, with respect to brokerage and research products and/or services, may be viewed in terms of either that particular transaction or the overall responsibilities which the Sub-Adviser has with respect to the Segment, as well as to other accounts over which the Sub-Adviser exercises investment discretion. (c) With respect to any investments for the Fund that are permitted to be made by the Sub-Adviser in accordance with this Agreement and the Approved Investment Program, the Sub-Adviser shall do and perform every act and thing it deems to be necessary or incidental in performing its duties and obligations under this Agreement including, but not limited to, executing as agent on behalf of the Fund, as the case may be, such agreements and other documentation as may be required for the purchase or sale, (iii) the name assignment, transfer and ownership of the broker or dealer, if any, through which the purchase or sale will be effected, (iv) the CUSIP number of the instrument, if any, and (v) such other information as Adviser may reasonably require for purposes of fulfilling its obligations any investment permitted pursuant to the Fund under Approved Investment Program, including, but not limited to, limited partnership agreements, future and option contracts, repurchase and derivatives agreements, including any schedules and annexes to such agreements, releases, consents, elections and confirmations. The Corporation will provide the Advisory Agreement. Sub-Adviser will provide with tax information, governing documents, legal opinions and other information concerning the services rendered by it under this Agreement in accordance with each Portfolio’s investment objective, policies Corporation necessary to complete trading account agreements and restrictions as stated in such Portfolio’s prospectuses and statements of additional information (as currently in effect and as they may be amended or supplemented from time to time), and the resolutions of the Fund’s Board of Trusteesother documentation.

Services of Sub-Adviser. Subject (a) Sub-Adviser is hereby employed to recommend to RIM portfolio securities for the Advisory Account by creating a list of recommended investments and weightings for RIM’s consideration in managing the Advisory Account (the “Model Portfolio”). The Model Portfolio will be sent by the Sub-Adviser to RIM in accordance with the Operational Procedures set forth in Exhibit G. The Operational Procedures may be amended by RIM from time to time upon written notice by XXX. RIM will make all actual decisions to purchase, hold or sell assets of the Advisory Account, and Sub-Adviser is not authorized to place orders for the execution of securities or other transactions for or on behalf of the Advisory Account. Other than Sub-Adviser’s responsibilities to make the recommendations contained in the Model Portfolio and to deliver the Model Portfolio, and to provide such other information, reports, records or advice expressly described in this Contract, Sub-Adviser has no authority or responsibility to manage the Advisory Account as RIM retains the authority and responsibility to manage the assets of the Advisory Account. (b) In providing the Model Portfolio, Sub-Adviser shall be subject to and shall comply with: (i) The Act, the Rules and any other requirement of state or federal laws including the rules, regulations and policy statements approved or issued by the Securities and Exchange Commission thereunder and all applicable securities laws in the jurisdiction where the Sub-Adviser is located or in which the Advisory Account invests, as amended from time to time (collectively, “Relevant Law”), (ii) The Investment Guidelines (as defined in Section 5) of the Model Portfolio furnished pursuant to Section 5, (iii) This Contract, (iv) The investment restrictions, objectives, strategies and policies set forth in the then current prospectus and statement of additional information of the Fund(s), as amended from time to time (the “Disclosure Documents”), (v) The supervision and control of the Board, (vi) Such specific instructions as the Board or RIM may adopt and communicate to Sub-Adviser, and (vii) Any other instructions from RIM. Sub-Adviser shall immediately notify RIM if it is unable to comply with any of the foregoing. (c) Sub-Adviser shall monitor the Model Portfolio’s compliance with the Investment Guidelines and the Disclosure Documents at all times and shall report to RIM immediately any securities or weightings of securities in the Model Portfolio that may be in violation of the Investment Guidelines or the Disclosure Documents. Sub-Adviser shall reimburse RIM, the Fund(s) or the Advisory Account for any and all losses, costs or damages resulting from such violation if such violation was due to the oversight and supervision negligence of Adviser the Sub-Adviser. (d) If for any reason which is beyond the control of the Sub-Adviser, including market movements, contributions to or withdrawals from the Advisory Account or a change in the nature of any investment (whether through change in business activity or credit rating), the Advisory Account ceases to comply with the Investment Guidelines or the Disclosure Documents, RIM may request and the FundSub-Adviser shall promptly provide a Model Portfolio that remedies the non-compliance. (e) RIM may, at any time, instruct Sub-Adviser in the performance of Sub-Adviser’s Board of Trusteesfunctions. Sub-Adviser is not required to act on any instructions which it knows would violate Relevant Law, provided it advises RIM in writing and provides reasonable detail regarding the reason(s) for noncompliance. (f) At RIM’s reasonable request, Sub-Adviser will supervise consult with RIM, with respect to any recommendation made by it with respect to the day-to-day operations investments of the Portfolios Advisory Account. (g) RIM shall periodically advise Sub-Adviser of the assets available for investment by the Advisory Account. (h) Sub-Adviser shall not consult with any other sub-adviser to the Investment Company concerning transactions of the Fund in securities or other assets in the Advisory Account advised by Sub-Adviser other than for purposes of complying with the conditions of paragraphs (a) and perform (b) of Rule 12d3-1 under the following services: 1940 Act. (i) act [FOR MULTI-ASSET GROWTH STRATEGY FUND AND XXXXXXX COMMODITY STRATEGIES FUND ONLY] Sub-Adviser is [not providing commodity interest trading advice to the Fund] / [registered with the National Futures Association as investment a commodity trading adviser for (“CTA”) and manage agrees that it will provide commodity interest trading advice as a sub-adviser to the investment Fund in its capacity as a registered CTA] / [providing commodity interest trading advice as a sub-adviser to the Fund in reliance on an exemption from the requirements that it register with the National Futures Association as a commodity trading adviser] / [providing commodity interest trading advice as a sub-adviser to the Fund as if it were exempt from the requirement that it register with the National Futures Association as a commodity trading adviser (“CTA”) and reinvestment of those assets of the Portfolios as Adviser may from time to time request and in connection therewith have complete discretion in purchasing and selling such securities and other assets for the Portfolios and in voting, exercising consents and exercising all other rights appertaining to such securities and other assets on behalf of the Portfolios; (ii) provide investment research and credit analysis concerning the Portfolios’ investments; (iii) assist Adviser in determining what portion of the Portfolios’ assets will be invested in cash and cash equivalents and money market instruments; (iv) place orders for all purchases and sales of the investments made for the Portfolios; and (v) maintain the books and records as are required to support Fund operations (in conjunction with record-keeping and accounting functions performed by Adviser). At the request of Adviser, hereby notifies RIM that Sub-Adviser will also, subject operate the Fund Account as if it were not registered as a CTA and exempt from the requirements applicable to a registered CTA with respect to the oversight and supervision of Adviser and the direction and control of the Fund’s Board of Trustees, provide to Adviser or the Fund any of the facilities and equipment and perform any of the services described in Section 4 of the Advisory Agreement]. In addition, Sub[SUB-Adviser will keep the Fund and Adviser informed of developments materially affecting the Portfolios and shall, on its own initiative, furnish to the Fund from time to time whatever information Sub-Adviser believes appropriate for this purpose. Sub-Adviser will periodically communicate to Adviser, at such times as Adviser may direct, information concerning the purchase and sale of securities for the Portfolios, including (i) the name of the issuer, (ii) the amount of the purchase or sale, (iii) the name of the broker or dealer, if any, through which the purchase or sale will be effected, (iv) the CUSIP number of the instrument, if any, and (v) such other information as Adviser may reasonably require for purposes of fulfilling its obligations to the Fund under the Advisory Agreement. Sub-Adviser will provide the services rendered by it under this Agreement in accordance with each Portfolio’s investment objective, policies and restrictions as stated in such Portfolio’s prospectuses and statements of additional information (as currently in effect and as they may be amended or supplemented from time to time), and the resolutions of the Fund’s Board of Trustees.ADVISER TO SELECT THE APPLICABLE PROVISION]

Services of Sub-Adviser. Subject to the oversight and supervision of ----------------------- Adviser and the Fund’s 's Board of Trustees, Sub-Adviser will supervise the day-to-to- day operations of the Portfolios Portfolio and perform the following services: (i) act as investment adviser for and manage the investment and reinvestment of those assets of the Portfolios as Adviser may from time to time request and in connection therewith have complete discretion in purchasing and selling such securities and other assets for the Portfolios and in voting, exercising consents and exercising all other rights appertaining to such securities and other assets on behalf of the Portfolios; (ii) provide investment research and credit analysis concerning the Portfolios’ Portfolio's investments; , (ii) conduct a continual program of investment of the Portfolio's assets, (iii) assist Adviser in determining determine what portion of the Portfolios’ Portfolio's assets will be invested in cash and cash, cash equivalents and money market instruments; , (iv) place orders for all purchases and sales of the investments made for the Portfolios; Portfolio, and (v) maintain the books and records as are required to support Fund operations (in conjunction with record-keeping and accounting functions performed by Adviser). At the request of Adviser, Sub-Adviser will also, subject to the oversight and supervision of Adviser and the direction and control of the Fund’s Board of Trustees, provide to Adviser or the Fund any of the facilities and equipment and perform any of the services described in Section 4 of the Advisory Agreement. In addition, Sub-Adviser will keep the Fund and Adviser informed of developments materially affecting the Portfolios Fund and shall, on its own initiative, furnish to the Fund from time to time whatever information Sub-Adviser believes appropriate for this purpose. Sub-Adviser will periodically communicate to Adviser, at such times as Adviser may direct, information concerning the on each day that a purchase and or sale of securities an instrument is effected for the Portfolios, including Portfolio (i) the name of the issuer, (ii) the amount of the purchase or sale, (iii) the name of the broker or dealer, if any, through which the purchase or sale will be effected, (iv) the CUSIP number of the instrument, if any, and (v) such other information as Adviser may reasonably require for purposes of fulfilling its obligations to the Fund under the Advisory Agreement. Sub-Adviser will provide the services rendered by it under this Agreement in accordance with each the Portfolio’s 's investment objectiveobjectives, policies and restrictions as stated in such the Portfolio’s prospectuses 's Prospectus and statements Statement of additional information Additional Information (as currently in effect and as they may be amended or supplemented from time to time), and the resolutions of the Fund’s 's Board of Trustees.

Services of Sub-Adviser. Subject (a) Sub-Adviser is hereby employed to recommend to RIM portfolio securities for the Advisory Account by creating a list of recommended investments and weightings for RIM’s consideration in managing the Advisory Account (the “Model Portfolio”). The Model Portfolio will be sent by the Sub-Adviser to RIM in accordance with the Operational Procedures set forth in Exhibit F. The Operational Procedures may be amended by RIM from time to time upon written notice by RIM. RIM will make all decisions to purchase, hold or sell assets of the Advisory Account, and Sub-Adviser is not authorized to place orders for the execution of securities or other transactions for or on behalf of the Advisory Account. Other than Sub-Adviser’s responsibilities to make the recommendations contained in the Model Portfolio and to deliver the Model Portfolio, and to provide such other information, reports, records or advice expressly described in this Contract, Sub-Adviser has no authority or responsibility to manage the Advisory Account as RIM retains the authority and responsibility to manage the assets of the Advisory Account. (b) In providing the Model Portfolio, Sub-Adviser shall be subject to and shall comply with: (i) The Act, the Rules and any other requirement of state or federal laws including the rules, regulations and policy statements approved or issued by the Securities and Exchange Commission (the “SEC”) thereunder and all applicable laws in the jurisdiction where the Sub-Adviser is located or in which the Advisory Account invests, as amended from time to time (collectively, “Relevant Law”), (ii) The Investment Guidelines (as defined in Section 5) of the Model Portfolio furnished pursuant to Section 5, (iii) This Contract, (iv) The investment restrictions, objectives, strategies and policies set forth in the then current prospectus and statement of additional information of the Fund(s), as amended from time to time (the “Disclosure Documents”), (v) The supervision and control of the Board, (vi) Such specific instructions as the Board or RIM may adopt and communicate to Sub-Adviser, and (vii) Any other instructions from RIM. Sub-Adviser shall immediately notify RIM if it is unable to comply with any of the foregoing. (c) Sub-Adviser shall be responsible for the Model Portfolio’s compliance with the Investment Guidelines and the Disclosure Documents at each time that the Model Portfolio is delivered to RIM and shall report to RIM immediately any securities or weightings of securities in the Model Portfolio that may be in violation of the Investment Guidelines or the Disclosure Documents at the time of delivery. Sub-Adviser shall reimburse RIM, the Fund(s) or the Advisory Account for any and all losses, costs or damages resulting from such violation if such violation was due to the oversight and supervision negligence of Adviser the Sub-Adviser. (d) If for any reason which is beyond the control of the Sub-Adviser, including market movements, contributions to or withdrawals from the Advisory Account or a change in the nature of any investment (whether through change in business activity or credit rating), the Advisory Account ceases to comply with the Investment Guidelines or the Disclosure Documents, RIM may request and the FundSub-Adviser shall promptly provide a Model Portfolio that remedies the non-compliance. (e) At RIM’s Board of Trusteesreasonable request, Sub-Adviser will supervise consult with RIM, with respect to any recommendation made by it with respect to the day-to-day operations investments of the Portfolios and perform Advisory Account. (f) Sub-Adviser shall not consult with any other sub-adviser to the following services: (i) act as investment adviser for and manage the investment and reinvestment of those assets Investment Company concerning transactions of the Portfolios as Adviser may from time to time request and Fund in connection therewith have complete discretion in purchasing and selling such securities and or other assets in the Advisory Account advised by Sub-Adviser other than for purposes of complying with the Portfolios and in voting, exercising consents and exercising all other rights appertaining to such securities and other assets on behalf conditions of the Portfolios; paragraphs (iia) provide investment research and credit analysis concerning the Portfolios’ investments; (iii) assist Adviser in determining what portion of the Portfolios’ assets will be invested in cash and cash equivalents and money market instruments; (iv) place orders for all purchases and sales of the investments made for the Portfolios; and (vb) maintain of Rule 12d3-1 under the books and records as are required to support Act. (g) Understanding that the Fund operations (in conjunction with record-keeping and accounting functions performed by Adviser). At the request of Adviseris valued on a daily basis, Sub-Adviser will also, subject shall provide timely assistance to the oversight and supervision of Adviser and the direction and control of RIM and/or the Fund’s Board administrator (together, “RI”) in determining or confirming, consistent with the policies stated in the Fund’s Disclosure Documents, the value of Trustees, provide to Adviser any portfolio securities or the Fund any of the facilities and equipment and perform any of the services described other assets in Section 4 of the Advisory Agreement. In addition, Account for which RI seeks assistance from Sub-Adviser will keep the Fund or identifies for review by Sub-Adviser. This assistance shall include (but is not limited to): (i) designating and Adviser informed providing access to one or more employees of developments materially affecting the Portfolios and shall, on its own initiative, furnish to the Fund from time to time whatever information Sub-Adviser believes appropriate who are knowledgeable about the security/issuer, its financial condition, trading and/or other relevant factors for this purpose. valuation, which employees shall be made available by Sub-Adviser will periodically communicate to Adviser, at such times as Adviser may direct, information concerning the purchase and sale of securities for the Portfolios, including (i) the name of the issuer, consultation with RI upon reasonable advance notice; (ii) assisting RI in obtaining bids and offers or quotes from broker/dealers or market-makers with respect to securities or other assets held in the amount of Advisory Account (to the purchase or sale, extent reasonably practicable); (iii) confirming pricing and/or providing recommendations for fair valuations of securities or other assets where a market value is not readily available or has otherwise been deemed by Sub-Adviser to be not reliable (e.g., “Level 3” assets within the name of the broker or dealer, if any, through which the purchase or sale will be effected, ASC 820 fair value hierarchy); (iv) taking into account the CUSIP number time sensitive nature of the instrumentmatter, if any, and promptly informing RIM of significant developments that in the judgment of Sub-Adviser affect the value of any security or other asset held in the Advisory Account with respect to the aforementioned fair valuation recommendations that have been made by the Sub-Adviser; and (v) such other maintaining adequate records and written backup information as Adviser may reasonably require for purposes of fulfilling its obligations with respect to the Fund under the Advisory Agreement. Sub-Adviser will provide the services rendered by it under this Agreement in accordance with each Portfolio’s investment objective, policies and restrictions as stated in such Portfolio’s prospectuses and statements of additional information (as currently in effect and as they may be amended or supplemented from time to time)securities valuation assistance provided xxxxxxxxx, and the resolutions of the Fund’s Board of Trusteesproviding such information to RIM upon request, with such records being deemed Fund records.

Services of Sub-Adviser. Subject to the oversight and supervision of Adviser and the Fund’s Board of Trustees, (a) The Sub-Adviser will supervise the day-to-day operations of the Portfolios and shall perform the following services: services on behalf of the Fund: (i) act as provide investment adviser advisory services, including but not limited to portfolio securities selection, research, advice and supervision for and the Segment; (ii) manage the investment and reinvestment of those assets all assets, now or hereafter a part of the Portfolios as Adviser may from time to time request and in connection therewith have complete discretion in purchasing and selling such securities and other assets for the Portfolios and in votingSegment, exercising consents and exercising all other rights appertaining to such securities and other assets on behalf of the Portfolios; (ii) provide investment research and credit analysis concerning the Portfolios’ investments; (iii) assist Adviser in determining what portion of the Portfolios’ assets will be invested in cash and cash equivalents and money market instruments; (iv) place including placing orders for all purchases and sales of the investments made for the Portfolios; and (v) maintain the books and records as are required to support Fund operations (in conjunction with record-keeping and accounting functions performed by Adviser). At the request of Adviser, Sub-Adviser will also, subject to the oversight and supervision of Adviser and the direction and control of the Fund’s Board of Trustees, provide to Adviser or the Fund any of the facilities and equipment and perform any of the services described in Section 4 of the Advisory Agreement. In addition, Sub-Adviser will keep the Fund and Adviser informed of developments materially affecting the Portfolios and shall, on its own initiative, furnish to the Fund from time to time whatever information Sub-Adviser believes appropriate for this purpose. Sub-Adviser will periodically communicate to Adviser, at such times as Adviser may direct, information concerning the purchase and sale of securities and other assets in its discretion and without prior consultation with the Adviser, subject, in all cases, to (A) the Fund’s investment objective, strategies, and restrictions as stated in the Fund’s prospectus and statement of additional information, as both may be amended from time to time, hereinafter referred to as the “Approved Investment Program,” and (B) the provisions of the 1940 Act and rules and regulations thereunder; (iii) instruct the Fund’s custodian to deliver for cash received securities or other cash and/or securities instruments sold, exchanged, redeemed or otherwise disposed of from the Segment, and to pay cash for securities or other cash and/or securities instruments delivered to the custodian and/or credited to the Segment upon acquisition of the same for the PortfoliosSegment; (iv) report on the activities in the performance of its duties and obligations under this Agreement to the Board at such times and in such detail as the Board may reasonably request, and keep the Board and the Adviser informed of important developments affecting the Segment, and on its own initiative furnish the Adviser and the Board from time-to-time with such information as the Sub-Adviser may believe appropriate; (v) furnish, at its own expense, (A) all necessary investment and management facilities, including compensation of personnel required for it to execute its duties hereunder, and (B) administrative facilities, including bookkeeping, clerical personnel and equipment necessary for the efficient conduct of the investment advisory duties of the Sub-Adviser related to the Segment; and (vi) provide upon reasonable request assistance for the determination of the fair value of certain securities held as part of the Segment when reliable market quotations are not readily available, including, for any such security, the provision of the same daily price information that the Sub-Adviser relies upon for its managed accounts. (b) In connection with the performance of its services hereunder, the Sub-Adviser shall: (i) open accounts with broker-dealers (collectively, “Broker-Dealers”), select Broker-Dealers to effect all transactions for the name of the issuerSegment, place all necessary orders with Broker-Dealers or issuers, and negotiate commissions, if applicable; (ii) aggregate purchase or sell orders for the Segment with contemporaneous purchase or sell orders of its other clients to the extent consistent with applicable law and the Approved Investment Program; provided that in such event, allocation of securities so sold or purchased, as well as the expenses incurred in the transaction, will be made by the Sub-Adviser in the manner the Sub-Adviser considers to be the most equitable, and consistent with applicable law and regulations and its fiduciary obligations to the Fund; and (iii) obtain best execution of transactions for the Segment at prices which are advantageous to the Segment and at commission rates that are reasonable in relation to the benefits received. To the extent consistent with Section 28(e) of the Securities Exchange Act of 1934, the Sub-Adviser may pay a Broker-Dealer an amount of commission for effecting a securities transaction in excess of the amount of commission another Broker-Dealer would have charged for effecting such transaction if the Sub-Adviser determines in good faith that such amount of commission is reasonable in relation to the value of the brokerage and research products and/or services provided by such Broker-Dealer. This determination, with respect to brokerage and research products and/or services, may be viewed in terms of either that particular transaction or the overall responsibilities which the Sub-Adviser has with respect to the Segment, as well as to other accounts over which the Sub-Adviser exercises investment discretion. (c) With respect to any investments for the Fund that are permitted to be made by the Sub-Adviser in accordance with this Agreement and the Approved Investment Program, the Sub-Adviser shall do and perform every act and thing it deems to be necessary or incidental in performing its duties and obligations under this Agreement including, but not limited to, executing as agent on behalf of the Fund, as the case may be, such agreements and other documentation as may be required for the purchase or sale, (iii) the name assignment, transfer and ownership of the broker or dealer, if any, through which the purchase or sale will be effected, (iv) the CUSIP number of the instrument, if any, and (v) such other information as Adviser may reasonably require for purposes of fulfilling its obligations any investment permitted pursuant to the Fund under Approved Investment Program, including, but not limited to, limited partnership agreements, future and option contracts, repurchase and derivatives agreements, including any schedules and annexes to such agreements, releases, consents, elections and confirmations. The Corporation will provide the Advisory Agreement. Sub-Adviser will provide with tax information, governing documents, legal opinions and other information concerning the services rendered by it under this Agreement in accordance with each Portfolio’s investment objective, policies Corporation necessary to complete trading account agreements and restrictions as stated in such Portfolio’s prospectuses and statements of additional information (as currently in effect and as they may be amended or supplemented from time to time), and the resolutions of the Fund’s Board of Trusteesother documentation.

