Common use of Services to be Performed Clause in Contracts

Services to be Performed. For the duration of this Agreement, Authorized Firm agrees to use its best efforts, subject to applicable legal and contractual restrictions and in compliance with the procedures described in the prospectus(es) and statement(s) of additional information of the Portfolios, including any supplements or amendments thereto and any summary prospectus(es), as from time to time in effect (collectively, the “Prospectus”), to provide in respect of investors investing in shares of the Portfolios certain administrative, recordkeeping and/or investor services which may include but are not necessarily limited to: teleservicing support in connection with Portfolios; delivery of current Prospectuses, reports, notices, proxies and proxy statements and other informational materials; facilitation of the tabulation of investors’ votes in the event of a Trust shareholder vote; receiving, tabulating and transmitting proxies executed by or on behalf of investors; maintenance of investor records reflecting shares purchased and redeemed and share balances, and the conveyance of that information to the applicable Trust or Pacific Investment Management Company LLC (the administrator of the Portfolios) as may be reasonably requested; provision of support services, including providing information about the Trusts and their Portfolios and answering questions concerning the Trusts and their Portfolios, including questions respecting investors’ interests in one or more Portfolios; provision and administration of insurance features for the benefit of investors in connection with the Portfolios, which may include fund transfers, dollar cost averaging, asset allocation, portfolio rebalancing, earnings sweep, and pre-authorized deposits and withdrawals; receiving, aggregating and forwarding purchase and redemption orders; acting as the nominee for investors; maintaining account records and providing investors with account statements; processing dividend payments; issuing investor reports and transaction confirmations; providing subaccounting services; general account administration activities; and providing such similar services as the Trusts may reasonably request to the extent the Authorized Firm is permitted to do so under applicable statutes, rules or regulation.

Services to be Performed. For the duration of this Agreement, Authorized Firm agrees to use its best efforts, subject to applicable legal and contractual restrictions and in compliance with the procedures described in the prospectus(es) and statement(s) of additional information of the Portfolios, including any supplements or amendments thereto and any summary prospectus(es), as from time to time in effect (collectively, the “Prospectus”), to provide in respect of investors investing in shares of the Portfolios certain administrative, recordkeeping and/or investor services which may include but are not necessarily limited to: teleservicing support in connection with Portfolios; delivery of current Prospectuses, reports, notices, proxies and proxy statements and other informational materials; facilitation of the tabulation of investors’ votes in the event of a Trust shareholder vote; receiving, tabulating and transmitting proxies executed by or on behalf of investors; maintenance of investor records reflecting shares purchased and redeemed and share balances, and the conveyance of that information to the applicable Trust or Pacific Investment Management Company LLC (the administrator of the Portfolios) as may be reasonably requested; provision of support services, including providing information about the Trusts Trust and their its Portfolios and answering questions concerning the Trusts Trust and their its Portfolios, including questions respecting investors’ interests in one or more Portfolios; provision and administration of insurance features for the benefit of investors in connection with the Portfolios, which may include fund transfers, dollar cost averaging, asset allocation, portfolio rebalancing, earnings sweep, and pre-authorized deposits and withdrawals; receiving, aggregating and forwarding purchase and redemption orders; acting as the nominee for investors; maintaining account records and providing investors with account statements; processing dividend payments; issuing investor reports and transaction confirmations; providing subaccounting services; general account administration activities; and providing such similar services as the Trusts Trust may reasonably request to the extent the Authorized Firm is permitted to do so under applicable statutes, rules or regulation.

Services to be Performed. For the duration of this Agreement, Authorized Firm agrees to use its best efforts, subject to applicable legal and contractual restrictions and in compliance with the procedures described in the prospectus(es) and statement(s) of additional information of the Portfolios, including any supplements or amendments thereto and any summary prospectus(es), Portfolios as from time to time in effect (collectively, the “"Prospectus”"), to provide in respect of investors investing in shares of the Portfolios certain administrative, recordkeeping and/or investor services which may include but are not necessarily limited toPortfolios: teleservicing support in connection with Portfolios; delivery of current ProspectusesTrust prospectuses, reports, notices, proxies and proxy statements and other informational materials; facilitation of the tabulation of investors’ ' votes in the event of a Trust shareholder vote; receiving, tabulating and transmitting proxies executed by or on behalf of investors; maintenance of investor records reflecting shares purchased and redeemed and share balances, and the conveyance of that information to the applicable Trust or Pacific Investment Management Company LLC (the administrator of the Portfolios) as may be reasonably requested; provision of support services, including providing information about the Trusts Trust and their its Portfolios and answering questions concerning the Trusts Trust and their its Portfolios, including questions respecting investors’ ' interests in one or more Portfolios; provision and administration of insurance features for the benefit of investors in connection with the Portfolios, which may include fund transfers, dollar cost averaging, asset allocation, portfolio rebalancing, earnings sweep, and pre-authorized deposits and withdrawals; receiving, aggregating and forwarding purchase and redemption orders; acting as the nominee for investors; maintaining account records and providing investors with account statements; processing dividend payments; issuing investor reports and transaction confirmations; providing subaccounting services; general account administration activities; and providing such similar services as the Trusts Trust may reasonably request to the extent the Authorized Firm is permitted to do so under applicable statutes, rules or regulation.

