Common use of Services of Sub-Adviser Clause in Contracts

Services of Sub-Adviser. In providing management services to the Fund, the Sub-Adviser will be subject to the investment objectives, policies and restrictions of the Trust as they apply to the Fund and as set forth in the Fund’s then current prospectus (“Prospectus”), statement of additional information (“Statement of Additional Information”) filed with the Securities and Exchange Commission (the “SEC”) as part of the Trust’s Registration Statement and Form 19b-4 application filed with the SEC, as the same may be periodically amended and provided to the Sub-Adviser by the Adviser, and to the investment restrictions set forth in the Act and the Rules thereunder, the supervision and control of the Trustees of the Trust (the “Trustees”), and instructions from the Adviser. The Sub-Adviser will not, without the Trust’s prior written approval, effect any transactions that would cause the Fund at the time of the transaction to be out of compliance with any of such restrictions or policies. The Sub-Adviser also will assist the Adviser and the Fund with certain operational services for the Fund including, without limitation, the following: (i) the preparation of tax returns; (ii) the preparation and submission of reports to existing shareholders; (iii) the periodic updating of the prospectus and statement of additional information; and (iv) the preparation of reports to be filed with the SEC and other regulatory authorities.

Services of Sub-Adviser. In providing management services to the Fund, the Sub-Adviser will be subject to the investment objectives, policies and restrictions of the Trust as they apply to the Fund and as set forth in the Fund’s then current prospectus (“Prospectus”), statement of additional information (“Statement of Additional Information”) filed with the Securities and Exchange Commission (the “SEC”) as part of the Trust’s Registration Statement and Form 19b-4 application filed with the SEC, as the same may be periodically amended and provided to the Sub-Adviser by the Adviser, and to the investment restrictions set forth in the Act and the Rules thereunder, the terms and conditions of the ETF exemptive order issued to the Adviser and the Trust, the supervision and control of the Trustees of the Trust (the “Trustees”), and instructions from the Adviser. The Sub-Adviser will not, without the Trust’s prior written approval, effect any transactions that would cause the Fund at the time of the transaction to be out of compliance with any of such restrictions or policies. The Sub-Adviser also will assist the Adviser and the Fund with certain operational services for the Fund including, without limitation, the following: (i) the preparation of tax returns; (ii) the preparation and submission of reports to existing shareholders; (iii) the periodic updating of the prospectus and statement of additional information; and (iv) the preparation of reports to be filed with the SEC and other regulatory authorities.