Services of Sub-Adviser. Subject to the oversight and supervision of Adviser and the FundTrust’s Board of Trustees, Sub-Adviser will supervise the day-to-day operations of the Portfolios Funds and perform the following services: (i) act as investment adviser for and manage the investment and reinvestment of those assets of the Portfolios Funds as Adviser may from time to time request and in connection therewith have complete discretion in purchasing and selling such securities and other assets for the Portfolios Funds and in voting, exercising consents and exercising all other rights appertaining to such securities and other assets on behalf of the PortfoliosFunds; (ii) provide investment research and credit analysis concerning the PortfoliosFunds’ investments; (iii) assist Adviser in determining what portion of the PortfoliosFunds’ assets will be invested in cash and cash equivalents and money market instruments; (iv) place orders for all purchases and sales of the investments made for the PortfoliosFunds; and (v) maintain the books and records as are required to support Trust and Fund operations (in conjunction with record-keeping and accounting functions performed by Adviser). At the request of Adviser, Sub-Adviser will also, subject to the oversight and supervision of Adviser and the direction and control of the FundTrust’s Board of Trustees, provide to Adviser or the Fund Trust any of the facilities and equipment and perform any of the services described in Section 4 of the Advisory Agreement. In addition, Sub-Adviser will keep the Fund Trust and Adviser informed of developments materially affecting the Portfolios Funds and shall, on its own initiative, furnish to the Fund Trust from time to time whatever information Sub-Adviser believes appropriate for this purpose. Sub-Adviser will periodically communicate to Adviser, at such times as Adviser may direct, information concerning the purchase and sale of securities for the PortfoliosFunds, including (i) the name of the issuer, (ii) the amount of the purchase or sale, (iii) the name of the broker or dealer, if any, through which the purchase or sale will be effected, (iv) the CUSIP number of the instrument, if any, and (v) such other information as Adviser may reasonably require for purposes of fulfilling its obligations to the Fund Trust, with respect to the Funds, under the Advisory Agreement. Sub-Adviser will provide the services rendered by it under this Agreement in accordance with each PortfolioFund’s investment objective, policies and restrictions as stated in such Portfoliothe Trust’s prospectuses and statements of additional information for the Funds (as currently in effect and as they may be amended or supplemented from time to time), and the resolutions of the FundTrust’s Board of Trustees. Sub-Adviser represents, warrants and covenants that it is authorized and regulated by the FCA.

Services of Sub-Adviser. Subject to the oversight and supervision of Adviser and the FundMaster LLC’s Board of TrusteesDirectors, Sub-Adviser will supervise the certain day-to-day operations of the Portfolios each Series and perform the following services: (i) act as investment adviser for and manage the investment and reinvestment of those assets of the Portfolios Series as Adviser may from time to time request and in connection therewith have complete discretion in purchasing and selling such securities and other assets for the Portfolios Series and in voting, exercising consents and exercising all other rights appertaining to such securities and other assets on behalf of the PortfoliosSeries; (ii) provide investment research and credit analysis concerning the PortfoliosSeries’ investments; (iii) assist Adviser in determining what portion of the PortfoliosSeries’ assets will be invested in cash and cash equivalents and money market instruments; (iv) place orders for all purchases and sales of the such investments made for the PortfoliosSeries; and (v) maintain the books and records as are required to support Fund Master LLC operations (in conjunction with record-keeping and accounting functions performed by Adviser). At the request of Adviser, Sub-Adviser will also, subject to the oversight and supervision of Adviser and the direction and control of the FundMaster LLC’s Board of TrusteesDirectors, provide to Adviser or the Fund Master LLC any of the facilities and equipment and perform any of the services described in Section 4 Sections 2 or 3 of the Advisory Agreement. In addition, Sub-Adviser will keep the Fund Master LLC and Adviser informed of developments materially affecting the Portfolios each Series and shall, on its own initiative, furnish to the Fund Master LLC from time to time whatever information Sub-Adviser believes appropriate for this purpose. Sub-Adviser will periodically communicate to Adviser, at such times as Adviser may direct, information concerning the purchase and sale of securities for the Portfolioseach Series, including (i) the name of the issuer, (ii) the amount of the purchase or sale, (iii) the name of the broker or dealer, if any, through which the purchase or sale will be effected, (iv) the CUSIP number of the instrument, if any, and (v) such other information as Adviser may reasonably require for purposes of fulfilling its obligations to the Fund Master LLC under the Advisory Agreement. Sub-Adviser will provide the services rendered by it under this Agreement in accordance with each Portfolio’s Series’ investment objective, policies and restrictions as stated in such Portfolio’s prospectuses the Series’ prospectus and statements statement of additional information (as currently in effect and as they may be amended or supplemented from time to time), and the resolutions of the FundMaster LLC’s Board of TrusteesDirectors.

Services of Sub-Adviser. Subject to the succeeding provisions of this section and the oversight and supervision of Adviser and the Fund’s 's Board of Trustees (the "Board of Trustees"), Sub-Adviser will supervise perform certain of the day-to-day operations of the Portfolios and perform Portfolio which may include one or more of the following services: (i) act as investment adviser advisor for and manage the investment and reinvestment of those assets of the Portfolios Portfolio as Adviser may from time to time request and in connection therewith have complete discretion in purchasing and selling such securities and other assets for the Portfolios Portfolio and in voting, exercising consents and exercising all other rights appertaining to such securities and other assets on behalf of the PortfoliosPortfolio; (ii) provide investment research and credit analysis concerning the Portfolios’ Portfolio's investments; (iii) assist Adviser in determining what portion of the Portfolios’ Portfolio's assets will be invested in cash and cash equivalents and money market instruments; (iv) place orders for all purchases and sales of the investments investments, other than short-term cash equivalents made for the PortfoliosPortfolio; and (v) maintain the books and records as are required to support Fund operations (in conjunction with record-record- keeping and accounting functions performed by Adviser). At the request of Adviser, Sub-Adviser will also, subject to the oversight and supervision of Adviser and the direction and control of the Fund’s 's Board of Trustees, provide to Adviser or the Fund any of the facilities and equipment and perform any of the services described in Section 4 of the Advisory Agreement. In addition, Sub-Adviser will keep the Fund and Adviser informed of developments materially affecting the Portfolios Portfolio and shall, on its own initiative, furnish to the Fund from time to time whatever information Sub-Adviser believes appropriate for this purpose. Sub-Adviser will periodically communicate to Adviser, at such times as Adviser may direct, information concerning the purchase and sale of securities for the PortfoliosPortfolio, including (i) the name of the issuer, (ii) the amount of the purchase or sale, (iii) the name of the broker or dealer, if any, through which the purchase or sale will be effected, (iv) the CUSIP number of the instrument, if any, and (v) such other information as Adviser may reasonably require for purposes of fulfilling its obligations to the Fund under the Advisory Agreement. Sub-Sub- Adviser will provide the services rendered by it under this Agreement in accordance with each the Portfolio’s 's investment objective, policies and restrictions as stated in such the Portfolio’s prospectuses 's prospectus and statements statement of additional information (as currently in effect and as they may be amended or supplemented from time to time), and the resolutions of the Fund’s 's Board of Trustees.

Services of Sub-Adviser. Subject to the oversight and ----------------------- supervision of Adviser and the Fund’s 's Board of Trustees, Sub-Adviser will supervise the day-to-day operations of the Portfolios Portfolio and perform the following services: (i) act as investment adviser for and manage the investment and reinvestment of those assets of the Portfolios as Adviser may from time to time request and in connection therewith have complete discretion in purchasing and selling such securities and other assets for the Portfolios and in voting, exercising consents and exercising all other rights appertaining to such securities and other assets on behalf of the Portfolios; (ii) provide investment research and credit analysis concerning the Portfolios’ Portfolio's investments; , (ii) conduct a continual program of investment of the Portfolio's assets, (iii) assist Adviser in determining determine what portion of the Portfolios’ Portfolio's assets will be invested in cash and cash, cash equivalents and money market instruments; , (iv) place orders for all purchases and sales of the investments made for the Portfolios; Portfolio, and (v) maintain the books and records as are required to support Fund operations (in conjunction with record-keeping and accounting functions performed by Adviser). At the request of Adviser, Sub-Adviser will also, subject to the oversight and supervision of Adviser and the direction and control of the Fund’s Board of Trustees, provide to Adviser or the Fund any of the facilities and equipment and perform any of the services described in Section 4 of the Advisory Agreement. In addition, Sub-Adviser will keep the Fund and Adviser informed of developments materially affecting the Portfolios Fund and shall, on its own initiative, furnish to the Fund from time to time whatever information Sub-Adviser believes appropriate for this purpose. Sub-Adviser will periodically communicate to Adviser, at such times as Adviser may direct, information concerning the on each day that a purchase and or sale of securities an instrument is effected for the Portfolios, including Portfolio (i) the name of the issuer, (ii) the amount of the purchase or sale, (iii) the name of the broker or dealer, if any, through which the purchase or sale will be effected, (iv) the CUSIP number of the instrument, if any, and (v) such other information as Adviser may reasonably require for purposes of fulfilling its obligations to the Fund under the Advisory Agreement. Sub-Adviser will provide the services rendered by it under this Agreement in accordance with each the Portfolio’s 's investment objectiveobjectives, policies and restrictions as stated in such the Portfolio’s prospectuses 's Prospectuses and statements Statements of additional information Additional Information (as currently in effect and as they may be amended or supplemented from time to time), and the resolutions of the Fund’s 's Board of Trustees.

Services of Sub-Adviser. Subject to the succeeding provisions of this section and the oversight and supervision of Adviser and the Fund’s Board of TrusteesDirectors, Sub-Adviser will supervise perform certain of the day-to-day operations of the Portfolios and perform Fund which may include one or more of the following services: (i) act as investment adviser advisor for and manage the investment and reinvestment of those assets of the Portfolios Fund as Adviser may from time to time request and in connection therewith have complete discretion in purchasing and selling such securities and other assets for the Portfolios Fund and in voting, exercising consents and exercising all other rights appertaining to such securities and other assets on behalf of the PortfoliosFund; (ii) provide investment research and credit analysis concerning the Portfolios’ Fund’s fixed-income investments; (iii) assist Adviser in determining what portion of the Portfolios’ Fund’s assets will be invested in cash and cash equivalents and money market instruments; (iv) place orders for all purchases and sales of the investments fixed-income investments, other than short-term cash equivalents made for the PortfoliosFund; and (v) maintain the books and records as are required to support Fund operations (in conjunction with record-keeping and accounting functions performed by Adviser). At the request of Adviser, Sub-Adviser will also, subject to the oversight and supervision of Adviser and the direction and control of the Fund’s Board of TrusteesDirectors, provide to Adviser or the Fund any of the facilities and equipment and perform any of the services described in Section 4 Sections 2 and 3 of the Advisory Agreement. In addition, Sub-Adviser will keep the Fund and Adviser informed of developments materially affecting the Portfolios Fund and shall, on its own initiative, furnish to the Fund from time to time whatever information Sub-Adviser believes appropriate for this purpose. Sub-Adviser will periodically communicate to Adviser, at such times as Adviser may direct, information concerning the purchase and sale of securities for the PortfoliosFund, including (i) the name of the issuer, (ii) the amount of the purchase or sale, (iii) the name of the broker or dealer, if any, through which the purchase or sale will be effected, (iv) the CUSIP number of the instrument, if any, and (v) such other information as Adviser may reasonably require for purposes of fulfilling its obligations to the Fund under the Advisory Agreement. Sub-Adviser will provide the services rendered by it under this Agreement in accordance with each Portfoliothe Fund’s investment objective, policies and restrictions as stated in such Portfoliothe Fund’s prospectuses and statements of additional information (as currently in effect and as they may be amended or supplemented from time to time), and the resolutions of the Fund’s Board of TrusteesDirectors.

Services of Sub-Adviser. Subject to the succeeding provisions of this section and the oversight and supervision of Adviser and the Trust’s Board of Trustees and the Fund’s Board of TrusteesDirectors, the Sub-Adviser will supervise perform certain of the day-to-day operations of the Portfolios and perform Fund, which may include one or more of the following services: (i) act as investment adviser advisor for and supervise and manage the investment and reinvestment of those assets of the Portfolios Fund as Adviser may from time to time request and in connection therewith have complete discretion in purchasing and selling such securities and other assets for the Portfolios Fund and in voting, exercising consents and exercising all other rights appertaining to such securities and other assets on behalf of the PortfoliosFund Portfolio; (ii) provide investment research and credit analysis concerning the Portfolios’ Fund’s investments; (iii) assist Adviser in determining what portion of the Portfolios’ Fund’s assets will be invested in cash and cash, cash equivalents and money market instruments; (iv) place orders for all purchases and sales of the investments made for the Portfolios; Fund, and (v) maintain the books and records as are required to support Fund operations (in conjunction with record-keeping and accounting functions performed by Adviser). At the request of Adviser, Sub-Adviser will also, subject to the oversight and supervision of Adviser and the direction Trust’s Board of Trustees and control of the Fund’s Board of TrusteesDirectors, provide to Adviser or the Fund any of the facilities and equipment and perform any of the services described in Section 4 2 of the Advisory Agreement. In addition, Sub-Adviser will keep the Fund and Adviser informed of developments materially affecting the Portfolios Fund and shall, on its own initiative, furnish to the Fund from time to time whatever information Sub-Adviser believes appropriate for this purpose. Sub-Adviser will periodically communicate to Adviser, at such times as Adviser may direct, information concerning the purchase and sale of securities for the PortfoliosFund, including (i) the name of the issuer, (ii) the amount of the purchase or sale, (iii) the name of the broker or dealer, if any, through which the purchase or sale will be effected, (iv) the CUSIP number of the instrument, if any, and (v) such other information as Adviser may reasonably require for purposes of fulfilling its obligations to the Fund under the Advisory Agreement. Sub-Adviser will provide the services rendered by it under this Agreement in accordance with each the Portfolio’s investment objective, policies and restrictions as stated in such the Portfolio’s prospectuses prospectus and statements statement of additional information (as currently in effect and as they may be amended or supplemented from time to time), and the resolutions of the Trust’s Board of Trustees and the Fund’s Board of TrusteesDirectors.

Services of Sub-Adviser. Subject to the succeeding provision of this section, the oversight and supervision of Adviser and the Funddirection and control of the Trust’s Board of Trustees, Sub-Adviser will supervise perform certain of the day-to-day operations of the Portfolios and perform Fund, which may include one or more of the following services: (i) act as investment adviser advisor for and manage the investment and reinvestment of those assets of the Portfolios Fund as Adviser may from time to time request and in connection therewith have complete discretion in purchasing and selling such securities and other assets for the Portfolios Fund and in voting, exercising consents and exercising all other rights appertaining to such securities and other assets on behalf of the PortfoliosFund; (ii) provide investment research and credit analysis concerning the Portfolios’ Fund’s investments; (iii) assist Adviser in determining what portion of the Portfolios’ Fund’s assets will be invested in cash and cash equivalents and money market instruments; (iv) place orders for all purchases and sales of the investments investments, other than short-term cash equivalents made for the PortfoliosFund; and (v) maintain the books and records as are required to support Fund operations (in conjunction with record-keeping and accounting functions performed by Adviser). At the request of Adviser, Sub-Adviser will also, subject to the oversight and supervision of Adviser and the direction and control of the FundTrust’s Board of Trustees, provide to Adviser or the Fund Trust any of the facilities and equipment and perform any of the services described in Section 4 of the Advisory Agreement. In addition, Sub-Adviser will keep the Fund Trust and Adviser informed of developments materially affecting the Portfolios Fund and shall, on its own initiative, furnish to the Fund Trust from time to time whatever information Sub-Adviser believes appropriate for this purpose. Sub-Adviser will periodically communicate to Adviser, at such times as Adviser may direct, information concerning the purchase and sale of securities for the PortfoliosFund, including including: (i) the name of the issuer, ; (ii) the amount of the purchase or sale, ; (iii) the name of the broker or dealer, if any, through which the purchase or sale will be effected, ; (iv) the CUSIP number of the instrument, if any, ; and (v) such other information as Adviser may reasonably require for purposes of fulfilling its obligations to the Fund under the Advisory Agreement. Sub-Adviser will provide the services rendered by it under this Agreement in accordance with each Portfoliothe Fund’s investment objective, policies and restrictions as stated in such Portfoliothe Fund’s prospectuses and statements statement of additional information (as currently in effect and as they may be amended or supplemented from time to time), and the resolutions of the FundTrust’s Board of Trustees.

Services of Sub-Adviser. Subject to the oversight and supervision of Adviser and the Fund’s 's Board of Trustees, Sub-Adviser will supervise the day-to-day operations of the Portfolios Portfolio and perform the following services: (i) act as investment adviser for and manage the investment and reinvestment of those assets of the Portfolios Portfolio as Adviser may from time to time request and in connection therewith have complete discretion in purchasing and selling such securities and other assets for the Portfolios Portfolio and in voting, exercising consents and exercising all other rights appertaining to such securities and other assets on behalf of the PortfoliosPortfolio; (ii) provide investment research and credit analysis concerning the Portfolios’ Portfolio's investments; (iii) assist Adviser in determining what portion of the Portfolios’ Portfolio's assets will be invested in cash and cash equivalents and money market instruments; (iv) place orders for all purchases and sales of the investments made for the PortfoliosPortfolio; and (v) maintain the books and records as are required to support Fund operations (in conjunction with record-keeping and accounting functions performed by Adviser). At the request of Adviser, Sub-Adviser will also, subject to the oversight and supervision of Adviser and the direction and control of the Fund’s 's Board of Trustees, provide to Adviser or the Fund any of the facilities and equipment and perform any of the services described in Section 4 of the Advisory Agreement. In addition, Sub-Adviser will keep the Fund and Adviser informed of developments materially affecting the Portfolios Portfolio and shall, on its own initiative, furnish to the Fund from time to time whatever information Sub-Adviser believes appropriate for this purpose. Sub-Adviser will periodically communicate to Adviser, at such times as Adviser may direct, information concerning the purchase and sale of securities for the PortfoliosPortfolio, including (i) the name of the issuer, (ii) the amount of the purchase or sale, (iii) the name of the broker or dealer, if any, through which the purchase or sale will be effected, (iv) the CUSIP number of the instrument, if any, and (v) such other information as Adviser may reasonably require for purposes of fulfilling its obligations to the Fund under the Advisory Agreement. Sub-Adviser will provide the services rendered by it under this Agreement in accordance with each the Portfolio’s 's investment objective, policies and restrictions as stated in such the Portfolio’s 's prospectuses and statements of additional information (as currently in effect and as they may be amended or supplemented from time to time), and the resolutions of the Fund’s 's Board of Trustees.