Services to be Performed. For the duration of this Agreement, Authorized Firm the Company agrees to use its best efforts, subject to applicable legal and contractual restrictions and in compliance with the procedures described in the prospectus(es) and statement(s) of additional information of the Portfolios, including any supplements or amendments thereto and any summary prospectus(es), as from time to time in effect (collectively, the “Prospectus”), to provide in respect of investors investing in Class M shares of the Portfolios certain administrative, recordkeeping and/or investor services which may include but are not necessarily limited to: teleservicing support in connection with Portfolios; delivery of current Prospectuses, reports, notices, proxies and proxy statements and other informational materials; facilitation of the tabulation of investors’ votes in the event of a Trust shareholder vote; receiving, tabulating and transmitting proxies executed by or on behalf of investors; maintenance of investor records reflecting shares purchased and redeemed and share balances, and the conveyance of that information to the applicable Trust or Pacific Investment Management Company LLC (the administrator of the Portfolios) as may be reasonably requested; provision of support services, including providing information about the Trusts Trust and their its Portfolios and answering questions concerning the Trusts Trust and their its Portfolios, including questions respecting investors’ interests in one or more Portfolios; provision and administration of insurance features for the benefit of investors in connection with the Portfolios, which may include fund transfers, dollar cost averaging, asset allocation, portfolio rebalancing, earnings sweep, and pre-authorized deposits and withdrawals; receiving, aggregating and forwarding purchase and redemption orders; acting as the nominee for investors; maintaining account records and providing investors with account statements; processing dividend payments; issuing investor reports and transaction confirmations; providing subaccounting services; general account administration activities; and providing such similar services as the Trusts Trust may reasonably request to the extent the Authorized Firm Company is permitted to do so under applicable statutes, rules or regulation.

Services to be Performed. For the duration of this Agreement, Authorized Firm ETAM agrees to use its best efforts, subject to applicable legal and contractual restrictions and in compliance with the procedures described in the prospectus(es) and statement(s) of additional information of the Portfolios, including any supplements or amendments thereto and any summary prospectus(es), Portfolios as from time to time in effect (collectively, the “"Prospectus”"), to provide in respect of investors investing in shares of the Portfolios certain administrative, recordkeeping and/or investor the following services: (a) Support services which may include but are not necessarily limited to: teleservicing support in connection with Portfolios; delivery of current Prospectuses, reports, notices, proxies and proxy statements and other informational materials; facilitation of the tabulation of investors’ votes in the event of a Trust shareholder vote; receiving, tabulating and transmitting proxies executed by or on behalf of investors; maintenance of investor records reflecting shares purchased and redeemed and share balances, and the conveyance of that information to the applicable Trust or Pacific Investment Management Company LLC (the administrator of the Portfolios) as may be reasonably requested; provision of support services, including providing information about the Trusts and their Portfolios and answering questions concerning the Trusts and their Portfolios, including questions respecting investors’ interests in one or more Portfolios; provision and administration of insurance features for the benefit of investors in connection with investments in the PortfoliosShares of a Portfolio, which services may include fund transfersinclude, dollar cost averaging, asset allocation, portfolio rebalancing, earnings sweep, and pre-authorized deposits and withdrawals; but are not limited to: receiving, aggregating and forwarding processing purchase and redemption orders; arranging for the wiring of funds; providing and maintaining retirement plan records; communicating periodically with investors or shareholders and answering questions and handling correspondence from investors or shareholders about their accounts; acting as the sole shareholder of record and nominee for investorsshareholders; maintaining account records and providing investors beneficial owners with account statements; processing dividend subaccounting services for payments; issuing investor shareholder reports and transaction confirmations; integrating periodic statements with other shareholder transactions; providing subaccounting servicesservices for payments; providing subaccounting services for Portfolio shares held beneficially; forwarding shareholder communications to beneficial owners; general account administration activities; and providing such other similar services as the Trusts Trust may reasonably request to the extent the Authorized Firm ETAM is permitted to do so under applicable statutes, rules rules, or regulationregulations. Overhead and other expenses of ETAM related to its "service activities," including telephone and other communications expenses, may be included in the information regarding amounts expended for such activities. (b) ETAM will provide such office space and equipment, telephone facilities, and personnel (which may be any part of the space, equipment, and facilities currently used in ETAM's business, or any personnel employed by ETAM) as may be reasonably necessary or beneficial in order to provide such support services with respect to a Portfolio's Shares.

Services to be Performed. For the duration of this Agreement, Authorized Firm agrees to use its best efforts, subject to applicable legal and contractual restrictions and in compliance with the procedures described in the prospectus(es) and statement(s) of additional information of the Portfolios, including any supplements or amendments thereto and any summary prospectus(es), Portfolios as from time to time in effect (collectively, the “Prospectus”), to provide in respect of investors investing in shares of the Portfolios certain administrative, recordkeeping and/or investor services which may include but are not necessarily limited toPortfolios: teleservicing support in connection with Portfolios; delivery of current ProspectusesTrust prospectuses, reports, notices, proxies and proxy statements and other informational materials; facilitation of the tabulation of investors’ votes in the event of a Trust shareholder vote; receiving, tabulating and transmitting proxies executed by or on behalf of investors; maintenance of investor records reflecting shares purchased and redeemed and share balances, and the conveyance of that information to the applicable Trust or Pacific Investment Management Company LLC (the administrator of the Portfolios) as may be reasonably requested; provision of support services, including providing information about the Trusts Trust and their its Portfolios and answering questions concerning the Trusts Trust and their its Portfolios, including questions respecting investors’ interests in one or more Portfolios; provision and administration of insurance features for the benefit of investors in connection with the Portfolios, which may include fund transfers, dollar cost averaging, asset allocation, portfolio rebalancing, earnings sweep, and pre-authorized deposits and withdrawals; receiving, aggregating and forwarding purchase and redemption orders; acting as the nominee for investors; maintaining account records and providing investors with account statements; processing dividend payments; issuing investor reports and transaction confirmations; providing subaccounting services; general account administration activities; and providing such similar services as the Trusts Trust may reasonably request to the extent the Authorized Firm is permitted to do so under applicable statutes, rules or regulation.