Services of Sub-Adviser. Subject The Sub-Adviser shall provide the following services and assume the following obligations with respect to the oversight Fund: (a) The investment of the assets of the Fund shall at all times be subject to the applicable provisions of the Trust's Agreement and supervision Declaration of Adviser Trust, the by-laws, the registration statement, the effective prospectus and the Fund’s statement of additional information of the Trust relating to the Fund (the "Fund Documents") and shall conform to the investment objectives, policies and restrictions of the Fund as set forth in such Fund Documents and as interpreted from time to time by the Board of TrusteesTrustees of the Trust and by the Adviser. Copies of the Fund Documents have been submitted to the Sub-Adviser, which acknowledges receipt and review of the Fund Documents. The Adviser agrees to provide copies of all amendments to or restatements of the Fund Documents to the Sub-Adviser on a timely and on-going basis but in all events prior to such time as said amendments or restatements become effective. The Sub-Adviser will supervise be entitled to rely on all such documents furnished to it by the day-to-day operations Adviser. Within the framework of the Portfolios investment objectives, policies and perform restrictions of the following servicesFund, and subject to the supervision of the Adviser, the Sub-Adviser shall have responsibility for making and executing investment decisions for the Fund. In carrying out its obligations to manage the investments and reinvestments of the assets of the Fund, the Sub-Adviser shall: (i) act as investment adviser for obtain and manage the investment and reinvestment of those assets of the Portfolios as Adviser may from time to time request and in connection therewith have complete discretion in purchasing and selling such securities evaluate pertinent economic, statistical, financial and other assets information affecting the economy generally and individual companies or industries, the securities of which are included in the Fund's investment portfolio or are under consideration for the Portfolios and in voting, exercising consents and exercising all other rights appertaining to such securities and other assets on behalf of the Portfoliosinclusion therein; (ii) provide under the supervision of the Adviser, formulate and implement a continuous investment research program for the Fund consistent with the investment objective and credit analysis concerning related investment policies as set forth in the Portfolios’ investmentsFund Documents, as amended; and (iii) assist Adviser in determining what portion take such steps as are necessary to implement the aforementioned investment program by purchase and sale of securities including the placing, or directing the placement through an affiliate of the Portfolios’ assets will be invested in cash and cash equivalents and money market instruments; (iv) place orders for all purchases and sales of the investments made for the Portfolios; and (v) maintain the books and records as are required to support Fund operations (in conjunction with record-keeping and accounting functions performed by Adviser). At the request of Adviser, Sub-Adviser will alsoin accordance with applicable regulatory requirements, subject to the oversight of orders for such purchases and supervision of Adviser and the direction and control of the Fund’s Board of Trustees, provide to Adviser or the Fund any of the facilities and equipment and perform any of the services described in Section 4 of the Advisory Agreement. sales. (b) In addition, Sub-Adviser will keep the Fund and Adviser informed of developments materially affecting the Portfolios and shall, on its own initiative, furnish to the Fund from time to time whatever information Sub-Adviser believes appropriate for this purpose. Sub-Adviser will periodically communicate to Adviser, at such times as Adviser may direct, information concerning connection with the purchase and sale of securities of the Fund, the Sub-Adviser shall arrange for the Portfoliostransmission to the custodian for the Fund and, including as directed by the Adviser, any other persons retained by the Fund on a daily basis such confirmations, trade tickets and other documents as may be necessary to enable them to pedant] their administrative responsibilities with respect to the Fund's investment portfolio. The Sub-Adviser shall render such reports to the Adviser and/or to the Trust's Board of Trustees concerning the investment activity and portfolio composition of the Fund in such form and at such intervals as the Adviser or the Board of Trustees may from time to time require. The Sub-Adviser agrees that all documents and records maintained by it with respect to the Fund, are the property of the Trust and will be surrendered to the Trust or the Adviser upon the request of either. (ic) The Sub-Adviser shall, in the name of the issuerFund, (ii) place or direct the amount placement of orders for the execution of portfolio transactions in accordance with the policies of the purchase Fund, as set forth in the Fund Documents, as amended from time to time, and under the Securities Act of 1933, as amended (the "1933 Act"), and the 1940 Act. In connection with the placement of orders for the execution of the Fund's portfolio transactions, the Sub-Adviser shall create and maintain all necessary brokerage records of the Fund in accordance with all applicable laws, rules and regulations, including but not limited to, records required by Section 31(a) of the 1940 Act. (d) In placing orders or saledirecting the placement of orders for the execution of portfolio transactions, (iii) the name Sub-Adviser shall select brokers and dealers for the execution of the Fund's transactions. In selecting brokers or dealers to execute such orders, the Sub-Adviser will use its best efforts to seek on behalf of the Fund the best overall terms available. In assessing the best overall terms available for any transaction, the Sub-Adviser shall consider all factors that it deems relevant, including the breadth of the market in the security, the price of the security, the financial condition and execution capability of the broker or dealer, if any, through which and the purchase or sale will be effected, (iv) the CUSIP number reasonableness of the instrumentcommission, if any, both for the specific transaction and (v) such on a continuing basis. In evaluating the best overall terms available, and in selecting the broker-dealer to execute a particular transaction, the Sub-Adviser is expressly authorized to consider the fact that a broker or dealer has furnished statistical, research or other information as or services which enhance the Sub-Adviser's investment research and portfolio management capability generally. The Sub-Adviser may reasonably require for purposes of fulfilling its obligations shall use the same skill and care in providing services to the Fund under the Advisory Agreementas it uses in providing services to fiduciary accounts for which it has investment responsibility. The Sub-Adviser will provide conform with all applicable federal and state laws, rules and regulations, including the services rendered by it under this Agreement in accordance with each Portfolio’s investment objective1940 Act, policies the Advisers Act and restrictions as stated in such Portfolio’s prospectuses the Ixxxxxx Xxxxxxx and statements Securities Fraud Enforcement Act of additional information (as currently 1988 and all rules and regulations thereunder. Further, the Sub-Adviser shall at all times keep in effect a Code of Ethics consistent with the rules and regulations under both the Advisers Act and the 1940 Act. The Sub-Adviser will treat confidentially and as they may be amended or supplemented from time to time), and the resolutions proprietary information of the Fund’s Board , all records and other information relative to the Fund and prior, present or potential shareholders, including any "nonpublic personal information" as defined in Rule 3(t) of TrusteesRegulation S-P, and will not use such records and information for any purpose other than performance of its responsibilities and duties hereunder (except after prior notification to and approval in writing by the Trust, which approval shall not be unreasonably withheld and may not be withheld and will be deemed granted where Sub-Adviser may be exposed to civil or criminal contempt proceedings for failure to comply, when requested to divulge such information by duly constituted authorities, or when so requested by the Fund).

Services of Sub-Adviser. Subject to the oversight and supervision of Adviser and the Fund’s Board of Trustees, Sub-Adviser will supervise the certain day-to-day operations of the Portfolios and perform the following services: (i) act as investment adviser for and manage the investment and reinvestment of those assets of the Portfolios as Adviser may from time to time request and in connection therewith have complete discretion in purchasing and selling such securities and other assets for the Portfolios and in voting, exercising consents and exercising all other rights appertaining to such securities and other assets on behalf of the Portfolios; (ii) provide investment research and credit analysis concerning the Portfolios’ fixed-income investments; (iii) assist Adviser in determining what portion of the Portfolios’ assets will be invested in cash and cash equivalents and money market instruments; (iv) place orders for all purchases and sales of the investments fixed-income investments, other than short-term cash equivalents made for the Portfolios; and (v) maintain the books and records as are required to support Fund operations (in conjunction with record-keeping and accounting functions performed by Adviser). At the request of Adviser, Sub-Adviser will also, subject to the oversight and supervision of Adviser and the direction and control of the Fund’s Board of Trustees, provide to Adviser or the Fund any of the facilities and equipment and perform any of the services described in Section 4 of the Advisory Agreement. In addition, Sub-Adviser will keep the Fund and Adviser informed of developments materially affecting the Portfolios and shall, on its own initiative, furnish to the Fund from time to time whatever information Sub-Adviser believes appropriate for this purpose. Sub-Adviser will periodically communicate to Adviser, at such times as Adviser may direct, information concerning the purchase and sale of securities for the Portfolios, including (i) the name of the issuer, (ii) the amount of the purchase or sale, (iii) the name of the broker or dealer, if any, through which the purchase or sale will be effected, (iv) the CUSIP number of the instrument, if any, and (v) such other information as Adviser may reasonably require for purposes of fulfilling its obligations to the Fund under the Advisory Agreement. Sub-Adviser will provide the services rendered by it under this Agreement in accordance with each Portfolio’s investment objective, policies and restrictions as stated in such Portfolio’s prospectuses and statements of additional information (as currently in effect and as they may be amended or supplemented from time to time), and the resolutions of the Fund’s Board of Trustees.

Services of Sub-Adviser. Subject to the oversight and supervision of Adviser and the Fund’s Board of Directors and the Trust’s Board of Trustees, Sub-Adviser will supervise the day-to-day operations of the Portfolios Fund and perform the following services: (i) act as investment adviser for and manage the investment and reinvestment of those assets of the Portfolios Fund as Adviser may from time to time request and in connection therewith have complete discretion in purchasing and selling such securities and other assets for the Portfolios Fund and in voting, exercising consents and exercising all other rights appertaining to such securities and other assets on behalf of the PortfoliosFund; (ii) provide investment research and credit analysis concerning the Portfolios’ Fund’s investments; (iii) assist Adviser in determining what portion of the Portfolios’ Fund’s assets will be invested in cash and cash equivalents and money market instruments; (iv) place orders for all purchases and sales of the investments made for the PortfoliosFund; and (v) maintain the books and records as are required to support Fund operations (in conjunction with record-keeping and accounting functions performed by Adviser). At the request of Adviser, Sub-Adviser will also, subject to the oversight and supervision of Adviser and the direction and control of the Fund’s Board of Directors and the Trust’s Board of Trustees, provide to Adviser or the Fund any of the facilities and equipment and perform any of the services described in Section 4 of the Advisory Agreement. In addition, Sub-Adviser will keep the Fund and Adviser informed of developments materially affecting the Portfolios Fund and shall, on its own initiative, furnish to the Fund from time to time whatever information Sub-Adviser believes appropriate for this purpose. Sub-Adviser will periodically communicate to Adviser, at such times as Adviser may direct, information concerning the purchase and sale of securities for the PortfoliosFund, including (i) the name of the issuer, (ii) the amount of the purchase or sale, (iii) the name of the broker or dealer, if any, through which the purchase or sale will be effected, (iv) the CUSIP number of the instrument, if any, and (v) such other information as Adviser may reasonably require for purposes of fulfilling its obligations to the Fund under the Advisory Agreement. Sub-Adviser will provide the services rendered by it under this Agreement in accordance with each Portfolio’s the Series’ investment objective, policies and restrictions as stated in such Portfolio’s the Series’ prospectuses and statements of additional information (as currently in effect and as they may be amended or supplemented from time to time), and the resolutions of the Fund’s Board of Directors or the Trust’s Board of Trustees.

Services of Sub-Adviser. Subject to the oversight and supervision of Adviser and the Fund’s Board of Trustees, Sub-Adviser will supervise the day-to-day operations of the Portfolios Portfolio and perform the following services: (i) act as investment adviser for and manage the investment and reinvestment of those assets of the Portfolios Portfolio as Adviser may from time to time request and in connection therewith have complete discretion in purchasing and selling such securities and other assets for the Portfolios Portfolio and in voting, exercising consents and exercising all other rights appertaining to such securities and other assets on behalf of the PortfoliosPortfolio; (ii) provide investment research and credit analysis concerning the Portfolios’ Portfolio’s investments; (iii) assist Adviser in determining what portion of the Portfolios’ Portfolio’s assets will be invested in cash and cash equivalents and money market instruments; (iv) place orders for all purchases and sales of the investments made for the PortfoliosPortfolio; and (v) maintain the books and records as are required to support Fund operations (in conjunction with record-keeping and accounting functions performed by Adviser). At the request of Adviser, Sub-Adviser will also, subject to the oversight and supervision of Adviser and the direction and control of the Fund’s Board of Trustees, provide to Adviser or the Fund any of the facilities and equipment and perform any of the services described in Section 4 of the Advisory Agreement. In addition, Sub-Adviser will keep the Fund and Adviser informed of developments materially affecting the Portfolios Portfolio and shall, on its own initiative, furnish to the Fund from time to time whatever information Sub-Adviser believes appropriate for this purpose. Sub-Adviser will periodically communicate to Adviser, at such times as Adviser may direct, information concerning the purchase and sale of securities for the PortfoliosPortfolio, including (i) the name of the issuer, (ii) the amount of the purchase or sale, (iii) the name of the broker or dealer, if any, through which the purchase or sale will be effected, (iv) the CUSIP number of the instrument, if any, and (v) such other information as Adviser may reasonably require for purposes of fulfilling its obligations to the Fund under the Advisory Agreement. Sub-Adviser will provide the services rendered by it under this Agreement in accordance with each the Portfolio’s investment objective, policies and restrictions as stated in such Portfolio’s prospectuses and statements of additional information (as currently in effect and as they may be amended or supplemented from time to time), and the resolutions of the Fund’s Board of Trustees. Sub-Adviser represents, warrants and covenants that it is authorized and regulated by the Financial Services Authority in the United Kingdom (the “FSA”) and has classified the Fund as an Intermediate Customer as defined by the FSA Rules.

Services of Sub-Adviser. Subject to the succeeding provisions of this section and the oversight and supervision of Adviser and the FundTrust’s Board of Trustees (the “Board of Trustees”), Sub-Adviser will supervise perform certain of the day-to-day operations of the Portfolios and perform Fund which may include one or more of the following services: (i) act as investment adviser advisor for and manage the investment and reinvestment of those assets of the Portfolios Fund as Adviser may from time to time request and in connection therewith have complete discretion in purchasing and selling such securities and other assets for the Portfolios Fund and in voting, exercising consents and exercising all other rights appertaining to such securities and other assets on behalf of the PortfoliosFund; (ii) provide investment research and credit analysis concerning the Portfolios’ Fund’s investments; (iii) assist Adviser in determining what portion of the Portfolios’ Fund’s assets will be invested in cash and cash equivalents and money market instruments; (iv) place orders for all purchases and sales of the investments investments, other than short-term cash equivalents made for the PortfoliosFund; and (v) maintain the books and records as are required to support Fund Trust operations (in conjunction with record-keeping and accounting functions performed by Adviser). At the request of Adviser, Sub-Adviser will also, subject to the oversight and supervision of Adviser and the direction and control of the FundTrust’s Board of Trustees, provide to Adviser or the Fund Trust any of the facilities and equipment and perform any of the services described in Section 4 of the Advisory Agreement. In addition, Sub-Adviser will keep the Fund Trust and Adviser informed of developments materially affecting the Portfolios Fund and shall, on its own initiative, furnish to the Fund Trust from time to time whatever information Sub-Adviser believes appropriate for this purpose. Sub-Adviser will periodically communicate to Adviser, at such times as Adviser may direct, information concerning the purchase and sale of securities for the PortfoliosFund, including (i) the name of the issuer, (ii) the amount of the purchase or sale, (iii) the name of the broker or dealer, if any, through which the purchase or sale will be effected, (iv) the CUSIP number of the instrument, if any, and (v) such other information as Adviser may reasonably require for purposes of fulfilling its obligations to the Fund Trust under the Advisory Agreement. Sub-Adviser will provide the services rendered by it under this Agreement in accordance with each Portfoliothe Fund’s investment objective, policies and restrictions as stated in such Portfoliothe Fund’s prospectuses prospectus and statements statement of additional information (as currently in effect and as they may be amended or supplemented from time to time), and the resolutions of the FundTrust’s Board of Trustees.

Services of Sub-Adviser. Subject to the oversight and supervision ----------------------- of Adviser and the Fund’s 's Board of Trustees, Sub-Adviser will supervise the day-to-day operations of the Portfolios Portfolio and perform the following services: (i) act as investment adviser for and manage the investment and reinvestment of those assets of the Portfolios as Adviser may from time to time request and in connection therewith have complete discretion in purchasing and selling such securities and other assets for the Portfolios and in voting, exercising consents and exercising all other rights appertaining to such securities and other assets on behalf of the Portfolios; (ii) provide investment research and credit analysis concerning the Portfolios’ Portfolio's investments; , (ii) conduct a continual program of investment of the Portfolio's assets, (iii) assist Adviser in determining determine what portion of the Portfolios’ Portfolio's assets will be invested in cash and cash, cash equivalents and money market instruments; , (iv) place orders for all purchases and sales of the investments made for the Portfolios; Portfolio, and (v) maintain the books and records as are required to support Fund operations (in conjunction with record-keeping and accounting functions performed by Adviser). At the request of Adviser, Sub-Adviser will also, subject to the oversight and supervision of Adviser and the direction and control of the Fund’s Board of Trustees, provide to Adviser or the Fund any of the facilities and equipment and perform any of the services described in Section 4 of the Advisory Agreement. In addition, Sub-Adviser will keep the Fund and Adviser informed of developments materially affecting the Portfolios Fund and shall, on its own initiative, furnish to the Fund from time to time whatever information Sub-Adviser believes appropriate for this purpose. Sub-Adviser will periodically communicate to Adviser, at such times as Adviser may direct, information concerning the on each day that a purchase and or sale of securities an instrument is effected for the Portfolios, including Portfolio (i) the name of the issuer, (ii) the amount of the purchase or sale, (iii) the name of the broker or dealer, if any, through which the purchase or sale will be effected, (iv) the CUSIP number of the instrument, if any, and (v) such other information as Adviser may reasonably require for purposes of fulfilling its obligations to the Fund under the Advisory Agreement. Sub-Adviser will provide the services rendered by it under this Agreement in accordance with each the Portfolio’s 's investment objectiveobjectives, policies and restrictions as stated in such the Portfolio’s prospectuses 's Prospectuses and statements Statements of additional information Additional Information (as currently in effect and as they may be amended or supplemented from time to time), and the resolutions of the Fund’s 's Board of Trustees.

Services of Sub-Adviser. Subject to the oversight and supervision of Adviser and the FundTrust’s Board of Trustees, Sub-Adviser will may supervise the day-to-day operations of the Portfolios all or a portion of each Fund and is authorized to perform the following services: (i) act as investment adviser for and manage the investment and reinvestment of those assets of the Portfolios as Adviser may from time to time request Fund and in connection therewith have complete discretion in purchasing and selling such securities and other assets for the Portfolios Fund and in voting, exercising consents and exercising all other rights appertaining to such securities and other assets on behalf of the PortfoliosFund; (ii) provide investment research and credit analysis concerning the Portfolios’ Fund’s investments; (iii) assist Adviser in determining what portion of the Portfolios’ Fund’s assets will be invested in cash and cash equivalents and money market instruments; (iv) place orders for all purchases and sales of the investments made for the PortfoliosFund; and (v) maintain the books and records as are required to support Fund Trust operations (in conjunction with record-keeping and accounting functions performed by Adviser); and (vi) enter into, make and perform all contracts, agreements and other undertakings as may in the opinion of Sub-Adviser be necessary or advisable or incidental to the carrying out of the investment advisory services. At the request of Adviser, Sub-Adviser will also, subject to the oversight and supervision of Adviser and the direction and control of the FundTrust’s Board of Trustees, provide to Adviser or the Fund any of the facilities and equipment and perform any of the services described in Section 4 of the Advisory Agreement. In addition, Sub-Adviser will keep the Fund and Adviser informed of developments materially affecting the Portfolios Fund and shall, on its own initiative, furnish to the Fund from time to time whatever information Sub-Adviser believes appropriate for this purpose. Sub-Adviser will periodically communicate to Adviser, at such times as Adviser may reasonably direct, information concerning the purchase and sale of securities for the PortfoliosFund, including (i) the name of the issuer, (ii) the amount of the purchase or sale, (iii) the name of the broker or dealer, if any, through which the purchase or sale will be effected, (iv) the CUSIP number of the instrument, if any, and (v) such other information as Adviser may reasonably require for purposes of fulfilling its obligations to the Fund Trust under the Advisory Agreement. Sub-Adviser will provide the services rendered by it under this Agreement in accordance with each Portfoliothe Fund’s investment objective, policies and restrictions as stated in such PortfolioFund’s prospectuses and statements of additional information (as currently in effect and as they may be amended or supplemented from time to time), and the resolutions of the FundTrust’s Board of Trustees.

Services of Sub-Adviser. Subject to the succeeding provisions of this section and the oversight and supervision of Adviser and the Fund’s Board of Trustees, Sub-Adviser will supervise perform certain of the day-to-day operations of the Portfolios and perform Portfolio which may include one or more of the following services: (i) act as investment adviser advisor for and manage the investment and reinvestment of those assets of the Portfolios Portfolio as Adviser may from time to time request and in connection therewith have complete discretion in purchasing and selling such securities and other assets for the Portfolios Portfolio and in voting, exercising consents and exercising all other rights appertaining to such securities and other assets on behalf of the PortfoliosPortfolio; (ii) provide investment research and credit analysis concerning the Portfolios’ Portfolio’s fixed-income investments; (iii) assist Adviser in determining what portion of the Portfolios’ Portfolio’s assets will be invested in cash and cash equivalents and money market instruments; (iv) place orders for all purchases and sales of the investments fixed-income investments, other than short-term cash equivalents made for the PortfoliosPortfolio; and (v) maintain the books and records as are required to support Fund operations (in conjunction with record-keeping and accounting functions performed by Adviser). At the request of Adviser, Sub-Adviser will also, subject to the oversight and supervision of Adviser and the direction and control of the Fund’s Board of Trustees, provide to Adviser or the Fund any of the facilities and equipment and perform any of the services described in Section 4 of the Advisory Agreement. In addition, Sub-Adviser will keep the Fund and Adviser informed of developments materially affecting the Portfolios Portfolio and shall, on its own initiative, furnish to the Fund from time to time whatever information Sub-Adviser believes appropriate for this purpose. Sub-Adviser will periodically communicate to Adviser, at such times as Adviser may direct, information concerning the purchase and sale of securities for the PortfoliosPortfolio, including (i) the name of the issuer, (ii) the amount of the purchase or sale, (iii) the name of the broker or dealer, if any, through which the purchase or sale will be effected, (iv) the CUSIP number of the instrument, if any, and (v) such other information as Adviser may reasonably require for purposes of fulfilling its obligations to the Fund under the Advisory Agreement. Sub-Adviser will provide the services rendered by it under this Agreement in accordance with each the Portfolio’s investment objective, policies and restrictions as stated in such the Portfolio’s prospectuses and statements of additional information (as currently in effect and as they may be amended or supplemented from time to time), and the resolutions of the Fund’s Board of Trustees.

Services of Sub-Adviser. Subject Sub-Adviser shall have the following responsibilities: (a) to furnish continuous investment information, advice and recommend ations to the oversight Portfolios as to the acquisition, holding or disposition of any or all of the securities or other assets, including cash, which the Portfolios may own or contemplate acquiring from time to time; (b) to cause its officers to attend meetings of the Adviser or the Trust and supervision of furnish oral or written reports, as the Adviser may reasonably require, in order to keep the Adviser and its officers and the Fund’s Board Trustees of Trusteesthe Trust and appropriate officers of the Trust fully informed as to the condition of the investment securities of the Portfolios, the investment recommendations of the Sub-Adviser, and the investment considerations which have given rise to those recommendations; (c) to furnish such statistical and analytical information and reports as may reasonably be required by the Adviser from time to time; (d) to determine the investment securities to be purchased or sold by the Portfolios and, as agent for the Portfolios to: (i) execute any and all necessary agreements with brokers and/or dealers and (ii) purchase, hold, sell and effect transactions for the Portfolios pursuant to its determinations either directly with an issuer or with any broker and/or dealer in such securities; (e) at all times to invest money from London Pacific Life & Annuity Company's (the "Company") segregated asset account in such a manner as to satisfy the requirements for variable contracts under the Internal Revenue Code of 1986, as amended (the "Code"), and the regulations issued thereunder. Without limiting the scope of the foregoing, the Sub-Adviser will supervise the day-to-day operations at all times comply with Section 817(h) of the Code and Treasury Regulations 1.817-5, relating to the diversification requirements for variable annuity, endowment, or life insurance contracts and any amendments or other modifications to such Section or Regulations. In the event of a breach of this provision by the Sub-Adviser, it will take all reasonable steps (a) to notify the Adviser of such breach and (b) to adequately diversify the Portfolios so as to achieve compliance with the grace period afforded by Treasury Regulations 1.817-5; Except for the restrictions necessary to comply with Section 817(h) of the Code and perform Treasury Regulations 1.817-5 (the following services: (i) act as investment adviser for "Tax Restrictions"), Adviser represents and manage warrants that the investment and reinvestment objective of those assets of the Portfolios as Adviser may from time to time request and in connection therewith have complete discretion in purchasing and selling such securities and other assets for the Portfolios and in voting, exercising consents and exercising all other rights appertaining to such securities and other assets on behalf of the Portfolios; (ii) provide investment research and credit analysis concerning the Portfolios’ investments; (iii) assist Adviser in determining what portion of the Portfolios’ assets will be invested in cash and cash equivalents and money market instruments; (iv) place orders for all purchases and sales of the investments made for the Portfolios; and (v) maintain the books and records as are required to support Fund operations (in conjunction with record-keeping and accounting functions performed by Adviser). At the request of Adviser, Sub-Adviser will also, subject to the oversight and supervision of Adviser and the direction and control of the Fund’s Board of Trustees, provide to Adviser or the Fund any of the facilities and equipment and perform any of the services described in Section 4 of the Advisory Agreement. In addition, Sub-Adviser will keep the Fund and Adviser informed of developments materially affecting the Portfolios and shall, on its own initiative, furnish to the Fund from time to time whatever information Sub-Adviser believes appropriate for this purpose. Sub-Adviser will periodically communicate to Adviser, at such times as Adviser may direct, information concerning the purchase and sale of securities for the Portfolios, including (i) the name of the issuer, (ii) the amount of the purchase or sale, (iii) the name of the broker or dealer, if any, through which the purchase or sale will be effected, (iv) the CUSIP number of the instrument, if anyeach Portfolio is identical to, and (v) such other information as Adviser may reasonably require for purposes that investment policies, restrictions and limitations of fulfilling its obligations to each Portfolio are no more restrictive or limiting than those contained in the Fund under the Advisory Agreement. Sub-Adviser will provide the services rendered by it under this Agreement in accordance with each Portfolio’s investment objective, policies current prospectus and restrictions as stated in such Portfolio’s prospectuses and statements statement of additional information (of the Corresponding Strong Fund identified opposite each Portfolio on Exhibit B hereto. Except to the extent of the Tax Restrictions, and to the extent that the parties hereto may otherwise agree in writing, Adviser shall cause the Trust to file such amendments, supplements and stickers to the registration statement as currently are necessary to ensure that the investment policies, restrictions and limitations applicable to each Portfolio are at all times no more restrictive than those contained in effect and the registration statement as they the same may be amended or supplemented from time to time, of the Corresponding Strong Fund. Adviser shall not permit the investment objective of any Portfolio to change without the prior written consent of the Sub-Adviser unless such change is in response to a change made to the Corresponding Strong Fund and then, only to the extent necessary to make the investment objective of the Portfolio identical to that of the Corresponding Strong Fund; (f) to maintain all books and records required to be maintained pursuant to the 1940 Act and the rules and regulations promulgated thereunder with respect to transactions made by it on behalf of the Portfolios including, without limitation, the books and records required by Subsections (b)(1), (5), (6), (7), (9), (10) and (11) and Subsection (f) of Rule 31a-1 under the resolutions 1940 Act and shall timely furnish to the Adviser all information relating to the Sub-Adviser's services hereunder needed by the Adviser to keep such other books and records of the Fund’s Board Portfolios required by Rule 31a-1 under the 1940 Act. The Sub-Adviser will also preserve all such books and records for the periods prescribed in Rule 31a-2 under the 1940 Act, and agrees that such books and records shall remain the sole property of Trusteesthe Trust and shall be immediately surrendered to the Trust upon request. The Sub-Adviser further agrees that all books and records maintained hereunder shall be made available to the Trust or the Adviser at any time upon request, including telecopy, without unreasonable delay, during any business day. From time to time as the Adviser or the Trustees of the Trust may reasonably request, the Sub-Adviser will furnish the requesting party reports on Portfolio transactions and reports on investments held in a Portfolio, all in such detail as the Adviser or Trustees of the Trust may reasonably request; and (g) to comply with the Sub-Adviser's Code of Ethics, adopted pursuant to Rule 17j-1 under the 1940 Act.

Services of Sub-Adviser. Subject to the succeeding provisions of this section and the oversight and supervision of Adviser and the Corporation’s Board of Directors and the Fund’s Board of TrusteesDirectors, Sub-Adviser will supervise perform certain of the day-to-day operations of the Portfolios and perform Fund which may include one or more of the following services: (i) act as investment adviser advisor for and manage the investment and reinvestment of those assets of the Portfolios Fund as Adviser may from time to time request and in connection therewith have complete discretion in purchasing and selling such securities and other assets for the Portfolios Fund and in voting, exercising consents and exercising all other rights appertaining to such securities and other assets on behalf of the PortfoliosFund; (ii) provide investment research and credit analysis concerning the Portfolios’ Fund’s investments; (iii) assist Adviser in determining what portion of the Portfolios’ Fund’s assets will be invested in cash and cash equivalents and money market instruments; (iv) place orders for all purchases and sales of the investments investments, other than short-term cash equivalents made for the PortfoliosFund; and (v) maintain the books and records as are required to support Fund operations (in conjunction with record-record- keeping and accounting functions performed by Adviser). At the request of Adviser, Sub-Adviser will also, subject to the oversight and supervision of Adviser and the direction and control of the Corporation’s Board of Directors and the Fund’s Board of TrusteesDirectors, provide to Adviser or the Fund any of the facilities and equipment and perform any of the services described in Section 4 of the Advisory Agreement. In addition, Sub-Adviser will keep the Fund and Adviser informed of developments materially affecting the Portfolios Fund and shall, on its own initiative, furnish to the Fund from time to time whatever information Sub-Adviser believes appropriate for this purpose. Sub-Adviser will periodically communicate to Adviser, at such times as Adviser may direct, information concerning the purchase and sale of securities for the PortfoliosFund, including (i) the name of the issuer, (ii) the amount of the purchase or sale, (iii) the name of the broker or dealer, if any, through which the purchase or sale will be effected, (iv) the CUSIP number of the instrument, if any, and (v) such other information as Adviser may reasonably require for purposes of fulfilling its obligations to the Fund under the Advisory Agreement. Sub-Adviser will provide the services rendered by it under this Agreement in accordance with each Portfoliothe Fund’s investment objective, policies and restrictions as stated in such Portfolio’s prospectuses and statements of additional information (as currently in effect and as they may be amended or supplemented from time to time), ) as stated in the Series’ Prospectus and Statement of Additional Information and the resolutions of the Fund’s Board of TrusteesDirectors and the Corporation’s Board of Directors.

Services of Sub-Adviser. Subject The Sub-Adviser shall provide the following services and assume the following obligations with respect to the oversight Fund: (a) The investment of the assets of the Fund shall at all times be subject to the applicable provisions of the Trust’s Agreement and supervision Declaration of Adviser Trust, the by-laws, the registration statement, the effective prospectus and the Fund’s statement of additional information of the Company relating to the Fund (the “Fund Documents”) and shall conform to the investment objectives, policies and restrictions of the Fund as set forth in such documents and as interpreted from time to time by the Board of TrusteesTrustees of the Company and by the Adviser. Copies of the Fund Documents have been submitted to the Sub-Adviser, which acknowledges receipt and review of the Fund Documents. The Adviser agrees to provide copies of all amendments to or restatements of the Fund Documents to the Sub-Adviser on a timely and on-going basis but in all events prior to such time as said amendments or restatements become effective. The Sub-Adviser will supervise be entitled to rely on all such documents furnished to it by the day-to-day operations Adviser. Within the framework of the Portfolios investment objectives, policies and perform restrictions of the following servicesFund, and subject to the supervision of the Adviser, the Sub-Adviser shall have responsibility for making and executing investment decisions for the Fund. In carrying out its obligations to manage the investments and reinvestments of the assets of the Fund, the Sub-Adviser shall: (i) act as investment adviser for obtain and manage the investment and reinvestment of those assets of the Portfolios as Adviser may from time to time request and in connection therewith have complete discretion in purchasing and selling such securities evaluate pertinent economic, statistical, financial and other assets information affecting the economy generally and individual companies or industries, the securities of which are included in the Fund’s investment portfolio or are under consideration for the Portfolios and in voting, exercising consents and exercising all other rights appertaining to such securities and other assets on behalf of the Portfoliosinclusion therein; (ii) provide under the supervision of the Adviser, formulate and implement a continuous investment research program for the Fund consistent with the investment objective and credit analysis concerning related investment policies as set forth in the Portfolios’ investmentsFund Documents, as amended; and (iii) assist Adviser in determining what portion take such steps as are necessary to implement the aforementioned investment program by purchase and sale of securities including the placing, or directing the placement through an affiliate of the Portfolios’ assets will be invested in cash and cash equivalents and money market instruments; (iv) place orders for all purchases and sales of the investments made for the Portfolios; and (v) maintain the books and records as are required to support Fund operations (in conjunction with record-keeping and accounting functions performed by Adviser). At the request of Adviser, Sub-Adviser will alsoin accordance with applicable regulatory requirements, subject to the oversight of orders for such purchases and supervision of Adviser and the direction and control of the Fund’s Board of Trustees, provide to Adviser or the Fund any of the facilities and equipment and perform any of the services described in Section 4 of the Advisory Agreement. sales. (b) In addition, Sub-Adviser will keep the Fund and Adviser informed of developments materially affecting the Portfolios and shall, on its own initiative, furnish to the Fund from time to time whatever information Sub-Adviser believes appropriate for this purpose. Sub-Adviser will periodically communicate to Adviser, at such times as Adviser may direct, information concerning connection with the purchase and sale of securities of the Fund, the Sub-Adviser shall arrange for the Portfoliostransmission to the custodian for the Fund and, including as directed by the Adviser, any other persons retained by the Fund on a daily basis such confirmations, trade tickets and other documents as may be necessary to enable them to perform their administrative responsibilities with respect to the Fund’s investment portfolio. The Sub-Adviser shall render such reports to the Adviser and/or to the Company’s Board of Trustees concerning the investment activity and portfolio composition of the Fund in such form and at such intervals as the Adviser or the Board of Trustees may from time to time require. The Sub-Adviser agrees that all documents and records maintained by it with respect to the Fund, are the property of the Company and will be surrendered to the Company or the Adviser upon the request of either. (ic) The Sub-Adviser shall, in the name of the issuerFund, (ii) place or direct the amount placement of orders for the execution of portfolio transactions in accordance with the policies of the purchase Fund, as set forth in the Fund Documents, as amended from time to time, and under the Securities Act of 1933, as amended (the “1933 Act”), and the 1940 Act. In connection with the placement of orders for the execution of the Fund’s portfolio transactions, the Sub-Adviser shall create and maintain all necessary brokerage records of the Fund in accordance with all applicable laws, rules and regulations, including but not limited to, records required by Section 31(a) of the 1940 Act. (d) In placing orders or saledirecting the placement of orders for the execution of portfolio transactions, (iii) the name Sub-Adviser shall select brokers and dealers for the execution of the Fund’s transactions. In selecting brokers or dealers to execute such orders, the Sub-Adviser will use its best efforts to seek on behalf of the Fund the best overall terms available. In assessing the best overall terms available for any transaction, the Sub-Adviser shall consider all factors that it deems relevant, including the breadth of the market in the security, the price of the security, the financial condition and execution capability of the broker or dealer, if any, through which and the purchase or sale will be effected, (iv) the CUSIP number reasonableness of the instrumentcommission, if any, both for the specific transaction and (v) such on a continuing basis. In evaluating the best overall terms available, and in selecting the broker-dealer to execute a particular transaction, the Sub-Adviser is expressly authorized to consider the fact that a broker or dealer has furnished statistical, research or other information as or services which enhance the Sub-Adviser’s investment research and portfolio management capability generally. The Sub-Adviser may reasonably require for purposes of fulfilling its obligations shall use the same skill and care in providing services to the Fund under the Advisory Agreementas it uses in providing services to fiduciary accounts for which it has investment responsibility. The Sub-Adviser will provide conform with all applicable federal and state laws, rules and regulations, including the services rendered by it under this Agreement in accordance with each Portfolio’s investment objective1940 Act, policies the Advisers Act and restrictions as stated in such Portfolio’s prospectuses the Xxxxxxx Xxxxxxx and statements Securities Fraud Enforcement Act of additional information (as currently 1988 and all rules and regulations thereunder. Further, the Sub-Adviser shall at all times keep in effect a Code of Ethics consistent with the rules and regulations under both the Advisers Act and the 1940 Act. The Sub-Adviser will treat confidentially and as they may be amended or supplemented from time to time), and the resolutions proprietary information of the Fund’s Board , all records and other information relative to the Fund and prior, present or potential shareholders, including any “nonpublic personal information” as defined in Rule 3(t) of TrusteesRegulation S-P, and will not use such records and information for any purpose other than performance of its responsibilities and duties hereunder (except after prior notification to and approval in writing by the Company, which approval shall not be unreasonably withheld and may not be withheld and will be deemed granted where Sub-Adviser may be exposed to civil or criminal contempt proceedings for failure to comply, when requested to divulge such information by duly constituted authorities, or when so requested by the Fund).

Services of Sub-Adviser. Subject to the succeeding provision of this section, the oversight and supervision of Adviser and the direction and control of the Fund’s Board of Trustees, Sub-Adviser will supervise perform certain of the day-to-day operations of the Portfolios and perform Portfolio, which may include one or more of the following services: (i) act as investment adviser advisor for and manage the investment and reinvestment of those assets of the Portfolios Portfolio as Adviser may from time to time request and in connection therewith have complete discretion in purchasing and selling such securities and other assets for the Portfolios Portfolio and in voting, exercising consents and exercising all other rights appertaining to such securities and other assets on behalf of the PortfoliosPortfolio; (ii) provide investment research and credit analysis concerning the Portfolios’ Portfolio’s investments; (iii) assist Adviser in determining what portion of the Portfolios’ Portfolio’s assets will be invested in cash and cash equivalents and money market instruments; (iv) place orders for all purchases and sales of the investments investments, other than short-term cash equivalents made for the PortfoliosPortfolio; and (v) maintain the books and records as are required to support Fund Portfolio operations (in conjunction with record-keeping and accounting functions performed by Adviser). At the request of Adviser, Sub-Adviser will also, subject to the oversight and supervision of Adviser and the direction and control of the Fund’s Board of Trustees, provide to Adviser or the Fund any of the facilities and equipment and perform any of the services described in Section 4 of the Advisory Agreement. In addition, Sub-Adviser will keep the Fund and Adviser informed of developments materially affecting the Portfolios Portfolio and shall, on its own initiative, furnish to the Fund from time to time whatever information Sub-Adviser believes appropriate for this purpose. Sub-Adviser will periodically communicate to Adviser, at such times as Adviser may direct, information concerning the purchase and sale of securities for the PortfoliosPortfolio, including (i) the name of the issuer, (ii) the amount of the purchase or sale, (iii) the name of the broker or dealer, if any, through which the purchase or sale will be effected, (iv) the CUSIP number of the instrument, if any, and (v) such other information as Adviser may reasonably require for purposes of fulfilling its obligations to the Fund Portfolio under the Advisory Agreement. Sub-Adviser will provide the services rendered by it under this Agreement in accordance with each the Portfolio’s investment objective, policies and restrictions as stated in such the Portfolio’s prospectuses prospectus and statements statement of additional information (as currently in effect and as they may be amended or supplemented from time to time), and the resolutions of the Fund’s Board of Trustees.