Services to be Performed. For the duration of this Agreement, ------------------------ Authorized Firm agrees to use its best efforts, subject to applicable legal and contractual restrictions and in compliance with the procedures described in the prospectus(es) and statement(s) of additional information of the Portfolios, including any supplements or amendments thereto and any summary prospectus(es), Portfolios as from time to time in effect (collectively, the “"Prospectus”"), to provide in respect of investors investing in shares of the Portfolios certain administrative, recordkeeping and/or investor services which may include but are not necessarily limited toPortfolios: teleservicing support in connection with Portfolios; delivery of current ProspectusesTrust prospectuses, reports, notices, proxies and proxy statements and other informational materials; facilitation of the tabulation of investors’ ' votes in the event of a Trust shareholder vote; receiving, tabulating and transmitting proxies executed by or on behalf of investors; maintenance of investor records reflecting shares purchased and redeemed and share balances, and the conveyance of that information to the applicable Trust or Pacific Investment Management Company LLC (the administrator of the Portfolios) as may be reasonably requested; provision of support services, including providing information about the Trusts Trust and their its Portfolios and answering questions concerning the Trusts Trust and their its Portfolios, including questions respecting investors’ ' interests in one or more Portfolios; provision and administration of insurance features for the benefit of investors in connection with the Portfolios, which may include fund transfers, dollar cost averaging, asset allocation, portfolio rebalancing, earnings sweep, and pre-authorized deposits and withdrawals; receiving, aggregating and forwarding purchase and redemption orders; acting as the nominee for investors; maintaining account records and providing investors with account statements; processing dividend payments; issuing investor reports and transaction confirmations; providing subaccounting services; general account administration activities; and providing such similar services as the Trusts Trust may reasonably request to the extent the Authorized Firm is permitted to do so under applicable statutes, rules or regulation.

Services to be Performed. For the duration of this Agreement, Authorized Firm agrees to use its best efforts, subject to applicable legal and contractual restrictions and in compliance with the procedures described in the prospectus(es) and statement(s) of additional information of the Portfolios, including any supplements or amendments thereto and any summary prospectus(es), Portfolios as from time to time in effect (collectively, the “Prospectus”), to provide in respect of investors investing in shares of the Portfolios certain administrative, recordkeeping and/or investor services which may include but are not necessarily limited toPortfolios: teleservicing support in connection with Portfolios; delivery of current ProspectusesTrust prospectuses, reports, notices, proxies and proxy statements and other informational materials; facilitation of the tabulation of investors’ votes in the event of a Trust shareholder vote; receiving, tabulating and transmitting proxies executed by or on behalf of investors; maintenance of investor records reflecting shares purchased and redeemed and share balances, and the conveyance of that information to the applicable Trust or Pacific Investment Management Company LLC (the administrator of the Portfolios) as may be reasonably requested; provision of support services, including providing information about the Trusts Trust and their its Portfolios and answering questions concerning the Trusts Trust and their its Portfolios, including questions respecting investors’ interests in one or more Portfolios; provision and administration of insurance features for the benefit of investors in connection with the Portfolios, which may include fund transfers, dollar cost averaging, asset allocation, portfolio rebalancing, earnings sweep, and pre-authorized deposits and withdrawals; receiving, aggregating and forwarding purchase and redemption orders; acting as the nominee for investors; maintaining account records and providing investors with account statements; processing dividend payments; issuing investor reports and transaction confirmations; providing subaccounting services; general account administration activities; and providing such similar services as the Trusts Trust may reasonably request to the extent the Authorized Firm is permitted to do so under applicable statutes, rules or regulation.

Services to be Performed. For (a) Subject always to the duration supervision of the Trust’s Board of Trustees (the “Board of Trustees” or the “Board”) and the Manager, the Sub-Adviser will act as sub-adviser for, and manage on a discretionary basis the investment and reinvestment of the assets of each Fund, furnish an investment program in respect of, make investment decisions for, and place all orders for the purchase and sale of securities and other assets for each Fund’s investment portfolio, all on behalf of such Fund and also as described in the Fund’s most current effective registration statement on Form N-1A, or any successor form thereto, and as the same may thereafter be amended from time to time. The Sub-Adviser will be responsible for the investment of assets of each Fund for management under this Agreement, Authorized Firm agrees plus all investments, reinvestments and proceeds of the sale thereof, including, without limitation, all interest, dividends and appreciation on investments, less depreciation thereof and withdrawals by the Manager therefrom. In the performance of its duties with regard to use its best effortsthe assets managed, subject the Sub-Adviser will (a) satisfy any applicable fiduciary duties it may have to applicable legal and contractual restrictions and in compliance each Fund, (b) monitor each Fund’s investments or other instruments, (c) comply with the procedures described in the prospectus(es) and statement(s) of additional information provisions of the Portfolios, including any supplements or amendments thereto Trust’s Declaration of Trust and any summary prospectus(es)By-laws, as amended from time to time and communicated by a Fund or the Manager to the Sub-Adviser, (d) comply with (i) the respective investment objective(s), policies and restrictions stated in effect the applicable Fund’s most recently effective prospectus and statement of additional information, (collectivelyii) such other investment objectives, policies, restrictions or instructions as the Manager or the Trust’s Board of Trustees may communicate to the Sub-Adviser in writing, and (iii) any changes to the objectives, policies, restrictions or instructions required under the foregoing (i) and (ii) as communicated to the Sub-Adviser in writing and (e) assist in the valuation of portfolio assets held by each Fund as requested by the Manager or the respective Fund, with the understanding that ultimate responsibility for determining the valuation of portfolio assets shall rest solely with Manager and/or Fund based on their own determinations. The Sub-Adviser and the Manager will each make its officers and employees available to the other from time to time at reasonable times to review the investment objectives, policies and restrictions of the Funds and to consult with each other regarding the investment affairs of the Funds. Each Fund or the Manager will provide the Sub-Adviser with current