Services of Sub-Adviser. Subject to the succeeding provisions of this section and the oversight and supervision of Adviser and the Corporation’s Board of Directors and the Fund’s Board of TrusteesDirectors, Sub-Adviser will supervise perform certain of the day-to-day operations of the Portfolios and perform Fund which may include one or more of the following services: (i) act as investment adviser advisor for and manage the investment and reinvestment of those assets of the Portfolios Fund as Adviser may from time to time request and in connection therewith have complete discretion in purchasing and selling such securities and other assets for the Portfolios Fund and in voting, exercising consents and exercising all other rights appertaining to such securities and other assets on behalf of the PortfoliosFund; (ii) provide investment research and credit analysis concerning the Portfolios’ Fund’s investments; (iii) assist Adviser in determining what portion of the Portfolios’ Fund’s assets will be invested in cash and cash equivalents and money market instruments; (iv) place orders for all purchases and sales of the investments investments, other than short-term cash equivalents made for the PortfoliosFund; and (v) maintain the books and records as are required to support Fund operations (in conjunction with record-keeping and accounting functions performed by Adviser). At the request of Adviser, Sub-Adviser will also, subject to the oversight and supervision of Adviser and the direction Corporation’s Board of Directors and control of the Fund’s Board of TrusteesDirectors, provide to Adviser or the Fund any of the facilities and equipment and perform any of the services described in Section 4 2 of the Advisory Agreement. In addition, Sub-Adviser will keep the Fund and Adviser informed of developments materially affecting the Portfolios Fund and shall, on its own initiative, furnish to the Fund from time to time whatever information Sub-Adviser believes appropriate for this purpose. Sub-Adviser will periodically communicate to Adviser, at such times as Adviser may direct, information concerning the purchase and sale of securities for the PortfoliosFund, including (i) the name of the issuer, (ii) the amount of the purchase or sale, (iii) the name of the broker or dealer, if any, through which the purchase or sale will be effected, (iv) the CUSIP number of the instrument, if any, and (v) such other information as Adviser may reasonably require for purposes of fulfilling its obligations to the Fund under the Advisory Agreement. Sub-Adviser will provide the services rendered by it under this Agreement in accordance with each Portfoliothe Corporation’s investment objective, policies and restrictions as stated in such Portfoliothe Corporation’s prospectuses prospectus and statements statement of additional information (as currently in effect and as they may be amended or supplemented from time to time), and the resolutions of the Corporation’s Board of Directors and the Fund’s Board of TrusteesDirectors.

Services of Sub-Adviser. Subject to the succeeding provision of this section, the oversight and supervision of Adviser and the direction and control of the Fund’s Board of Trustees, Sub-Adviser will supervise perform certain of the day-to-day operations of the Portfolios and perform Portfolio which may include one or more of the following services: (i) act as investment adviser advisor for and manage the investment and reinvestment of those assets of the Portfolios Portfolio as Adviser may from time to time request and in connection therewith have complete discretion in purchasing and selling such securities and other assets for the Portfolios Portfolio and in voting, exercising consents and exercising all other rights appertaining to such securities and other assets on behalf of the PortfoliosPortfolio; (ii) provide investment research and credit analysis concerning the Portfolios’ Portfolio’s fixed-income investments; (iii) assist Adviser in determining what portion of the Portfolios’ Portfolio’s assets will be invested in cash and cash equivalents and money market instruments; (iv) place orders for all purchases and sales of the investments fixed-income investments, other than short-term cash equivalents made for the PortfoliosPortfolio; and (v) maintain the books and records as are required to support Fund operations (in conjunction with record-keeping and accounting functions performed by Adviser). At the request of Adviser, Sub-Adviser will also, subject to the oversight and supervision of Adviser and the direction and control of the Fund’s Board of Trustees, provide to Adviser or the Fund any of the facilities and equipment and perform any of the services described in Section 4 of the Advisory Agreement. In addition, Sub-Adviser will keep the Fund and Adviser informed of developments materially affecting the Portfolios Portfolio and shall, on its own initiative, furnish to the Fund from time to time whatever information Sub-Adviser believes appropriate for this purpose. Sub-Adviser will periodically communicate to Adviser, at such times as Adviser may direct, information concerning the purchase and sale of securities for the PortfoliosPortfolio, including (i) the name of the issuer, (ii) the amount of the purchase or sale, (iii) the name of the broker or dealer, if any, through which the purchase or sale will be effected, (iv) the CUSIP number of the instrument, if any, and (v) such other information as Adviser may reasonably require for purposes of fulfilling its obligations to the Fund under the Advisory Agreement. Sub-Adviser will provide the services rendered by it under this Agreement in accordance with each the Portfolio’s investment objective, policies and restrictions as stated in such the Portfolio’s prospectuses prospectus and statements statement of additional information (as currently in effect and as they may be amended or supplemented from time to time), and the resolutions of the Fund’s Board of Trustees.

Services of Sub-Adviser. Subject to the succeeding provisions of this section and the oversight and supervision of Adviser and the Fund’s Board of Trustees (the “Board of Trustees”), Sub-Adviser will supervise perform certain of the day-to-day operations of the Portfolios and perform Portfolio which may include one or more of the following services: (i) act as investment adviser advisor for and supervise and manage the investment and reinvestment of those assets of the Portfolios Portfolio as Adviser may from time to time request and in connection therewith have complete discretion in purchasing and selling such securities and other assets for the Portfolios Portfolio and in voting, exercising consents and exercising all other rights appertaining to such securities and other assets on behalf of the PortfoliosPortfolio; (ii) provide investment research and credit analysis concerning the Portfolios’ Portfolio’s investments; (iii) assist Adviser in determining what portion of the Portfolios’ Portfolio’s assets will be invested in cash and cash, cash equivalents and money market instruments; (iv) place orders for all purchases and sales of the investments made for the PortfoliosPortfolio; and (v) maintain the books and records as are required to support Fund operations (in conjunction with record-keeping and accounting functions performed by Adviser). At the request of Adviser, Sub-Adviser will also, subject to the oversight and supervision of Adviser and the direction and control of the Fund’s Board of Trustees, provide to Adviser or the Fund any of the facilities and equipment and perform any of the services described in Section 4 of the Advisory Agreement. In addition, Sub-Adviser will keep the Fund and Adviser informed of developments materially affecting the Portfolios Portfolio and shall, on its own initiative, furnish to the Fund from time to time whatever information Sub-Adviser believes appropriate for this purpose. Sub-Adviser will periodically communicate to Adviser, at such times as Adviser may direct, information concerning the purchase and sale of securities for the PortfoliosPortfolio, including (i) the name of the issuer, (ii) the amount of the purchase or sale, (iii) the name of the broker or dealer, if any, through which the purchase or sale will be effected, (iv) the CUSIP number of the instrument, if any, and (v) such other information as Adviser may reasonably require for purposes of fulfilling its obligations to the Fund under the Advisory Agreement. Sub-Adviser will provide the services rendered by it under this Agreement in accordance with each the Portfolio’s investment objective, policies and restrictions as stated in such the Portfolio’s prospectuses prospectus and statements statement of additional information (as currently in effect and as they may be amended or supplemented from time to time), and the resolutions of the Fund’s Board of Trustees.

Services of Sub-Adviser. Subject to the succeeding provisions of this section and the oversight and supervision of Adviser and the FundTrust’s Board of Trustees (the “Board of Trustees”), Sub-Adviser will supervise perform certain of the day-to-day operations of the Portfolios and perform Portfolio which may include one or more of the following services: (i) act as investment adviser for and manage the investment and reinvestment of those assets of the Portfolios Portfolio as Adviser may from time to time request and in connection therewith have complete discretion in purchasing and selling such securities and other assets for the Portfolios Portfolio and in voting, exercising consents and exercising all other rights appertaining to such securities and other assets on behalf of the PortfoliosPortfolio; (ii) provide investment research and credit analysis concerning the Portfolios’ Portfolio’s investments; (iii) assist Adviser in determining what portion of the Portfolios’ Portfolio’s assets will be invested in cash and cash equivalents and money market instruments; (iv) place orders for all purchases and sales of the investments investments, other than short-term cash equivalents made for the PortfoliosPortfolio; and (v) maintain the books and records as are required to support Fund Portfolio operations (in conjunction with record-keeping and accounting functions performed by Adviser). At the request of Adviser, Sub-Adviser will also, subject to the oversight and supervision of Adviser and the direction and control of the Fund’s Board of Trustees, provide to Adviser or the Fund any of the facilities and equipment and perform any of the services described in Section 4 2 of the Advisory Agreement. In addition, Sub-Adviser will keep the Fund and Adviser informed of developments materially affecting the Portfolios Portfolio and shall, on its own initiative, furnish to the Fund from time to time whatever information Sub-Adviser believes appropriate for this purpose. Sub-Adviser will periodically communicate to Adviser, at such times as Adviser may direct, information concerning the purchase and sale of securities for the PortfoliosPortfolio, including (i) the name of the issuer, (ii) the amount of the purchase or sale, (iii) the name of the broker or dealer, if any, through which the purchase or sale will be effected, (iv) the CUSIP number of the instrument, if any, and (v) such other information as Adviser may reasonably require for purposes of fulfilling its obligations to the Fund under the Advisory Agreement. Sub-Adviser will provide the services rendered by it under this Agreement in accordance with each the Portfolio’s investment objective, policies and restrictions as stated in such the Portfolio’s prospectuses prospectus and statements statement of additional information (as currently in effect and as they may be amended or supplemented from time to time), and the resolutions of the Fund’s Board of Trustees.

Services of Sub-Adviser. Subject The Sub-Adviser shall provide the following services and assume the following obligations with respect to the oversight Fund: (a) The investment of the assets of the Fund shall at all times be subject to the applicable provisions of the Trust’s Agreement and supervision Declaration of Adviser Trust, the by-laws, the registration statement, the effective prospectus and the Fund’s statement of additional information of the Company relating to the Fund (the “Fund Documents”) and shall conform to the investment objectives, policies and restrictions of the Fund as set forth in such documents and as interpreted from time to time by the Board of TrusteesTrustees of the Company and by the Adviser. Copies of the Fund Documents have been submitted to the Sub-Adviser, which acknowledges receipt and review of the Fund Documents. The Adviser agrees to provide copies of all amendments to or restatements of the Fund Documents to the Sub-Adviser on a timely and on-going basis but in all events prior to such time as said amendments or restatements become effective. The Sub-Adviser will supervise be entitled to rely on all such documents furnished to it by the day-to-day operations Adviser. Within the framework of the Portfolios investment objectives, policies and perform restrictions of each respective Fund, and subject to the following servicessupervision of the Adviser, the Sub-Adviser shall have responsibility for making and executing investment decisions for the Funds. In carrying out its obligations to manage the investments and reinvestments of the assets of the Funds, the Sub-Adviser shall: (i) act as investment adviser for obtain and manage the investment and reinvestment of those assets of the Portfolios as Adviser may from time to time request and in connection therewith have complete discretion in purchasing and selling such securities evaluate pertinent economic, statistical, financial and other assets information affecting the economy generally and individual companies or industries, the securities of which are included in the Fund’s investment portfolio or are under consideration for the Portfolios and in voting, exercising consents and exercising all other rights appertaining to such securities and other assets on behalf of the Portfoliosinclusion therein; (ii) provide under the supervision of the Adviser, formulate and implement a continuous investment research program for the Fund consistent with the investment objective and credit analysis concerning related investment policies as set forth in the Portfolios’ investmentsFund Documents, as amended; and (iii) assist Adviser in determining what portion take such steps as are necessary to implement the aforementioned investment program by purchase and sale of securities including the placing, or directing the placement through an affiliate of the Portfolios’ assets will be invested in cash and cash equivalents and money market instruments; (iv) place orders for all purchases and sales of the investments made for the Portfolios; and (v) maintain the books and records as are required to support Fund operations (in conjunction with record-keeping and accounting functions performed by Adviser). At the request of Adviser, Sub-Adviser will alsoin accordance with applicable regulatory requirements, subject to the oversight of orders for such purchases and supervision of Adviser and the direction and control of the Fund’s Board of Trustees, provide to Adviser or the Fund any of the facilities and equipment and perform any of the services described in Section 4 of the Advisory Agreement. sales. (b) In addition, Sub-Adviser will keep the Fund and Adviser informed of developments materially affecting the Portfolios and shall, on its own initiative, furnish to the Fund from time to time whatever information Sub-Adviser believes appropriate for this purpose. Sub-Adviser will periodically communicate to Adviser, at such times as Adviser may direct, information concerning connection with the purchase and sale of securities of the Fund, the Sub-Adviser shall arrange for the Portfoliostransmission to the custodian for the Fund and, including as directed by the Adviser, any other persons retained by the Fund on a daily basis such confirmations, trade tickets and other documents as may be necessary to enable them to perform their administrative responsibilities with respect to the Fund’s investment portfolio. The Sub-Adviser shall render such reports to the Adviser and/or to the Company’s Board of Trustees concerning the investment activity and portfolio composition of the Fund in such form and at such intervals as the Adviser or the Board of Trustees may from time to time require. The Sub-Adviser agrees that all documents and records maintained by it with respect to the Fund, are the property of the Company and will be surrendered to the Company or the Adviser upon the request of either. (ic) The Sub-Adviser shall, in the name of the issuerFund, (ii) place or direct the amount placement of orders for the execution of portfolio transactions in accordance with the policies of the purchase Fund, as set forth in the Fund Documents, as amended from time to time, and under the Securities Act of 1933, as amended (the “1933 Act”), and the 1940 Act. In connection with the placement of orders for the execution of the Fund’s portfolio transactions, the Sub-Adviser shall create and maintain all necessary brokerage records of the Fund in accordance with all applicable laws, rules and regulations, including but not limited to, records required by Section 31(a) of the 1940 Act. (d) In placing orders or saledirecting the placement of orders for the execution of portfolio transactions, (iii) the name Sub-Adviser shall select brokers and dealers for the execution of the Fund’s transactions. In selecting brokers or dealers to execute such orders, the Sub-Adviser will use its best efforts to seek on behalf of the Fund the best overall terms available. In assessing the best overall terms available for any transaction, the Sub-Adviser shall consider all factors that it deems relevant, including the breadth of the market in the security, the price of the security, the financial condition and execution capability of the broker or dealer, if any, through which and the purchase or sale will be effected, (iv) the CUSIP number reasonableness of the instrumentcommission, if any, both for the specific transaction and (v) such on a continuing basis. In evaluating the best overall terms available, and in selecting the broker-dealer to execute a particular transaction, the Sub-Adviser is expressly authorized to consider the fact that a broker or dealer has furnished statistical, research or other information as or services which enhance the Sub-Adviser’s investment research and portfolio management capability generally. The Sub-Adviser may reasonably require for purposes of fulfilling its obligations shall use the same skill and care in providing services to the Fund under the Advisory Agreementas it uses in providing services to fiduciary accounts for which it has investment responsibility. The Sub-Adviser will provide conform with all applicable federal and state laws, rules and regulations, including the services rendered by it under this Agreement in accordance with each Portfolio’s investment objective1940 Act, policies the Advisers Act and restrictions as stated in such Portfolio’s prospectuses the Xxxxxxx Xxxxxxx and statements Securities Fraud Enforcement Act of additional information (as currently 1988 and all rules and regulations thereunder. Further, the Sub-Adviser shall at all times keep in effect a Code of Ethics consistent with the rules and regulations under both the Advisers Act and the 1940 Act. The Sub-Adviser will treat confidentially and as they may be amended or supplemented from time to time), and the resolutions proprietary information of the Fund’s Board , all records and other information relative to the Fund and prior, present or potential shareholders, including any “nonpublic personal information” as defined in Rule 3(t) of TrusteesRegulation S-P, and will not use such records and information for any purpose other than performance of its responsibilities and duties hereunder (except after prior notification to and approval in writing by the Company, which approval shall not be unreasonably withheld and may not be withheld and will be deemed granted where Sub-Adviser may be exposed to civil or criminal contempt proceedings for failure to comply, when requested to divulge such information by duly constituted authorities, or when so requested by the Fund).

Services of Sub-Adviser. Subject to the succeeding provisions of this section and the oversight and supervision of Adviser and the Fund’s Board of Trustees, Sub-Adviser will supervise perform certain of the day-to-day operations of the Portfolios and perform which may include one or more of the following services: (i) act as investment adviser advisor for and manage the investment and reinvestment of those assets of the Portfolios as Adviser may from time to time request and in connection therewith have complete discretion in purchasing and selling such securities and other assets for the Portfolios and in voting, exercising consents and exercising all other rights appertaining to such securities and other assets on behalf of the Portfolios; (ii) provide investment research and credit analysis concerning the Portfolios’ investments; (iii) assist Adviser in determining what portion of the Portfolios’ assets will be invested in cash and cash equivalents and money market instruments; (iv) place orders for all purchases and sales of the investments investments, other than short-term cash equivalents made for the Portfolios; and (v) maintain the books and records as are required to support Fund operations (in conjunction with record-record- keeping and accounting functions performed by Adviser). At the request of Adviser, Sub-Adviser will also, subject to the oversight and supervision of Adviser and the direction and control of the Fund’s Board of Trustees, provide to Adviser or the Fund any of the facilities and equipment and perform any of the services described in Section 4 of the Advisory Agreement. In addition, Sub-Adviser will keep the Fund and Adviser informed of developments materially affecting the Portfolios and shall, on its own initiative, furnish to the Fund from time to time whatever information Sub-Adviser believes appropriate for this purpose. Sub-Adviser will periodically communicate to Adviser, at such times as Adviser may direct, information concerning the purchase and sale of securities for the Portfolios, including (i) the name of the issuer, (ii) the amount of the purchase or sale, (iii) the name of the broker or dealer, if any, through which the purchase or sale will be effected, (iv) the CUSIP number of the instrument, if any, and (v) such other information as Adviser may reasonably require for purposes of fulfilling its obligations to the Fund under the Advisory Agreement. Sub-Adviser will provide the services rendered by it under this Agreement in accordance with each Portfolio’s investment objective, policies and restrictions as stated in such the Portfolio’s prospectuses prospectus and statements statement of additional information (as currently in effect and as they may be amended or supplemented from time to time), and the resolutions of the Fund’s Board of Trustees.

Services of Sub-Adviser. Subject to the oversight and supervision of ----------------------- Adviser and the Fund’s Corporation's Board of TrusteesDirectors, Sub-Adviser will supervise the certain day-to-day operations of the Portfolios Fund and perform the following services: (i) act as investment adviser for and manage the investment and reinvestment of those assets of the Portfolios Fund as Adviser may from time to time request and in connection therewith have complete discretion in purchasing and selling such securities and other assets for the Portfolios Fund and in voting, exercising consents and exercising all other rights appertaining to such securities and other assets on behalf of the PortfoliosFund; (ii) provide investment research and credit analysis concerning the Portfolios’ Fund's investments; (iii) assist Adviser in determining what portion of the Portfolios’ Fund's assets will be invested in cash and cash equivalents and money market instruments; (iv) place orders for all purchases and sales of the such investments made for the PortfoliosFund; and (v) maintain the books and records as are required to support Fund Corporation operations (in conjunction with record-keeping and accounting functions performed by Adviser). At the request of Adviser, Sub-Adviser will also, subject to the oversight and supervision of Adviser and the direction and control of the Fund’s Corporation's Board of TrusteesDirectors, provide to Adviser or the Fund Corporation any of the facilities and equipment and perform any of the services described in Section 4 Sections 2 or 3 of the Advisory Agreement. In addition, Sub-Adviser will keep the Fund Corporation and Adviser informed of developments materially affecting the Portfolios Fund and shall, on its own initiative, furnish to the Fund Corporation from time to time whatever information Sub-Adviser believes appropriate for this purpose. Sub-Adviser will periodically communicate to Adviser, at such times as Adviser may direct, information concerning the purchase and sale of securities for the PortfoliosFund, including (i) the name of the issuer, (ii) the amount of the purchase or sale, (iii) the name of the broker or dealer, if any, through which the purchase or sale will be effected, (iv) the CUSIP number of the instrument, if any, and (v) such other information as Adviser may reasonably require for purposes of fulfilling its obligations to the Fund Corporation under the Advisory Agreement. Sub-Adviser will provide the services rendered by it under this Agreement in accordance with each Portfolio’s the Fund's investment objective, policies and restrictions as stated in such Portfolio’s prospectuses the Fund's prospectus and statements statement of additional information (as currently in effect and as they may be amended or supplemented from time to time), and the resolutions of the Fund’s Corporation's Board of TrusteesDirectors.

Services of Sub-Adviser. Subject to the oversight and supervision of Adviser and the Fund’s Board of Trustees, Sub-Adviser will supervise the certain day-to-day operations of the Portfolios Portfolio and perform the following services: (i) act as investment adviser for and manage the investment and reinvestment of those assets of the Portfolios as Adviser may from time to time request and in connection therewith have complete discretion in purchasing and selling such securities and other assets for the Portfolios and in voting, exercising consents and exercising all other rights appertaining to such securities and other assets on behalf of the Portfolios; (ii) provide investment research and credit analysis concerning the Portfolios’ Portfolio’s fixed-income investments; , other than short-term cash equivalents, (ii) conduct a continual program of investment of the Portfolio’s assets allocated to fixed-income investments, other than short-term cash equivalents, (iii) assist Adviser in determining what portion of the Portfolios’ assets will be invested in cash and cash equivalents and money market instruments; (iv) place orders for all purchases and sales of the fixed-income investments made for the Portfolios; Portfolio, other than short-term cash equivalents, and (viv) maintain the books and records as are required to support Fund operations (in conjunction with record-keeping and accounting functions performed by Adviser). At the request of Adviser, Sub-Adviser will also, subject to the oversight and supervision of Adviser and the direction and control of the Fund’s Board of Trustees, provide to Adviser or the Fund any of the facilities and equipment and perform any of the services described in Section 4 of the Advisory Agreement. In addition, Sub-Adviser will keep the Fund and Adviser informed of developments materially affecting the Portfolios Fund and shall, on its own initiative, furnish to the Fund from time to time whatever information Sub-Adviser believes appropriate for this purpose. Sub-Adviser will periodically communicate to Adviser, at such times as Adviser may direct, information concerning the on each day that a purchase and or sale of securities an instrument is effected for the Portfolios, including Portfolio (i) the name of the issuer, (ii) the amount of the purchase or sale, (iii) the name of the broker or dealer, if any, through which the purchase or sale will be effected, (iv) the CUSIP number of the instrument, if any, and (v) such other information as Adviser may reasonably require for purposes of fulfilling its obligations to the Fund under the Advisory Agreement. Sub-Adviser will provide the services rendered by it under this Agreement in accordance with each the Portfolio’s investment objectiveobjectives, policies and restrictions as stated in such the Portfolio’s prospectuses Prospectuses and statements Statements of additional information Additional Information (as currently in effect and as they may be amended or supplemented from time to time), and the resolutions of the Fund’s Board of Trustees.

Services of Sub-Adviser. Subject to the oversight and supervision of Adviser and the Fund’s Board of Trustees, Sub-Adviser will supervise the day-to-day operations of the Portfolios and perform the following services: (i) act as investment adviser for and manage the investment and reinvestment of those assets of the Portfolios as Adviser may from time to time request and in connection therewith have complete discretion in purchasing and selling such securities and other assets for the Portfolios and in voting, exercising consents and exercising all other rights appertaining to such securities and other assets on behalf of the Portfolios; (ii) provide investment research and credit analysis concerning the Portfolios’ investments; (iii) assist Adviser in determining what portion of the Portfolios’ assets will be invested in cash and cash equivalents and money market instrumentsequivalents; (iv) place orders for all purchases and sales of the investments made for the Portfolios; and (v) maintain the books and records as are required to support Fund operations (in conjunction with record-keeping and accounting functions performed by Adviser). At the request of Adviser, Sub-Adviser will also, subject to the oversight and supervision of Adviser and the direction and control of the Fund’s Board of Trustees, provide to Adviser or the Fund any of the facilities and equipment and perform any of the services described in Section 4 of the Advisory Agreement. In addition, Sub-Adviser will keep the Fund and Adviser informed of developments materially affecting the Portfolios and shall, on its own initiative, furnish to the Fund from time to time whatever information Sub-Adviser believes appropriate for this purpose. Sub-Adviser will periodically communicate to Adviser, at such times as Adviser may direct, information concerning the purchase and sale of securities for the Portfolios, including (i) the name of the issuer, (ii) the amount of the purchase or sale, (iii) the name of the broker or dealer, if any, through which the purchase or sale will be effected, (iv) the CUSIP number of the instrument, if any, and (v) such other information as Adviser may reasonably require for purposes of fulfilling its obligations to the Fund under the Advisory Agreement. Sub-Adviser will provide the services rendered by it under this Agreement in accordance with each Portfolio’s investment objective, policies and restrictions as stated in such Portfolio’s prospectuses and statements of additional information (as currently in effect and as they may be amended or supplemented from time to time), and the resolutions of the Fund’s Board of Trustees.

Services of Sub-Adviser. Subject to the oversight and supervision of Adviser and the Fund’s 's Board of Trustees, Sub-Sub- Adviser will supervise the day-to-day operations of the Portfolios and perform the following services: (i) act as investment adviser for and manage the investment and reinvestment of those assets of the Portfolios as Adviser may from time to time request and in connection therewith have complete discretion in purchasing and selling such securities and other assets for the Portfolios and in voting, exercising consents and exercising all other rights appertaining to such securities and other assets on behalf of the Portfolios; (ii) provide investment research and credit analysis concerning the Portfolios’ ' investments; (iii) assist Adviser in determining what portion of the Portfolios’ ' assets will be invested in cash and cash equivalents and money market instruments; (iv) place orders for all purchases and sales of the investments made for the Portfolios; and (v) maintain the books and records as are required to support Fund operations (in conjunction with record-keeping and accounting functions performed by Adviser). At the request of Adviser, Sub-Adviser will also, subject to the oversight and supervision of Adviser and the direction and control of the Fund’s 's Board of Trustees, provide to Adviser or the Fund any of the facilities and equipment and perform any of the services described in Section 4 of the Advisory Agreement. In addition, Sub-Adviser will keep the Fund and Adviser informed of developments materially affecting the Portfolios and shall, on its own initiative, furnish to the Fund from time to time whatever information Sub-Sub- Adviser believes appropriate for this purpose. Sub-Adviser will periodically communicate to Adviser, at such times as Adviser may direct, information concerning the purchase and sale of securities for the Portfolios, including (i) the name of the issuer, (ii) the amount of the purchase or sale, (iii) the name of the broker or dealer, if any, through which the purchase or sale will be effected, (iv) the CUSIP number of the instrument, if any, and (v) such other information as Adviser may reasonably require for purposes of fulfilling its obligations to the Fund under the Advisory Agreement. Sub-Adviser will provide the services rendered by it under this Agreement in accordance with each Portfolio’s 's investment objective, policies and restrictions as stated in such Portfolio’s 's prospectuses and statements of additional information (as currently in effect and as they may be amended or supplemented from time to time), and the resolutions of the Fund’s 's Board of Trustees.

Services of Sub-Adviser. Subject to the succeeding provisions of this section and the oversight and supervision of Adviser and the Fund’s Board of TrusteesDirectors (the “Board of Directors”), Sub-Adviser will supervise perform certain of the day-to-day operations of the Portfolios and perform Fund which may include one or more of the following services: (i) act as investment adviser advisor for and manage the investment and reinvestment of those assets of the Portfolios Fund as Adviser may from time to time request and in connection therewith have complete discretion in purchasing and selling such securities and other assets for the Portfolios Fund and in voting, exercising consents and exercising all other rights appertaining to such securities and other assets on behalf of the PortfoliosFund; (ii) provide investment research and credit analysis concerning the Portfolios’ Fund’s investments; (iii) assist Adviser in determining what portion of the Portfolios’ Fund’s assets will be invested in cash and cash equivalents and money market instruments; (iv) place orders for all purchases and sales of the investments investments, other than short-term cash equivalents made for the PortfoliosFund; and (v) maintain the books and records as are required to support Fund operations (in conjunction with record-keeping and accounting functions performed by Adviser). At the request of Adviser, Sub-Adviser will also, subject to the oversight and supervision of Adviser and the direction and control of the Fund’s Board of TrusteesDirectors, provide to Adviser or the Fund any of the facilities and equipment and perform any of the services described in Section 4 Sections 2 and 3 of the Advisory Agreement. In addition, Sub-Adviser will keep the Fund and Adviser informed of developments materially affecting the Portfolios Fund and shall, on its own initiative, furnish to the Fund from time to time whatever information Sub-Adviser believes appropriate for this purpose. Sub-Adviser will periodically communicate to Adviser, at such times as Adviser may direct, information concerning the purchase and sale of securities for the PortfoliosFund, including (i) the name of the issuer, (ii) the amount of the purchase or sale, (iii) the name of the broker or dealer, if any, through which the purchase or sale will be effected, (iv) the CUSIP number of the instrument, if any, and (v) such other information as Adviser may reasonably require for purposes of fulfilling its obligations to the Fund under the Advisory Agreement. Sub-Adviser will provide the services rendered by it under this Agreement in accordance with each Portfoliothe Fund’s investment objective, policies and restrictions as stated in such Portfoliothe Fund’s prospectuses prospectus and statements statement of additional information (as currently in effect and as they may be amended or supplemented from time to time), and the resolutions of the Fund’s Board of TrusteesDirectors.

Services of Sub-Adviser. The Sub-Adviser agrees that with respect to each Fund it shall: (a) Subject to the oversight and supervision of Adviser and the Fund’s Trust's Board of Trustees, assist the Adviser in providing a continuous investment program for each such Fund, including investment research and management with respect to all securities, investments, cash and cash equivalents in the Fund. The Sub-Adviser will supervise assist the day-to-day operations of the Portfolios and perform the following services: (i) act as investment adviser for and manage the investment and reinvestment of those assets of the Portfolios as Adviser may in determining from time to time request and in connection therewith have complete discretion in purchasing and selling such what securities and other assets for the Portfolios and in voting, exercising consents and exercising all other rights appertaining to such securities and other assets on behalf of the Portfolios; (ii) provide investment research and credit analysis concerning the Portfolios’ investments; (iii) assist Adviser in determining what portion of the Portfolios’ assets investments will be invested in cash and cash equivalents and money market instruments; (iv) place orders for all purchases and sales of the investments made for the Portfolios; and (v) maintain the books and records as are required to support Fund operations (in conjunction with record-keeping and accounting functions performed purchased, retained or sold by Adviser)such Fund. At the request of Adviser, Sub-Adviser will also, subject to the oversight and supervision of Adviser and the direction and control of the Fund’s Board of Trustees, provide to Adviser or the Fund any of the facilities and equipment and perform any of the services described in Section 4 of the Advisory Agreement. In addition, Sub-Adviser will keep the Fund and Adviser informed of developments materially affecting the Portfolios and shall, on its own initiative, furnish to the Fund from time to time whatever information Sub-Adviser believes appropriate for this purpose. Sub-Adviser will periodically communicate to Adviser, at such times as Adviser may direct, information concerning the purchase and sale of securities for the Portfolios, including (i) the name of the issuer, (ii) the amount of the purchase or sale, (iii) the name of the broker or dealer, if any, through which the purchase or sale will be effected, (iv) the CUSIP number of the instrument, if any, and (v) such other information as Adviser may reasonably require for purposes of fulfilling its obligations to the Fund under the Advisory Agreement. The Sub-Adviser will provide the services rendered by it under this Agreement in accordance with each Portfolio’s the Fund's investment objective, policies policies, and restrictions as stated in such Portfolio’s prospectuses the Trust's respective Prospectuses and statements Statements of additional information (as currently in effect Additional Information for the Fund and as they may be amended or supplemented from time to time), and the resolutions of the Fund’s Trust's Board of Trustees. (b) Place all orders for the purchase and sale of portfolio securities for the account of the Fund with brokers or dealers selected by the Sub-Adviser. In executing portfolio transactions and selecting brokers or dealers, the Sub-Adviser will use its best efforts to seek on behalf of the Fund the best overall terms available. In assessing the best overall terms available for any transaction the Sub-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 or dealer, and the reasonableness of the commission, if any, both for the specific transaction and on a continuing basis. In evaluating the best overall terms available, and in selecting the broker or dealer to execute a particular transaction, the Sub-Adviser may also consider the brokerage and research services (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934, as amended) provided to the Fund and/or other accounts over which the Sub-Adviser or any affiliate of the Sub-Adviser exercises investment discretion. The Sub-Adviser is authorized, subject to the prior approval of the Board, to pay to a broker or dealer who provides such brokerage and research services a commission for executing a portfolio transaction for the Fund which is in excess of the amount of commission another broker or dealer would have charged for effecting that transaction if, but only if, the Sub-Adviser determines in good faith that such commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer viewed in terms of that particular transaction or in terms of the overall responsibilities of the Sub-Adviser to the Fund and to the Trust. (c) Maintain historical tax lots for each portfolio security held by such Fund; (d) Transmit trades to the Trust's custodian for proper settlement; (e) Prepare a quarterly broker security transaction summary and monthly security transaction listing for the Fund; (f) Maintain all books and records with respect to the Fund's securities transactions effected by it; and (g) Supply the Trust and its Board of Trustees with reports and statistical data as reasonably requested.

Services of Sub-Adviser. Subject to the succeeding provisions of this section and the oversight and supervision of Adviser and the Fund’s Board of TrusteesDirectors (the “Board of Directors”), Sub-Adviser will supervise perform certain of the day-to-day operations of the Portfolios and perform Fund which may include one or more of the following services: (i) act as investment adviser advisor for and manage the investment and reinvestment of those assets of the Portfolios Fund as Adviser may from time to time request and in connection therewith have complete discretion in purchasing and selling such securities and other assets for the Portfolios Fund and in voting, exercising consents and exercising all other rights appertaining to such securities and other assets on behalf of the PortfoliosFund; (ii) provide investment research and credit analysis concerning the Portfolios’ Fund’s investments; (iii) assist Adviser in determining what portion of the Portfolios’ Fund’s assets will be invested in cash and cash equivalents and money market instruments; (iv) place orders for all purchases and sales of the investments investments, other than short-term cash equivalents made for the PortfoliosFund; and (v) maintain the books and records as are required to support Fund operations (in conjunction with record-keeping and accounting functions performed by Adviser). At the request of Adviser, Sub-Adviser will also, subject to the oversight and supervision of Adviser and the direction and control of the Fund’s Board of TrusteesDirectors, provide to Adviser or the Fund any of the facilities and equipment and perform any of the services described in Section 4 2 of the Advisory Agreement. In addition, Sub-Adviser will keep the Fund and Adviser informed of developments materially affecting the Portfolios Fund and shall, on its own initiative, furnish to the Fund from time to time whatever information Sub-Adviser believes appropriate for this purpose. Sub-Adviser will periodically communicate to Adviser, at such times as Adviser may direct, information concerning the purchase and sale of securities for the PortfoliosFund, including (i) the name of the issuer, (ii) the amount of the purchase or sale, (iii) the name of the broker or dealer, if any, through which the purchase or sale will be effected, (iv) the CUSIP number of the instrument, if any, and (v) such other information as Adviser may reasonably require for purposes of fulfilling its obligations to the Fund under the Advisory Agreement. Sub-Adviser will provide the services rendered by it under this Agreement in accordance with each Portfoliothe Fund’s investment objective, policies and restrictions as stated in such Portfoliothe Fund’s prospectuses prospectus and statements statement of additional information (as currently in effect and as they may be amended or supplemented from time to time), and the resolutions of the Fund’s Board of TrusteesDirectors.

Services of Sub-Adviser. Subject to the succeeding provisions of this section and the oversight and supervision of Adviser and the Fund’s Board of Trustees, Sub-Adviser will supervise perform certain of the day-to-day operations of the Portfolios and perform Portfolio which may include one or more of the following services: (i) act as investment adviser advisor for and manage the investment and reinvestment of those assets of the Portfolios Portfolio as Adviser may from time to time request and in connection therewith have complete discretion in purchasing and selling such securities and other assets for the Portfolios Portfolio and in voting, exercising consents and exercising all other rights appertaining to such securities and other assets on behalf of the PortfoliosPortfolio; (ii) provide investment research and credit analysis concerning the Portfolios’ Portfolio’s fixed-income investments; (iii) assist Adviser in determining what portion of the Portfolios’ Portfolio’s assets will be invested in cash and cash equivalents and money market instruments; (iv) place orders for all purchases and sales of the investments fixed-income investments, other than short-term cash equivalents made for the PortfoliosPortfolio; and (v) maintain the books and records as are required to support Fund operations (in conjunction with record-record- keeping and accounting functions performed by Adviser). At the request of Adviser, Sub-Adviser will also, subject to the oversight and supervision of Adviser and the direction and control of the Fund’s Board of Trustees, provide to Adviser or the Fund any of the facilities and equipment and perform any of the services described in Section 4 of the Advisory Agreement. In addition, Sub-Adviser will keep the Fund and Adviser informed of developments materially affecting the Portfolios Portfolio and shall, on its own initiative, furnish to the Fund from time to time whatever information Sub-Adviser believes appropriate for this purpose. Sub-Adviser will periodically communicate to Adviser, at such times as Adviser may direct, information concerning the purchase and sale of securities for the PortfoliosPortfolio, including (i) the name of the issuer, (ii) the amount of the purchase or sale, (iii) the name of the broker or dealer, if any, through which the purchase or sale will be effected, (iv) the CUSIP number of the instrument, if any, and (v) such other information as Adviser may reasonably require for purposes of fulfilling its obligations to the Fund under the Advisory Agreement. Sub-Adviser will provide the services rendered by it under this Agreement in accordance with each the Portfolio’s investment objective, policies and restrictions as stated in such the Portfolio’s prospectuses prospectus and statements statement of additional information (as currently in effect and as they may be amended or supplemented from time to time), and the resolutions of the Fund’s Board of Trustees.

Services of Sub-Adviser. Subject to the succeeding provision of this section, the oversight and supervision of Adviser and the Funddirection and control of the Corporation’s Board of TrusteesDirectors, Sub-Adviser will supervise perform certain of the day-to-day operations of the Portfolios and perform Fund, which may include one or more of the following services: (i) act as investment adviser advisor for and manage the investment and reinvestment of those assets of the Portfolios Fund as Adviser may from time to time request and in connection therewith have complete discretion in purchasing and selling such securities and other assets for the Portfolios Fund and in voting, exercising consents and exercising all other rights appertaining to such securities and other assets on behalf of the PortfoliosFund; (ii) provide investment research and credit analysis concerning the Portfolios’ Fund’s investments; (iii) assist Adviser in determining what portion of the Portfolios’ Fund’s assets will be invested in cash and cash equivalents and money market instruments; (iv) place orders for all purchases and sales of the investments investments, other than short-term cash equivalents made for the PortfoliosFund; and (v) maintain the books and records as are required to support Fund operations (in conjunction with record-keeping and accounting functions performed by Adviser). At the request of Adviser, Sub-Adviser will also, subject to the oversight and supervision of Adviser and the direction and control of the FundCorporation’s Board of TrusteesDirectors, provide to Adviser or the Fund Corporation any of the facilities and equipment and perform any of the services described in Section 4 3 of the Advisory Agreement. In addition, Sub-Adviser will keep the Fund Corporation and Adviser informed of developments materially affecting the Portfolios Fund and shall, on its own initiative, furnish to the Fund Corporation from time to time whatever information Sub-Adviser believes appropriate for this purpose. Sub-Adviser will periodically communicate to AdviserAdviser , at such times as Adviser may direct, information concerning the purchase and sale of securities for the PortfoliosFund, including (i) the name of the issuer, (ii) the amount of the purchase or sale, (iii) the name of the broker or dealer, if any, through which the purchase or sale will be effected, (iv) the CUSIP number of the instrument, if any, and (v) such other information as Adviser may reasonably require for purposes of fulfilling its obligations to the Fund under the Advisory Agreement. Sub-Adviser will provide the services rendered by it under this Agreement in accordance with each Portfoliothe Fund’s investment objective, policies and restrictions as stated in such Portfoliothe Fund’s prospectuses prospectus and statements statement of additional information (as currently in effect and as they may be amended or supplemented from time to time), and the resolutions of the FundCorporation’s Board of TrusteesDirectors.