copies of the Trust’s Declaration of Trust, the “Prospectus”)Trust’s By-laws, and any Fund objectives, policies or limitations not appearing in such Fund’s prospectus or statement of additional information as they may be relevant to provide the Sub-Adviser’s performance under this Agreement. Each Fund’s prospectus, each Fund’s statement of additional information and any amendments thereto are made available on such Fund’s public website. (b) Unless otherwise advised by the Manager or the Trust’s Board of Trustees, the Sub-Adviser is responsible for voting in respect of investors investing securities held in shares a Fund’s portfolio and will exercise or not exercise a right to vote in accordance with the Sub-Adviser’s proxy voting policy, a copy of which has been provided to the Portfolios certain administrative, recordkeeping and/or investor services which may include but are not necessarily limited to: teleservicing support in connection with Portfolios; delivery Manager. The Sub-Adviser shall promptly notify the Manager and the Funds of current Prospectuses, reports, notices, proxies and proxy statements and other informational materials; facilitation of the tabulation of investors’ votes any material change in the event of a Trust shareholder vote; receiving, tabulating and transmitting proxies executed by or voting policy. The Sub-Adviser is permitted to represent any holdings on behalf of investors; maintenance a Fund at any ordinary or special meeting of investor records reflecting shares purchased shareholders and redeemed and share balanceshas the right to exercise any voting rights or any other similar or connected rights. (c) The Sub-Adviser is authorized to select, in consultation with the Manager, and enter into agreements with, the conveyance brokers, dealers, futures commission merchants, banks or any other agent or counterparty that will execute the purchases and sales of portfolio investments for the Funds, and is directed to use its commercially reasonable efforts to obtain best execution, which includes most favorable net results and execution of each Fund’s orders, taking into account all appropriate factors, including among other things, price, dealer spread or commission, size and difficulty of the transaction and research or other services provided. Subject to approval by the Board of Trustees and compliance with the policies and procedures adopted by the Board of Trustees for the respective Fund and to the extent permitted by and in conformance with applicable law (including, Rule 17e-1 under the 1940 Act), the Sub-Adviser may select brokers or dealers affiliated with the Sub-Adviser. It is understood that the Sub-Adviser will not be deemed to have acted unlawfully, or to have breached a fiduciary duty to the Trust or the Funds, or be in breach of any obligation owing to the Trust or the Funds under this Agreement, or otherwise, solely by reason of its having caused a Fund to pay a member of a securities exchange, a broker or a dealer a commission for effecting a securities transaction for the Fund in excess of the amount of commission another member of an exchange, broker or dealer would have charged if the Sub-Adviser determined in good faith that the commission paid was reasonable in relation to the brokerage or research services provided by such member, broker or dealer, viewed in terms of that information particular transaction or the Sub-Adviser’s overall responsibilities with respect to its accounts, including the Fund, as to which it exercises investment discretion. In addition, the Sub-Adviser may, to the extent permitted by applicable Trust law, aggregate purchase and sale orders of securities or Pacific Investment Management Company LLC (other instruments placed with respect to the administrator assets of a Fund with similar orders being made simultaneously for other accounts managed by the Sub-Adviser or its affiliates, if in the Sub-Adviser’s reasonable judgment such aggregation shall result in an overall economic benefit to such Fund, taking into consideration the selling or purchase price, brokerage commissions and other expenses. In the event that a purchase or sale of an asset of a Fund occurs as part of any aggregate sale or purchase orders, the objective of the Portfolios) Sub-Adviser and any of its affiliates involved in such transaction shall be to allocate the assets so purchased or sold, as well as expenses incurred in the transaction, among such Fund and other accounts in a fair and equitable manner. Nevertheless, the Funds and the Manager acknowledge that under some circumstances, such allocation may adversely affect a Fund with respect to, among other things, the price or size of the assets obtainable or salable. Whenever a Fund and one or more other investment advisory clients of the Sub-Adviser have available funds for investment, investments suitable and appropriate for each will be reasonably requested; provision of support servicesallocated in a manner believed by the Sub-Adviser to be equitable to each, including providing information about the Trusts and their Portfolios and answering questions concerning the Trusts and their Portfolios, including questions respecting investors’ interests although such allocation may result in a delay in one or more Portfolios; provision client accounts being, or the inability of one or more accounts to be, fully invested that would not occur if such an allocation were not made. Moreover, it is possible that due to differing investment objectives or for other reasons, the Sub-Adviser and administration its affiliates may purchase securities or other instruments of insurance features an issuer for one client and at approximately the same time recommend selling or sell the same or similar types of securities, assets or instruments for another client. The Sub-Adviser will not arrange purchases or sales of securities or other assets between any Fund and other accounts advised by the Sub-Adviser or its affiliates unless (a) such purchases or sales are in accordance with applicable law (including if applicable Rule 17a-7 under the 1000 Xxx) and the Fund’s policies and procedures, (b) the Sub-Adviser determines the purchase or sale is in the best interests of the Fund, and (c) the Board of Trustees has approved these types of transactions. A Fund may adopt policies and procedures that modify or restrict the Sub-Adviser’s authority regarding the execution of such Fund’s portfolio transactions provided herein. The Manager agrees to notify the Sub-Adviser promptly of any such changes to policies and procedures in writing. (d) For purposes of complying with Rule 10f-3, Rule 12d3-1, Rule 17a-10 and Rule 17e-1 under the 1940 Act, the Sub-Adviser hereby agrees that it will not consult with any other sub-adviser of an investment company or a series of an investment company that is advised by the Manager (the “First Trust Fund Complex”) or an affiliated person of a sub-adviser (including any sub-adviser that is a principal underwriter or an affiliated person of such principal underwriter), concerning transactions for the benefit Fund or any fund in the First Trust Fund Complex in securities or other fund assets. In addition, with respect to a fund in the First Trust Fund Complex with multiple sub-advisers, the Sub-Adviser shall be limited to providing investment advice with respect to only the discrete portion of investors in connection a fund’s portfolio as may be determined from time-to-time by the Board of Trustees or the Manager, and shall not consult with the Portfoliossub-adviser (including any sub-adviser that is a principal underwriter or an affiliated person of such principal underwriter) as to any other portion of a fund’s portfolio concerning transactions for a fund in securities or other assets. Notwithstanding the foregoing, which the provisions in this paragraph do not apply to the consultations between the Sub-Adviser and any sub-adviser retained by the Sub-Adviser pursuant to Section 4 hereof. (e) The Sub-Adviser will communicate to the officers and Trustees of the Trust such information relating to transactions for the Fund, as they may include fund transfersreasonably request. In no instance will any Fund’s portfolio assets be purchased from or sold to the Manager, dollar cost averagingthe Sub-Adviser or any affiliated person of either the Trust, asset allocationthe Manager, portfolio rebalancingor the Sub-Adviser, earnings sweepexcept as may be permitted under the 1940 Act, and preunder no circumstances will the Sub-authorized deposits Adviser select brokers or dealers for Fund transactions on the basis of Fund share sales by such brokers or dealers. (f) The Sub-Adviser further agrees that it: (i) will use the same degree of skill and withdrawals; receivingcare in providing such services as it uses in providing services to other fiduciary accounts for which it has investment responsibilities; (ii) will (A) conform in all material respects to all applicable rules and regulations of the SEC, aggregating the Commodity Futures Trading Commission and forwarding purchase any other applicable regulatory authority, (B) comply in all material respects with all policies and redemption orders; acting procedures adopted by the Board of Trustees for the Funds and communicated to the Sub-Adviser in writing, and (C) conduct its activities under this Agreement in all material respects in accordance with any applicable law and regulations of any governmental authority pertaining to its investment advisory activities and commodity trading advisory activities; (iii) will report to the Manager and to the Board of Trustees on a quarterly basis and will make appropriate persons available for the purpose of reviewing with representatives of the Manager and the Board of Trustees on a regular basis at such times as the nominee for investors; maintaining account records and providing investors with account statements; processing dividend payments; issuing investor reports and transaction confirmations; providing subaccounting services; general account administration activities; and providing such similar services as Manager or the Trusts Board of Trustees may reasonably request in writing regarding the management of the Funds, including, without limitation, review of the general investment strategies of the Funds, the performance of the Funds’ investment portfolios in relation to relevant standard industry indices and general conditions affecting the marketplace and will provide various other reports from time to time as reasonably requested by the Manager or the Board of Trustees; (iv) will prepare and maintain such books and records with respect to each Fund’s assets and other transactions for each Fund’s investment portfolio as required for registered investment advisers performing such services under applicable law, the Funds’ compliance policies and procedures or as otherwise requested by the Manager or the Board of Trustees and will prepare and furnish the Manager and the Board of Trustees such periodic and special reports as the Board or the Manager may request. Such records shall be open to inspection at all reasonable times by the Manager or the Funds and any appropriate regulatory authorities. The Sub-Adviser further agrees that all records that it maintains for a Fund are the property of the respective Fund and the Sub-Adviser will surrender promptly to such Fund any such records upon the request of the Manager or such Fund (provided, however, that the Sub-Adviser shall be permitted to retain copies thereof); and shall be permitted to retain originals (with copies to the relevant Fund) to the extent required under Rule 204-2 under the Authorized Firm is permitted Investment Advisers Act of 1940, as amended, or other applicable law; and (v) will monitor the pricing of portfolio assets, and events relating to do so under applicable statutesthe issuers of those assets and the markets in which the securities or other assets trade in the ordinary course of managing the portfolio investments of the Funds, rules and will notify the Manager promptly of any issuer-specific or regulationmarket events or other situations that occur (particularly those that may occur after the close of a foreign market in which the investments may primarily trade but before the time at which the respective Fund’s investments are priced on a given day) that may materially impact the pricing of one or more securities or other assets in the Fund’s portfolio. In addition, the Sub-Adviser will at the Manager’s request assist the Manager in evaluating the impact that such an event may have on the net asset value of the Fund and in determining a recommended fair value of the affected investment or investments, with the understanding that ultimate responsibility for determining the valuation of portfolio assets shall rest solely with Manager and/or Fund.

Services to be Performed. For the duration of this Agreement, Authorized Firm agrees to use its best efforts, subject to applicable legal and contractual restrictions and in compliance with the procedures described in the prospectus(es) and statement(s) of additional information of the Portfolios, including any supplements or amendments thereto and any summary prospectus(es), Portfolios as from time to time in effect (collectively, the “"Prospectus”"), to provide in respect of investors customers investing in an interest in shares of the Portfolios certain administrative, recordkeeping and/or investor services which may include but are not necessarily limited toPortfolios: teleservicing support in connection with Portfolios; delivery of current ProspectusesTrust prospectuses, reports, notices, proxies and proxy statements and other informational materials; facilitation of the tabulation of investors’ ' votes in the event of a Trust shareholder vote; receiving, tabulating and transmitting proxies executed by or on behalf of investorscustomers; maintenance of investor customer records reflecting shares purchased and redeemed and share balances, and the conveyance of that information to the applicable Trust or Pacific Investment Management Company LLC (the administrator of the Portfolios) as may be reasonably requested; provision of support services, including providing information about the Trusts Trust and their its Portfolios and answering questions concerning the Trusts Trust and their its Portfolios, including questions respecting investors’ customers' interests in one or more Portfolios; provision and administration of insurance features for the benefit of investors customers in connection with the Portfolios, which may include fund transfers, dollar cost averaging, asset allocation, portfolio rebalancing, earnings sweep, and pre-authorized deposits and withdrawals; receiving, aggregating and forwarding purchase and redemption orders; acting as the nominee for investorscustomers; maintaining account records and providing investors customers with account statements; processing dividend payments; issuing investor customer reports and transaction confirmations; providing subaccounting services; general account administration activities; and providing such similar services as the Trusts Trust may reasonably request to the extent the Authorized Firm is permitted to do so under applicable statutes, rules or regulation.