Services of Sub-Adviser. Subject to the succeeding provisions of this section and the oversight and supervision of Adviser and the FundTrust’s Board of Trustees (the “Board of Trustees”), Sub-Adviser will supervise perform certain of the day-to-day operations of the Portfolios and perform Portfolio which may include one or more of the following services: (i) act as investment adviser advisor for and supervise and manage the investment and reinvestment of those assets of the Portfolios Portfolio as Adviser may from time to time request and in connection therewith have complete discretion in purchasing and selling such securities and other assets for the Portfolios Portfolio and in voting, exercising consents and exercising all other rights appertaining to such securities and other assets on behalf of the PortfoliosPortfolio; (ii) provide investment research and credit analysis concerning the Portfolios’ Portfolio’s investments; (iii) assist Adviser in determining what portion of the Portfolios’ Portfolio’s assets will be invested in cash and cash, cash equivalents and money market instruments; (iv) place orders for all purchases and sales of the investments made for the PortfoliosPortfolio; and (v) maintain the books and records as are required to support Fund Portfolio operations (in conjunction with record-keeping and accounting functions performed by Adviser). At the request of Adviser, Sub-Adviser will also, subject to the oversight and supervision of Adviser and the direction and control of the Fund’s Board of Trustees, provide to Adviser or the Fund any of the facilities and equipment and perform any of the services described in Section 4 2 of the Advisory Agreement. In addition, Sub-Adviser will keep the Fund and Adviser informed of developments materially affecting the Portfolios Portfolio and shall, on its own initiative, furnish to the Fund from time to time whatever information Sub-Adviser believes appropriate for this purpose. Sub-Adviser will periodically communicate to Adviser, at such times as Adviser may direct, information concerning the purchase and sale of securities for the PortfoliosPortfolio, including (i) the name of the issuer, (ii) the amount of the purchase or sale, (iii) the name of the broker or dealer, if any, through which the purchase or sale will be effected, (iv) the CUSIP number of the instrument, if any, and (v) such other information as Adviser may reasonably require for purposes of fulfilling its obligations to the Fund under the Advisory Agreement. Sub-Adviser will provide the services rendered by it under this Agreement in accordance with each the Portfolio’s investment objective, policies and restrictions as stated in such the Portfolio’s prospectuses prospectus and statements statement of additional information (as currently in effect and as they may be amended or supplemented from time to time), and the resolutions of the Fund’s Board of Trustees.

Services of Sub-Adviser. Subject to the oversight and supervision of Adviser and the Fund’s Board of Trustees, Sub-Adviser will supervise the certain day-to-day operations of the Portfolios each Portfolio and perform the following services: (i) act as investment adviser for and manage the investment and reinvestment of those assets of the Portfolios Portfolio as Adviser may from time to time request and in connection therewith have complete discretion in purchasing and selling such securities and other assets for the Portfolios Portfolio and in voting, exercising consents and exercising all other rights appertaining to such securities and other assets on behalf of the PortfoliosPortfolio; (ii) provide investment research and credit analysis concerning the Portfolios’ Portfolio’s investments; (iii) assist Adviser in determining what portion of the Portfolios’ Portfolio’s assets will be invested in cash and cash equivalents and money market instruments; (iv) place orders for all purchases and sales of the such investments made for the PortfoliosPortfolio; and (v) maintain the books and records as are required to support Fund operations (in conjunction with record-keeping and accounting functions performed by Adviser). At the request of Adviser, Sub-Adviser will also, subject to the oversight and supervision of Adviser and the direction and control of the Fund’s Board of Trustees, provide to Adviser or the Fund any of the facilities and equipment and perform any of the services described in Section 4 of the Advisory Agreement. In addition, Sub-Adviser will keep the Fund and Adviser informed of developments materially affecting the Portfolios each Portfolio and shall, on its own initiative, furnish to the Fund from time to time whatever information Sub-Adviser believes appropriate for this purpose. Sub-Adviser will periodically communicate to Adviser, at such times as Adviser may direct, information concerning the purchase and sale of securities for the Portfolioseach Portfolio, including (i) the name of the issuer, (ii) the amount of the purchase or sale, (iii) the name of the broker or dealer, if any, through which the purchase or sale will be effected, (iv) the CUSIP number of the instrument, if any, and (v) such other information as Adviser may reasonably require for purposes of fulfilling its obligations to the Fund under the Advisory Agreement. Sub-Adviser will provide the services rendered by it under this Agreement in accordance with each Portfolio’s investment objective, policies and restrictions as stated in such the Portfolio’s prospectuses prospectus and statements statement of additional information (as currently in effect and as they may be amended or supplemented from time to time), and the resolutions of the Fund’s Board of Trustees.

Services of Sub-Adviser. Subject to the oversight and ----------------------- supervision of Adviser and the Fund’s 's Board of Trustees, Sub-Adviser will supervise the day-to-day operations of the Portfolios Portfolio and perform the following services: (i) act as investment adviser for and manage the investment and reinvestment of those assets of the Portfolios as Adviser may from time to time request and in connection therewith have complete discretion in purchasing and selling such securities and other assets for the Portfolios and in voting, exercising consents and exercising all other rights appertaining to such securities and other assets on behalf of the Portfolios; (ii) provide investment research and credit analysis concerning the Portfolios’ Portfolio's investments; , (ii) conduct a continual program of investment of the Portfolio's assets, (iii) assist Adviser in determining determine what portion of the Portfolios’ Portfolio's assets will be invested in cash and cash, cash equivalents and money market instruments; , (iv) place orders for all purchases and sales of the investments made for the Portfolios; Portfolio, and (v) maintain the books and records as are required to support Fund operations (in conjunction with record-keeping and accounting functions performed by Adviser). At the request of Adviser, Sub-Adviser will also, subject to the oversight and supervision of Adviser and the direction and control of the Fund’s Board of Trustees, provide to Adviser or the Fund any of the facilities and equipment and perform any of the services described in Section 4 of the Advisory Agreement. In addition, Sub-Adviser will keep the Fund and Adviser informed of developments materially affecting the Portfolios Fund and shall, on its own initiative, furnish to the Fund from time to time whatever information Sub-Sub- Adviser believes appropriate for this purpose. Sub-Adviser will periodically communicate to Adviser, at such times as Adviser may direct, information concerning the on each day that a purchase and or sale of securities an instrument is effected for the Portfolios, including Portfolio (i) the name of the issuer, (ii) the amount of the purchase or sale, (iii) the name of the broker or dealer, if any, through which the purchase or sale will be effected, (iv) the CUSIP number of the instrument, if any, and (v) such other information as Adviser may reasonably require for purposes of fulfilling its obligations to the Fund under the Advisory Agreement. Sub-Adviser will provide the services rendered by it under this Agreement in accordance with each the Portfolio’s 's investment objectiveobjectives, policies and restrictions as stated in such the Portfolio’s prospectuses 's Prospectuses and statements Statements of additional information Additional Information (as currently in effect and as they may be amended or supplemented from time to time), and the resolutions of the Fund’s 's Board of Trustees.

Services of Sub-Adviser. Subject to the oversight and supervision of Adviser and the FundCorporation’s Board of TrusteesDirectors, Sub-Adviser will supervise the certain day-to-day operations of the Portfolios Fund and perform the following services: (i) act as investment adviser for and manage the investment and reinvestment of those assets of the Portfolios Fund as Adviser may from time to time request and in connection therewith have complete discretion in purchasing and selling such securities and other assets for the Portfolios Fund and in voting, exercising consents and exercising all other rights appertaining to such securities and other assets on behalf of the PortfoliosFund; (ii) provide investment research and credit analysis concerning the Portfolios’ Fund’s investments; (iii) assist Adviser in determining what portion of the Portfolios’ Fund’s assets will be invested in cash and cash equivalents and money market instruments; (iv) place orders for all purchases and sales of the such investments made for the PortfoliosFund; and (v) maintain the books and records as are required to support Fund Corporation operations (in conjunction with record-keeping and accounting functions performed by Adviser). At the request of Adviser, Sub-Adviser will also, subject to the oversight and supervision of Adviser and the direction and control of the FundCorporation’s Board of TrusteesDirectors, provide to Adviser or the Fund Corporation any of the facilities and equipment and perform any of the services described in Section 4 Sections 2 or 3 of the Advisory Agreement. In addition, Sub-Adviser will keep the Fund Corporation and Adviser informed of developments materially affecting the Portfolios Fund and shall, on its own initiative, furnish to the Fund Corporation from time to time whatever information Sub-Adviser believes appropriate for this purpose. Sub-Adviser will periodically communicate to Adviser, at such times as Adviser may direct, information concerning the purchase and sale of securities for the PortfoliosFund, including (i) the name of the issuer, (ii) the amount of the purchase or sale, (iii) the name of the broker or dealer, if any, through which the purchase or sale will be effected, (iv) the CUSIP number of the instrument, if any, and (v) such other information as Adviser may reasonably require for purposes of fulfilling its obligations to the Fund Corporation under the Advisory Agreement. Sub-Adviser will provide the services rendered by it under this Agreement in accordance with each Portfoliothe Fund’s investment objective, policies and restrictions as stated in such Portfoliothe Fund’s prospectuses prospectus and statements statement of additional information (as currently in effect and as they may be amended or supplemented from time to time), and the resolutions of the FundCorporation’s Board of TrusteesDirectors.

Services of Sub-Adviser. Subject Sub-Adviser shall have the following responsibilities: (a) to furnish continuous investment information, advice and recommendations to the oversight Portfolios as to the acquisition, holding or disposition of any or all of the securities or other assets, including cash, which the Portfolios may own or contemplate acquiring from time to time; (b) to cause its officers to attend meetings of the Adviser or the Trust and supervision of furnish oral or written reports, as the Adviser may reasonably require, in order to keep the Adviser and its officers and the Fund’s Board Trustees of Trusteesthe Trust and appropriate officers of the Trust fully informed as to the condition of the investment securities of the Portfolios, the investment recommendations of the Sub-Adviser, and the investment considerations which have given rise to those recommendations; (c) to furnish such statistical and analytical information and reports as may reasonably be required by the Adviser from time to time; (d) to determine the investment securities to be purchased or sold by the Portfolios and, as agent for the Portfolios to: (i) execute any and all necessary agreements with brokers and/or dealers and (ii) purchase, hold, sell and effect transactions for the Portfolios pursuant to its determinations either directly with an issuer or with any broker and/or dealer in such securities; (e) at all times to invest money from London Pacific Life & Annuity Company's (the "Company") segregated asset account in such a manner as to satisfy the requirements for variable contracts under the Internal Revenue Code of 1986, as amended (the "Code"), and the regulations issued thereunder. Without limiting the scope of the foregoing, the Sub-Adviser will supervise the day-to-day operations at all times comply with Section 817(h) of the Portfolios Code and perform Treasury Regulations 1.817-5, relating to the following services: diversification requirements for variable annuity, endowment, or life insurance contracts and any amendments or other modifications to such Section or Regulations. In the event of a breach of this provision by the Sub-Adviser, it will take all reasonable steps (ia) act as investment adviser for to notify the Adviser of such breach and manage the investment and reinvestment of those assets of (b) to adequately diversify the Portfolios so as Adviser may from time to time request achieve compliance with the grace period afforded by Treasury Regulations 1.817-5; (f) to maintain all books and in connection therewith have complete discretion in purchasing records required to be maintained pursuant to the 1940 Act and selling such securities the rules and other assets for the Portfolios and in voting, exercising consents and exercising all other rights appertaining regulations promulgated thereunder with respect to such securities and other assets transactions made by it on behalf of the Portfolios; (ii) provide investment research and credit analysis concerning the Portfolios’ investments; (iii) assist Adviser in determining what portion of the Portfolios’ assets will be invested in cash and cash equivalents and money market instruments; (iv) place orders for all purchases and sales of the investments made for the Portfolios; and (v) maintain Portfolios including, without limitation, the books and records as are required by Subsections (b)(1), (5), (6), (7), (9), (10) and (11) and Subsection (f) of Rule 31a-1 under the 1940 Act and shall timely furnish to support Fund operations (in conjunction with recordthe Adviser all information relating to the Sub-keeping Adviser's services hereunder needed by the Adviser to keep such other books and accounting functions performed records of the Portfolios required by Adviser)Rule 31a-1 under the 1940 Act. At the request of Adviser, The Sub-Adviser will alsoalso preserve all such books and records for the periods prescribed in Rule 31a-2 under the 1940 Act, subject and agrees that such books and records shall remain the sole property of the Trust and shall be immediately surrendered to the oversight Trust upon request. The Sub-Adviser further agrees that all books and supervision of records maintained hereunder shall be made available to the Trust or the Adviser and at any time upon request, including telecopy, without unreasonable delay, during any business day. From time to time as the direction and control of the Fund’s Board of Trustees, provide to Adviser or the Fund any Trustees of the facilities and equipment and perform any of Trust may reasonably request, the services described in Section 4 of the Advisory Agreement. In addition, Sub-Adviser will keep furnish the Fund requesting party reports on Portfolio transactions and reports on investments held in a Portfolio, all in such detail as the Adviser informed or Trustees of developments materially affecting the Portfolios and shall, on its own initiative, furnish Trust may reasonably request; and (g) to comply with the Fund from time to time whatever information Sub-Adviser believes appropriate for this purpose. Sub-Adviser will periodically communicate Adviser's Code of Ethics, adopted pursuant to Adviser, at such times as Adviser may direct, information concerning the purchase and sale of securities for the Portfolios, including (i) the name of the issuer, (ii) the amount of the purchase or sale, (iii) the name of the broker or dealer, if any, through which the purchase or sale will be effected, (iv) the CUSIP number of the instrument, if any, and (v) such other information as Adviser may reasonably require for purposes of fulfilling its obligations to the Fund Rule 17j-1 under the Advisory Agreement. Sub-Adviser will provide the services rendered by it under this Agreement in accordance with each Portfolio’s investment objective, policies and restrictions as stated in such Portfolio’s prospectuses and statements of additional information (as currently in effect and as they may be amended or supplemented from time to time), and the resolutions of the Fund’s Board of Trustees1940 Act.

Services of Sub-Adviser. Subject to the succeeding provisions of this section, the oversight and supervision of Adviser and the direction and control of the Fund’s Board of Trustees, Sub-Adviser will supervise perform certain of the day-to-day operations of the Portfolios and perform Portfolio, which may include one or more of the following services: (i) act as investment adviser advisor for and manage the investment and reinvestment of those assets of the Portfolios Portfolio as Adviser may from time to time request and in connection therewith have complete discretion in purchasing and selling such securities and other assets for the Portfolios Portfolio and in voting, exercising consents and exercising all other rights appertaining to such securities and other assets on behalf of the PortfoliosPortfolio; (ii) provide investment research and credit analysis concerning the Portfolios’ Portfolio’s investments; (iii) assist Adviser in determining what portion of the Portfolios’ Portfolio’s assets will be invested in cash and cash equivalents and money market instruments; (iv) place orders for all purchases and sales of the investments investments, other than short-term cash equivalents made for the PortfoliosPortfolio; and (v) maintain the books and records as are required to support Fund Portfolio operations (in conjunction with record-keeping and accounting functions performed by Adviser). At the request of Adviser, Sub-Adviser will also, subject to the oversight and supervision of Adviser and the direction and control of the Fund’s Board of Trustees, provide to Adviser or the Fund any of the facilities and equipment and perform any of the services described in Section 4 of the Advisory Agreement. In addition, Sub-Adviser will keep the Fund and Adviser informed of developments materially affecting the Portfolios Portfolio and shall, on its own initiative, furnish to the Fund from time to time whatever information Sub-Adviser believes appropriate for this purpose. Sub-Adviser will periodically communicate to Adviser, at such times as Adviser may direct, information concerning the purchase and sale of securities for the PortfoliosPortfolio, including (i) the name of the issuer, (ii) the amount of the purchase or sale, (iii) the name of the broker or dealer, if any, through which the purchase or sale will be effected, (iv) the CUSIP number of the instrument, if any, and (v) such other information as Adviser may reasonably require for purposes of fulfilling its obligations to the Fund Portfolio under the Advisory Agreement. Sub-Adviser will provide the services rendered by it under this Agreement in accordance with each the Portfolio’s investment objective, policies and restrictions as stated in such the Portfolio’s prospectuses prospectus and statements statement of additional information (as currently in effect and as they may be amended or supplemented from time to time), and the resolutions of the Fund’s Board of Trustees.

Services of Sub-Adviser. Subject to the succeeding provisions of this section and the oversight and supervision of Adviser and the Fund’s Board of Trustees, Sub-Adviser will supervise perform certain of the day-to-day operations of the Portfolios and perform which may include one or more of the following services: (i) act as investment adviser advisor for and manage the investment and reinvestment of those assets of the Portfolios as Adviser may from time to time request and in connection therewith have complete discretion in purchasing and selling such securities and other assets for the Portfolios and in voting, exercising consents and exercising all other rights appertaining to such securities and other assets on behalf of the Portfolios; (ii) provide investment research and credit analysis concerning the Portfolios’ investments; (iii) assist Adviser in determining what portion of the Portfolios’ assets will be invested in cash and cash equivalents and money market instruments; (iv) place orders for all purchases and sales of the investments investments, other than short-term cash equivalents made for the Portfolios; and (v) maintain the books and records as are required to support Fund operations (in conjunction with record-record- keeping and accounting functions performed by Adviser). At the request of Adviser, Sub-Adviser will also, subject to the oversight and supervision of Adviser and the direction and control of the Fund’s Board of Trustees, provide to Adviser or the Fund any of the facilities and equipment and perform any of the services described in Section 4 6 of the Advisory Agreement. In addition, Sub-Adviser will keep the Fund and Adviser informed of developments materially affecting the Portfolios and shall, on its own initiative, furnish to the Fund from time to time whatever information Sub-Adviser believes appropriate for this purpose. Sub-Adviser will periodically communicate to Adviser, at such times as Adviser may direct, information concerning the purchase and sale of securities for the Portfolios, including (i) the name of the issuer, (ii) the amount of the purchase or sale, (iii) the name of the broker or dealer, if any, through which the purchase or sale will be effected, (iv) the CUSIP number of the instrument, if any, and (v) such other information as Adviser may reasonably require for purposes of fulfilling its obligations to the Fund under the Advisory Agreement. Sub-Adviser will provide the services rendered by it under this Agreement in accordance with each Portfolio’s investment objective, policies and restrictions as stated in such the Portfolio’s prospectuses prospectus and statements statement of additional information (as currently in effect and as they may be amended or supplemented from time to time), and the resolutions of the Fund’s Board of Trustees.