Services to be Performed. For (a) Subject always to the duration supervision of the Trust’s Board of Trustees (the “Board of Trustees” or the “Board”) and the Manager, the Sub-Adviser will act as sub-adviser for, and manage on a discretionary basis the investment and reinvestment of the assets of each Fund, furnish an investment program in respect of, make investment decisions for, and place all orders for the purchase and sale of securities and other assets for each Fund’s investment portfolio, all on behalf of such Fund and also as described in the Fund’s most current effective registration statement on Form N-1A, or any successor form thereto, and as the same may thereafter be amended from time to time. The Sub-Adviser will be responsible for the investment of assets of each Fund for management under this Agreement, Authorized Firm agrees plus all investments, reinvestments and proceeds of the sale thereof, including, without limitation, all interest, dividends and appreciation on investments, less depreciation thereof and withdrawals by the Manager therefrom. In the performance of its duties with regard to use its best effortsthe assets managed, subject the Sub-Adviser will (a) satisfy any applicable fiduciary duties it may have to applicable legal and contractual restrictions and in compliance each Fund, (b) monitor each Fund’s investments or other instruments, (c) comply with the procedures described in the prospectus(es) and statement(s) of additional information provisions of the Portfolios, including any supplements or amendments thereto Trust’s Declaration of Trust and any summary prospectus(es)By-laws, as amended from time to time and communicated by a Fund or the Manager to the Sub-Adviser, (d) comply with (i) the respective investment objective(s), policies and restrictions stated in effect the applicable Fund’s most recently effective prospectus and statement of additional information, (collectivelyii) such other investment objectives, policies, restrictions or instructions as the Manager or the Trust’s Board of Trustees may communicate to the Sub-Adviser in writing, and (iii) any changes to the objectives, policies, restrictions or instructions required under the foregoing (i) and (ii) as communicated to the Sub-Adviser in writing and (e) assist in the valuation of portfolio assets held by each Fund as requested by the Manager or the respective Fund, with the understanding that ultimate responsibility for determining the valuation of portfolio assets shall rest solely with Manager and/or Fund based on their own determinations. The Sub-Adviser and the Manager will each make its officers and employees available to the other from time to time at reasonable times to review the investment objectives, policies and restrictions of the Funds and to consult with each other regarding the investment affairs of the Funds. Each Fund or the Manager will provide the Sub-Adviser with current copies of the Trust’s Declaration of Trust, the “Prospectus”)Trust’s By-laws, and any Fund objectives, policies or limitations not appearing in such Fund’s prospectus or statement of additional information as they may be relevant to provide the Sub-Adviser’s performance under this Agreement. Each Fund’s prospectus, each Fund’s statement of additional information and any amendments thereto are made available on such Fund’s public website. (b) Unless otherwise advised by the Manager or the Trust’s Board of Trustees, the Sub-Adviser is responsible for voting in respect of investors investing securities held in shares a Fund’s portfolio and will exercise or not exercise a right to vote in accordance with the Sub-Adviser’s proxy voting policy, a copy of which has been provided to the Portfolios certain administrative, recordkeeping and/or investor services which may include but are not necessarily limited to: teleservicing support in connection with Portfolios; delivery Manager. The Sub-Adviser shall promptly notify the Manager and the Funds of current Prospectuses, reports, notices, proxies and proxy statements and other informational materials; facilitation of the tabulation of investors’ votes any material change in the event of a Trust shareholder vote; receiving, tabulating and transmitting proxies executed by or voting policy. The Sub-Adviser is permitted to represent any holdings on behalf of investors; maintenance a Fund at any ordinary or special meeting of investor records reflecting shares purchased shareholders and redeemed and share balanceshas the right to exercise any voting rights or any other similar or connected rights. (c) The Sub-Adviser is authorized to select, in consultation with the Manager, and enter into agreements with, the conveyance brokers, dealers, futures commission merchants, banks or any other agent or counterparty that will execute the purchases and sales of portfolio investments for the Funds, and is directed to use its commercially reasonable efforts to obtain best execution, which includes most favorable net results and execution of each Fund’s orders, taking into account all appropriate factors, including among other things, price, dealer spread or commission, size and difficulty of the transaction and research or other services provided. Subject to approval by the Board of Trustees and compliance with the policies and procedures adopted by the Board of Trustees for the respective Fund and to the extent permitted by and in conformance with applicable law (including, Rule 17e-1 under the 1940 Act), the Sub-Adviser may select brokers or dealers affiliated with the Sub-Adviser. It is understood that the Sub-Adviser will not be deemed to have acted unlawfully, or to have breached a fiduciary duty to the Trust or the Funds, or be in breach of any obligation owing to the Trust or the Funds under this Agreement, or otherwise, solely by reason of its having caused a Fund to pay a member of a securities exchange, a broker or a dealer a commission for effecting a securities transaction for the Fund in excess of the amount of commission another member of an exchange, broker or dealer would have charged if the Sub-Adviser determined in good faith that the commission paid was reasonable in relation to the brokerage or research services provided by such member, broker or dealer, viewed in terms of that information particular transaction or the Sub-Adviser’s overall responsibilities with respect to its accounts, including the Fund, as to which it exercises investment discretion. In addition, the Sub-Adviser may, to the extent permitted by applicable Trust law, aggregate purchase and sale orders of securities or Pacific Investment Management Company LLC (other instruments placed with respect to the administrator assets of a Fund with similar orders being made simultaneously for other accounts managed by the Sub-Adviser or its affiliates, if in the Sub-Adviser’s reasonable judgment such aggregation shall result in an overall economic benefit to such Fund, taking into consideration the selling or purchase price, brokerage commissions and other expenses. In the event that a purchase or sale of an asset of a Fund occurs as part of any aggregate sale or purchase orders, the objective of the Portfolios) Sub-Adviser and any of its affiliates involved in such transaction shall be to allocate the assets so purchased or sold, as well as expenses incurred in the transaction, among such Fund and other accounts in a fair and equitable manner. Nevertheless, the Funds and the Manager acknowledge that under some circumstances, such allocation may adversely affect a Fund with respect to, among other things, the price or size of the assets obtainable or salable. Whenever a Fund and one or more other investment advisory clients of the Sub-Adviser have available funds for investment, investments suitable and appropriate for each will be reasonably requested; provision of support servicesallocated in a manner believed by the Sub-Adviser to be equitable to each, including providing information about the Trusts and their Portfolios and answering questions concerning the Trusts and their Portfolios, including questions respecting investors’ interests although such allocation may result in a delay in one or more Portfolios; provision client accounts being, or the inability of one or more accounts to be, fully invested that would not occur if such an allocation were not made. Moreover, it is possible that due to differing investment objectives or for other reasons, the Sub-Adviser and administration its affiliates may purchase securities or other instruments of insurance features an issuer for one client and at approximately the same time recommend selling or sell the same or similar types of securities, assets or instruments for another client. The Sub-Adviser will not arrange purchases or sales of securities or other assets between any Fund and other accounts advised by the Sub-Adviser or its affiliates unless (a) such purchases or sales are in accordance with applicable law (including if applicable Rule 17a-7 under the 1940 Act) and the Fund’s policies and procedures, (b) the Sub-Adviser determines the purchase or sale is in the best interests of the Fund, and (c) the Board of Trustees has approved these types of transactions. A Fund may adopt policies and procedures that modify or restrict the Sub-Adviser’s authority regarding the execution of such Fund’s portfolio transactions provided herein. The Manager agrees to notify the Sub-Adviser promptly of any such changes to policies and procedures in writing. (d) For purposes of complying with Rule 10f-3, Rule 12d3-1, Rule 17a-10 and Rule 17e-1 under the 1940 Act, the Sub-Adviser hereby agrees that it will not consult with any other sub-adviser of an investment company or a series of an investment company that is advised by the Manager (the “First Trust Fund Complex”) or an affiliated person of a sub-adviser (including any sub-adviser that is a principal underwriter or an affiliated person of such principal underwriter), concerning transactions for the benefit Fund or any fund in the First Trust Fund Complex in securities or other fund assets. In addition, with respect to a fund in the First Trust Fund Complex with multiple sub-advisers, the Sub-Adviser shall be limited to providing investment advice with respect to only the discrete portion of investors in connection a fund’s portfolio as may be determined from time-to-time by the Board of Trustees or the Manager, and shall not consult with the Portfoliossub-adviser (including any sub-adviser that is a principal underwriter or an affiliated person of such principal underwriter) as to any other portion of a fund’s portfolio concerning transactions for a fund in securities or other assets. Notwithstanding the foregoing, which the provisions in this paragraph do not apply to the consultations between the Sub-Adviser and any sub-adviser retained by the Sub-Adviser pursuant to Section 4 hereof. (e) The Sub-Adviser will communicate to the officers and Trustees of the Trust such information relating to transactions for the Fund, as they may include fund transfersreasonably request. In no instance will any Fund’s portfolio assets be purchased from or sold to the Manager, dollar cost averagingthe Sub-Adviser or any affiliated person of either the Trust, asset allocationthe Manager, portfolio rebalancingor the Sub-Adviser, earnings sweepexcept as may be permitted under the 1940 Act, and preunder no circumstances will the Sub-authorized deposits Adviser select brokers or dealers for Fund transactions on the basis of Fund share sales by such brokers or dealers. (f) The Sub-Adviser further agrees that it: (i) will use the same degree of skill and withdrawals; receivingcare in providing such services as it uses in providing services to other fiduciary accounts for which it has investment responsibilities; (ii) will (A) conform in all material respects to all applicable rules and regulations of the SEC, aggregating the Commodity Futures Trading Commission and forwarding purchase any other applicable regulatory authority, (B) comply in all material respects with all policies and redemption orders; acting procedures adopted by the Board of Trustees for the Funds and communicated to the Sub-Adviser in writing, and (C) conduct its activities under this Agreement in all material respects in accordance with any applicable law and regulations of any governmental authority pertaining to its investment advisory activities and commodity trading advisory activities; (iii) will report to the Manager and to the Board of Trustees on a quarterly basis and will make appropriate persons available for the purpose of reviewing with representatives of the Manager and the Board of Trustees on a regular basis at such times as the nominee for investors; maintaining account records and providing investors with account statements; processing dividend payments; issuing investor reports and transaction confirmations; providing subaccounting services; general account administration activities; and providing such similar services as Manager or the Trusts Board of Trustees may reasonably request in writing regarding the management of the Funds, including, without limitation, review of the general investment strategies of the Funds, the performance of the Funds’ investment portfolios in relation to relevant standard industry indices and general conditions affecting the marketplace and will provide various other reports from time to time as reasonably requested by the Manager or the Board of Trustees; (iv) will prepare and maintain such books and records with respect to its services under this Agreement, including records of all recommendations for each Fund’s investment portfolio made during its performance of services pursuant to this Agreement, and all such other records as required under applicable law, the Funds’ compliance policies and procedures or as otherwise requested by the Manager or the Board of Trustees and will prepare and furnish the Manager and the Board of Trustees such periodic and special reports as the Board or the Manager may request. Such records shall be open to inspection at all reasonable times by the Manager or the Funds and any appropriate regulatory authorities. The Sub-Adviser further agrees that all records that it maintains for a Fund are the property of the respective Fund and the Sub-Adviser will surrender promptly to such Fund any such records upon the request of the Manager or such Fund (provided, however, that the Sub-Adviser shall be permitted to retain copies thereof); and shall be permitted to retain originals (with copies to the relevant Fund) to the extent required under Rule 204-2 under the Authorized Firm is permitted Investment Advisers Act of 1940, as amended, or other applicable law; and (v) will monitor the pricing of portfolio assets, and events relating to do so under applicable statutesthe issuers of those assets and the markets in which the securities or other assets trade in the ordinary course of managing the portfolio investments of the Funds, rules and will notify the Manager promptly of any issuer-specific or regulationmarket events or other situations that occur (particularly those that may occur after the close of a foreign market in which the investments may primarily trade but before the time at which the respective Fund’s investments are priced on a given day) that may materially impact the pricing of one or more securities or other assets in the Fund’s portfolio. In addition, the Sub-Adviser will at the Manager’s request assist the Manager in evaluating the impact that such an event may have on the net asset value of the Fund and in determining a recommended fair value of the affected investment or investments, with the understanding that ultimate responsibility for determining the valuation of portfolio assets shall rest solely with Manager and/or Fund.