Services of Sub-Adviser. Subject to the succeeding provision of this section, the oversight and supervision of Adviser and the direction and control of the Fund’s Board of TrusteesDirectors, Sub-Adviser will supervise perform certain of the day-to-day operations of the Portfolios and perform Fund which may include one or more of the following services: (i) act as investment adviser advisor for and manage the investment and reinvestment of those assets of the Portfolios Fund as Adviser may from time to time request and in connection therewith have complete discretion in purchasing and selling such securities and other assets for the Portfolios Fund and in voting, exercising consents and exercising all other rights appertaining to such securities and other assets on behalf of the PortfoliosFund; (ii) provide investment research and credit analysis concerning the Portfolios’ Fund’s investments; (iii) assist Adviser in determining what portion of the Portfolios’ Fund’s assets will be invested in cash and cash equivalents and money market instruments; (iv) place orders for all purchases and sales of the investments investments, other than short-term cash equivalents made for the PortfoliosFund; and (v) maintain the books and records as are required to support Fund operations (in conjunction with record-keeping and accounting functions performed by Adviser). At the request of Adviser, Sub-Adviser will also, subject to the oversight and supervision of Adviser and the direction and control of the Fund’s Board of TrusteesDirectors, provide to Adviser or the Fund any of the facilities and equipment and perform any of the services described in Section 4 Sections 2 and 3 of the Advisory Agreement. In addition, Sub-Adviser will keep the Fund and Adviser informed of developments materially affecting the Portfolios Fund and shall, on its own initiative, furnish to the Fund from time to time whatever information Sub-Adviser believes appropriate for this purpose. Sub-Adviser will periodically communicate to Adviser, at such times as Adviser may direct, information concerning the purchase and sale of securities for the PortfoliosFund, including including: (i) the name of the issuer, ; (ii) the amount of the purchase or sale, ; (iii) the name of the broker or dealer, if any, through which the purchase or sale will be effected, ; (iv) the CUSIP number of the instrument, if any, ; and (v) such other information as Adviser may reasonably require for purposes of fulfilling its obligations to the Fund under the Advisory Agreement. Sub-Adviser will provide the services rendered by it under this Agreement in accordance with each Portfoliothe Fund’s investment objective, policies and restrictions as stated in such Portfoliothe Fund’s prospectuses prospectus and statements statement of additional information (as currently in effect and as they may be amended or supplemented from time to time), and the resolutions of the Fund’s Board of TrusteesDirectors.

Services of Sub-Adviser. Subject to the oversight and ----------------------- supervision of Adviser and the Fund’s 's Board of Trustees, Sub-Adviser will supervise the day-to-day operations of the Portfolios Portfolio and perform the following services: (i) act as investment adviser for and manage the investment and reinvestment of those assets of the Portfolios as Adviser may from time to time request and in connection therewith have complete discretion in purchasing and selling such securities and other assets for the Portfolios and in voting, exercising consents and exercising all other rights appertaining to such securities and other assets on behalf of the Portfolios; (ii) provide investment research and credit analysis concerning the Portfolios’ Portfolio's investments; , (ii) conduct a continual program of investment of the Portfolio's assets, (iii) assist Adviser in determining determine what portion of the Portfolios’ Portfolio's assets will be invested in cash and cash, cash equivalents and money market instruments; , (iv) place orders for all purchases and sales of the investments made for the Portfolios; Portfolio, and (v) maintain the books and records as are required to support Fund operations (in conjunction with record-keeping and accounting functions performed by Adviser). At the request of Adviser, Sub-Adviser will also, subject to the oversight and supervision of Adviser and the direction and control of the Fund’s Board of Trustees, provide to Adviser or the Fund any of the facilities and equipment and perform any of the services described in Section 4 of the Advisory Agreement. In addition, Sub-Adviser will keep the Fund and Adviser informed of developments materially affecting the Portfolios Fund and shall, on its own initiative, furnish to the Fund from time to time whatever information Sub-Sub- Adviser believes appropriate for this purpose. Sub-Adviser will periodically communicate to Adviser, at such times as Adviser may direct, information concerning the on each day that a purchase and or sale of securities an instrument is effected for the Portfolios, including Portfolio (i) the name of the issuer, (ii) the amount of the purchase or sale, (iii) the name of the broker or dealer, if any, through which the purchase or sale will be effected, (iv) the CUSIP number of the instrument, if any, and (v) such other information as Adviser may reasonably require for purposes of fulfilling its obligations to the Fund under the Advisory Agreement. Sub-Sub- Adviser will provide the services rendered by it under this Agreement in accordance with each the Portfolio’s 's investment objectiveobjectives, policies and restrictions as stated in such the Portfolio’s prospectuses 's Prospectuses and statements Statement of additional information Additional Information (as currently in effect and as they may be amended or supplemented from time to time), and the resolutions of the Fund’s 's Board of Trustees.

Services of Sub-Adviser. Subject to the oversight and supervision of Adviser and the Fund’s Board of Trustees, Sub-Adviser will supervise the certain day-to-day operations of the Portfolios each Portfolio and perform the following services: (i) act as investment adviser for and manage the investment and reinvestment of those assets of the Portfolios each Portfolio as Adviser may from time to time request and in connection therewith have complete discretion in purchasing and selling such securities and other assets for the Portfolios such Portfolio and in voting, exercising consents and exercising all other rights appertaining to such securities and other assets on behalf of the Portfoliossuch Portfolio; (ii) provide investment research and credit analysis concerning the Portfolios’ each Portfolio’s fixed-income investments; (iii) assist Adviser in determining what portion of the Portfolios’ a Portfolio’s assets will be invested in cash and cash equivalents and money market instruments; (iv) place orders for all purchases and sales of the investments fixed-income investments, other than short-term cash equivalents made for the Portfolioseach Portfolio; and (v) maintain the books and records as are required to support Fund operations (in conjunction with record-keeping and accounting functions performed by Adviser). At the request of Adviser, Sub-Adviser will also, subject to the oversight and supervision of Adviser and the direction and control of the Fund’s Board of Trustees, provide to Adviser or the Fund any of the facilities and equipment and perform any of the services described in Section 4 of the Advisory Agreement. In addition, Sub-Adviser will keep the Fund and Adviser informed of developments materially affecting the Portfolios each Portfolio and shall, on its own initiative, furnish to the Fund from time to time whatever information Sub-Adviser believes appropriate for this purpose. Sub-Adviser will periodically communicate to Adviser, at such times as Adviser may direct, information concerning the purchase and sale of securities for the Portfolioseach Portfolio, including (i) the name of the issuer, (ii) the amount of the purchase or sale, (iii) the name of the broker or dealer, if any, through which the purchase or sale will be effected, (iv) the CUSIP number of the instrument, if any, and (v) such other information as Adviser may reasonably require for purposes of fulfilling its obligations to the Fund under the Advisory Agreement. Sub-Adviser will provide the services rendered by it under this Agreement in accordance with each Portfolio’s investment objective, policies and restrictions as stated in such Portfolio’s prospectuses prospectus(es) and statements statement of additional information (as currently in effect and as they may be amended or supplemented from time to time), and the resolutions of the Fund’s Board of Trustees.

Services of Sub-Adviser. Subject to the succeeding provision of this section, the oversight and supervision of Adviser and the direction and control of the Fund’s 's Board of Trustees, Sub-Adviser will supervise perform certain of the day-to-day operations of the Portfolios and perform Portfolio which may include one or more of the following services: (i) act as investment adviser advisor for and manage the investment and reinvestment of those assets of the Portfolios Portfolio as Adviser may from time to time request and in connection therewith have complete discretion in purchasing and selling such securities and other assets for the Portfolios Portfolio and in voting, exercising consents and exercising all other rights appertaining to such securities and other assets on behalf of the PortfoliosPortfolio; (ii) provide investment research and credit analysis concerning the Portfolios’ Portfolio's investments; (iii) assist Adviser in determining what portion of the Portfolios’ Portfolio's assets will be invested in cash and cash equivalents and money market instruments; (iv) place orders for all purchases and sales of the investments investments, other than short-term cash equivalents made for the PortfoliosPortfolio; and (v) maintain the books and records as are required to support Fund operations (in conjunction with record-keeping and accounting functions performed by Adviser). At the request of Adviser, Sub-Adviser will also, subject to the oversight and supervision of Adviser and the direction and control of the Fund’s 's Board of Trustees, provide to Adviser or the Fund any of the facilities and equipment and perform any of the services described in Section 4 of the Advisory Agreement. In addition, Sub-Adviser will keep the Fund and Adviser informed of developments materially affecting the Portfolios Portfolio and shall, on its own initiative, furnish to the Fund from time to time whatever information Sub-Adviser believes appropriate for this purpose. Sub-Adviser will periodically communicate to Adviser, at such times as Adviser may direct, information concerning the purchase and sale of securities for the PortfoliosPortfolio, including including: (i) the name of the issuer, ; (ii) the amount of the purchase or sale, ; (iii) the name of the broker or dealer, if any, through which the purchase or sale will be effected, ; (iv) the CUSIP number of the instrument, if any, ; and (v) such other information as Adviser may reasonably require for purposes of fulfilling its obligations to the Fund under the Advisory Agreement. Sub-Sub- Adviser will provide the services rendered by it under this Agreement in accordance with each the Portfolio’s 's investment objective, policies and restrictions as stated in such the Portfolio’s prospectuses 's prospectus and statements statement of additional information (as currently in effect and as they may be amended or supplemented from time to time), and the resolutions of the Fund’s 's Board of Trustees.

Services of Sub-Adviser. Subject to the succeeding provisions of this section and the oversight and supervision of Adviser and the FundTrust’s Board of Trustees (the “Board of Trustees”), Sub-Adviser will supervise perform certain of the day-to-day operations of the Portfolios and perform Fund, which may include one or more of the following services: (i) act as investment adviser advisor for and manage the investment and reinvestment of those assets of the Portfolios Fund as Adviser may from time to time request and in connection therewith have complete discretion in purchasing and selling such securities and other assets for the Portfolios Fund and in voting, exercising consents and exercising all other rights appertaining to such securities and other assets on behalf of the PortfoliosFund; (ii) provide investment research and credit analysis concerning the Portfolios’ Fund’s investments; (iii) assist Adviser in determining what portion of the Portfolios’ Fund’s assets will be invested in cash and cash equivalents and money market instruments; (iv) place orders for all purchases and sales of the investments investments, other than short-term cash equivalents made for the PortfoliosFund; and (v) maintain the books and records as are required to support Fund operations (in conjunction with record-keeping and accounting functions performed by Adviser). At the request of Adviser, Sub-Adviser will also, subject to the oversight and supervision of Adviser and the direction and control of the FundTrust’s Board of Trustees, provide to Adviser or the Fund Trust any of the facilities and equipment and perform any of the services described in Section 4 of the Advisory Agreement. In addition, Sub-Adviser will keep the Fund Trust and Adviser informed of developments materially affecting the Portfolios Fund and shall, on its own initiative, furnish to the Fund from time to time whatever information Sub-Adviser believes appropriate for this purpose. Sub-Adviser will periodically communicate to Adviser, at such times as Adviser may direct, information concerning the purchase and sale of securities for the PortfoliosFund, including (i) the name of the issuer, (ii) the amount of the purchase or sale, (iii) the name of the broker or dealer, if any, through which the purchase or sale will be effected, (iv) the CUSIP number of the instrument, if any, and (v) such other information as Adviser may reasonably require for purposes of fulfilling its obligations to the Fund Trust under the Advisory Agreement. Sub-Adviser will provide the services rendered by it under this Agreement in accordance with each Portfoliothe Fund’s investment objective, policies and restrictions as stated in such Portfoliothe Fund’s prospectuses and statements statement of additional information (as currently in effect and as they may be amended or supplemented from time to time), and the resolutions of the FundTrust’s Board of Trustees.

Services of Sub-Adviser. Subject to the succeeding provisions of this section and the oversight and supervision of Adviser and the FundCorporation’s Board of TrusteesDirectors (the “Board of Directors”), Sub-Adviser will supervise perform certain of the day-to-day operations of the Portfolios and perform Fund which may include one or more of the following services: (i) act as investment adviser advisor for and manage the investment and reinvestment of those assets of the Portfolios Fund as Adviser may from time to time request and in connection therewith have complete discretion in purchasing and selling such securities and other assets for the Portfolios Fund and in voting, exercising consents and exercising all other rights appertaining to such securities and other assets on behalf of the PortfoliosFund; (ii) provide investment research and credit analysis concerning the Portfolios’ Fund’s investments; (iii) assist Adviser in determining what portion of the Portfolios’ Fund’s assets will be invested in cash and cash equivalents and money market instruments; (iv) place orders for all purchases and sales of the investments investments, other than short-term cash equivalents made for the PortfoliosFund; and (v) maintain the books and records as are required to support Fund Corporation operations (in conjunction with record-keeping and accounting functions performed by Adviser). At the request of Adviser, Sub-Sub- Adviser will also, subject to the oversight and supervision of Adviser and the direction and control of the FundCorporation’s Board of TrusteesDirectors, provide to Adviser or the Fund Corporation any of the facilities and equipment and perform any of the services described in Section 4 of the Advisory Agreement. In addition, Sub-Adviser will keep the Fund Corporation and Adviser informed of developments materially affecting the Portfolios Fund and shall, on its own initiative, furnish to the Fund Corporation from time to time whatever information Sub-Adviser believes appropriate for this purpose. Sub-Adviser will periodically communicate to Adviser, at such times as Adviser may direct, information concerning the purchase and sale of securities for the PortfoliosFund, including (i) the name of the issuer, (ii) the amount of the purchase or sale, (iii) the name of the broker or dealer, if any, through which the purchase or sale will be effected, (iv) the CUSIP number of the instrument, if any, and (v) such other information as Adviser may reasonably require for purposes of fulfilling its obligations to the Fund Corporation under the Advisory Agreement. Sub-Adviser will provide the services rendered by it under this Agreement in accordance with each Portfoliothe Fund’s investment objective, policies and restrictions as stated in such Portfoliothe Fund’s prospectuses prospectus and statements statement of additional information (as currently in effect and as they may be amended or supplemented from time to time), and the resolutions of the FundCorporation’s Board of TrusteesDirectors.

Services of Sub-Adviser. Subject to the succeeding provision of this section, the oversight and supervision of Adviser and the direction and control of the Fund’s 's Board of Trustees, Sub-Adviser will supervise perform certain of the day-to-day operations of the Portfolios and perform Portfolio which may include one or more of the following services: (i) act as investment adviser advisor for and manage the investment and reinvestment of those assets of the Portfolios Portfolio as Adviser may from time to time request and in connection therewith have complete discretion in purchasing and selling such securities and other assets for the Portfolios Portfolio and in voting, exercising consents and exercising all other rights appertaining to such securities and other assets on behalf of the PortfoliosPortfolio; (ii) provide investment research and credit analysis concerning the Portfolios’ Portfolio's fixed-income investments; (iii) assist Adviser in determining what portion of the Portfolios’ Portfolio's assets will be invested in cash and cash equivalents and money market instruments; (iv) place orders for all purchases and sales of the investments fixed-income investments, other than short-term cash equivalents made for the PortfoliosPortfolio; and (v) maintain the books and records as are required to support Fund operations (in conjunction with record-keeping and accounting functions performed by Adviser). At the request of Adviser, Sub-Adviser will also, subject to the oversight and supervision of Adviser and the direction and control of the Fund’s 's Board of Trustees, provide to Adviser or the Fund any of the facilities and equipment and perform any of the services described in Section 4 of the Advisory Agreement. In addition, Sub-Adviser will keep the Fund and Adviser informed of developments materially affecting the Portfolios Portfolio and shall, on its own initiative, furnish to the Fund from time to time whatever information Sub-Adviser believes appropriate for this purpose. Sub-Adviser will periodically communicate to Adviser, at such times as Adviser may direct, information concerning the purchase and sale of securities for the PortfoliosPortfolio, including (i) the name of the issuer, (ii) the amount of the purchase or sale, (iii) the name of the broker or dealer, if any, through which the purchase or sale will be effected, (iv) the CUSIP number of the instrument, if any, and (v) such other information as Adviser may reasonably require for purposes of fulfilling its obligations to the Fund under the Advisory Agreement. Sub-Adviser will provide the services rendered by it under this Agreement in accordance with each the Portfolio’s 's investment objective, policies and restrictions as stated in such the Portfolio’s prospectuses 's prospectus and statements statement of additional information (as currently in effect and as they may be amended or supplemented from time to time), and the resolutions of the Fund’s 's Board of Trustees.

Services of Sub-Adviser. Subject to the succeeding provisions of this section and the oversight and supervision of Adviser and the Fund’s 's Board of Trustees, Sub-Sub- Adviser will supervise perform certain of the day-to-day operations of the Portfolios and perform Portfolio which may include one or more of the following services: (i) act as investment adviser advisor for and manage the investment and reinvestment of those assets of the Portfolios Portfolio as Adviser may from time to time request and in connection therewith have complete discretion in purchasing and selling such securities and other assets for the Portfolios Portfolio and in voting, exercising consents and exercising all other rights appertaining to such securities and other assets on behalf of the PortfoliosPortfolio; (ii) provide investment research and credit analysis concerning the Portfolios’ Portfolio's fixed-income investments; (iii) assist Adviser in determining what portion of the Portfolios’ Portfolio's assets will be invested in cash and cash equivalents and money market instruments; (iv) place orders for all purchases and sales of the investments fixed-income investments, other than short-term cash equivalents made for the PortfoliosPortfolio; and (v) maintain the books and records as are required to support Fund operations (in conjunction with record-keeping and accounting functions performed by Adviser). At the request of Adviser, Sub-Adviser will also, subject to the oversight and supervision of Adviser and the direction and control of the Fund’s 's Board of Trustees, provide to Adviser or the Fund any of the facilities and equipment and perform any of the services described in Section 4 of the Advisory Agreement. In addition, Sub-Adviser will keep the Fund and Adviser informed of developments materially affecting the Portfolios Portfolio and shall, on its own initiative, furnish to the Fund from time to time whatever information Sub-Adviser believes appropriate for this purpose. Sub-Adviser will periodically communicate to Adviser, at such times as Adviser may direct, information concerning the purchase and sale of securities for the PortfoliosPortfolio, including (i) the name of the issuer, (ii) the amount of the purchase or sale, (iii) the name of the broker or dealer, if any, through which the purchase or sale will be effected, (iv) the CUSIP number of the instrument, if any, and (v) such other information as Adviser may reasonably require for purposes of fulfilling its obligations to the Fund under the Advisory Agreement. Sub-Sub- Adviser will provide the services rendered by it under this Agreement in accordance with each the Portfolio’s 's investment objective, policies and restrictions as stated in such the Portfolio’s prospectuses 's prospectus and statements statement of additional information (as currently in effect and as they may be amended or supplemented from time to time), and the resolutions of the Fund’s 's Board of Trustees.

Services of Sub-Adviser. Subject to the succeeding provision of this section, the oversight and supervision of Adviser and the direction and control of the Fund’s Board of Trustees, Sub-Adviser will supervise perform certain of the day-to-day operations of the Portfolios and perform which may include one or more of the following services: (i) act as investment adviser advisor for and manage the investment and reinvestment of those assets of the Portfolios as Adviser may from time to time request and in connection therewith have complete discretion in purchasing and selling such securities and other assets for the Portfolios and in voting, exercising consents and exercising all other rights appertaining to such securities and other assets on behalf of the Portfolios; (ii) provide investment research and credit analysis concerning the Portfolios’ each Portfolio’s fixed-income investments; (iii) assist Adviser in determining what portion of the Portfolios’ each Portfolio’s assets will be invested in cash and cash equivalents and money market instruments; (iv) place orders for all purchases and sales of the investments fixed-income investments, other than short-term cash equivalents made for the Portfolios; and (v) maintain the books and records as are required to support Fund operations (in conjunction with record-keeping and accounting functions performed by Adviser). At the request of Adviser, Sub-Adviser will also, subject to the oversight and supervision of Adviser and the direction and control of the Fund’s Board of Trustees, provide to Adviser or the Fund any of the facilities and equipment and perform any of the services described in Section 4 of the Advisory Agreement. In addition, Sub-Adviser will keep the Fund and Adviser informed of developments materially affecting the Portfolios and shall, on its own initiative, furnish to the Fund from time to time whatever information Sub-Adviser believes appropriate for this purpose. Sub-Adviser will periodically communicate to Adviser, at such times as Adviser may direct, information concerning the purchase and sale of securities for the Portfolios, including (i) the name of the issuer, (ii) the amount of the purchase or sale, (iii) the name of the broker or dealer, if any, through which the purchase or sale will be effected, (iv) the CUSIP number of the instrument, if any, and (v) such other information as Adviser may reasonably require for purposes of fulfilling its obligations to the Fund under the Advisory Agreement. Sub-Adviser will provide the services rendered by it under this Agreement in accordance with each Portfolio’s investment objective, policies and restrictions as stated in such the Portfolio’s prospectuses and statements of additional information (as currently in effect and as they may be amended or supplemented from time to time), and the resolutions of the Fund’s Board of Trustees.