Services to be Performed. For (a) Subject always to the duration supervision of the Trust’s Board of Trustees (the “Board of Trustees” or the “Board”) and the Manager, the Sub-Adviser will act as sub-adviser for, and manage on a discretionary basis the investment and reinvestment of the assets of each Fund, furnish an investment program in respect of, make investment decisions for, and place all orders for the purchase and sale of securities and other assets for each Fund’s investment portfolio, all on behalf of such Fund and also as described in the Fund’s most current effective registration statement on Form N-1A, or any successor form thereto, and as the same may thereafter be amended from time to time. The Sub-Adviser will be responsible for the investment of assets of each Fund for management under this Agreement, Authorized Firm agrees plus all investments, reinvestments and proceeds of the sale thereof, including, without limitation, all interest, dividends and appreciation on investments, less depreciation thereof and withdrawals by the Manager therefrom. In the performance of its duties with regard to use its best effortsthe assetsmanaged, subject the Sub-Adviser will (a) satisfy any applicable fiduciary duties it may have to applicable legal and contractual restrictions and in compliance each Fund, (b) monitor each Fund’s investments or other instruments, (c) comply with the procedures described in the prospectus(es) and statement(s) of additional information provisions of the Portfolios, including any supplements or amendments thereto Trust’s Declaration of Trust and any summary prospectus(es)By-laws, as amended from time to time and communicated by a Fund or the Manager to the Sub-Adviser, (d) comply with (i) the respective investment objective(s), policies and restrictions stated in effect the applicable Fund’s most recently effective prospectus and statement of additional information, (collectivelyii) such other investment objectives, policies, restrictions or instructions as the Manager or the Trust’s Board of Trustees may communicate to the Sub-Adviser in writing, and (iii) any changes to the objectives, policies, restrictions or instructions required under the foregoing (i) and (ii) as communicated to the Sub-Adviser in writing and (e) assist in the valuation of portfolio assets held by each Fund as requested by the Manager or the respective Fund, with the understanding that ultimate responsibility for determining the valuation of portfolio assets shall rest solely with Manager and/or Fund based on their own determinations. The Sub-Adviser and the Manager will each make its officers and employees available to the other from time to time at reasonable times to review the investment objectives, policies and restrictions of the Funds and to consult with each other regarding the investment affairs of the Funds. Each Fund or the Manager will provide the Sub-Adviser with current copies of the Trust’s Declaration of Trust, the “Prospectus”)Trust’s By-laws, and any Fund objectives, policies or limitations not appearing in such Fund’s prospectus or statement of additional information as they may be relevant to provide the Sub-Adviser’s performance under this Agreement. Each Fund’s prospectus, each Fund’s statement of additional information and any amendments thereto are made available on such Fund’s public website. (b) Unless otherwise advised by the Manager or the Trust’s Board of Trustees, the Sub-Adviser is responsible for voting in respect of investors investing securities held in shares a Fund’s portfolio and will exercise or not exercise a right to vote in accordance with the Sub-Adviser’s proxy voting policy, a copy of which has been provided to the Portfolios certain administrative, recordkeeping and/or investor services which may include but are not necessarily limited to: teleservicing support in connection with Portfolios; delivery Manager. The Sub-Adviser shall promptly notify the Manager and the Funds of current Prospectuses, reports, notices, proxies and proxy statements and other informational materials; facilitation of the tabulation of investors’ votes any material change in the event of a Trust shareholder vote; receiving, tabulating and transmitting proxies executed by or voting policy. The Sub-Adviser is permitted to represent any holdings on behalf of investors; maintenance a Fund at any ordinary or special meeting of investor records reflecting shares purchased shareholders and redeemed and share balanceshas the right to exercise any voting rights or any other similar or connected rights. (c) The Sub-Adviser is authorized to select, in consultation with the Manager, and enter into agreements with, the conveyance brokers, dealers, futures commission merchants, banks or any other agent or counterparty that will execute the purchases and sales of portfolio investments for the Funds, and is directed to use its commercially reasonable efforts to obtain best execution, which includes most favorable net results and execution of each Fund’s orders, taking into account all appropriate factors, including among other things, price, dealer spread or commission, size and difficulty of the transaction and research or other services provided. Subject to approval by the Board of Trustees and compliance with the policies and procedures adopted by the Board of Trustees for the respective Fund and to the extent permitted by and in conformance with applicable law (including, Rule 17e-1 under the 1940 Act), the Sub-Adviser may select brokers or dealers affiliated with the Sub-Adviser. It is understood that the Sub-Adviser will not be deemed to have acted unlawfully, or to have breached a fiduciary duty to the Trust or the Funds, or be in breach of any obligation owing to the Trust or the Funds under this Agreement, or otherwise, solely by reason of its having caused a Fund to pay a member of a securities exchange, a broker or a dealer a commission for effecting a securities transaction for the Fund in excess of the amount of commission another member of an exchange, broker or dealer would have charged if the Sub-Adviser determined in good faith that the commission paid was reasonable in relation to the brokerage or research services provided by such member, broker or dealer, viewed in terms of that information particular transaction or the Sub-Adviser’s overall responsibilities with respect to its accounts, including the Fund, as to which it exercises investment discretion. In addition, the Sub-Adviser may, to the extent permitted by applicable Trust law, aggregate purchase and sale orders of securities or Pacific Investment Management Company LLC (other instruments placed with respect to the administrator assets of a Fund with similar orders being made simultaneously for other accounts managed by the Sub-Adviser or its affiliates, if in the Sub-Adviser’s reasonable judgment such aggregation shall result in an overall economic benefit to such Fund, taking into consideration the selling or purchase price, brokerage commissions and other expenses. In the event that a purchase or sale of an asset of a Fund occurs as part of any aggregate sale or purchase orders, the objective of the Portfolios) Sub-Adviser and any of its affiliates involved in such transaction shall be to allocate the assets so purchased or sold, as well as expenses incurred in the transaction, among such Fund and other accounts in a fair and equitable manner. Nevertheless, the Funds and the Manager acknowledge that under some circumstances, such allocation may adversely affect a Fund with respect to, among other things, the price or size of the assets obtainable or salable. Whenever a Fund and one or more other investment advisory clients of the Sub-Adviser have available funds for investment, investments suitable and appropriate for each will be reasonably requested; provision of support servicesallocated in a manner believed by the Sub-Adviser to be equitable to each, including providing information about the Trusts and their Portfolios and answering questions concerning the Trusts and their Portfolios, including questions respecting investors’ interests although such allocation may result in a delay in one or more Portfolios; provision client accounts being, or the inability of one or more accounts to be, fully invested that would not occur if such an allocation were not made. Moreover, it is possible that due to differing investment objectives or for other reasons, the Sub-Adviser and administration its affiliates may purchase securities or other instruments of insurance features an issuer for one client and at approximately the same time recommend selling or sell the same or similar types of securities, assets or instruments for another client. The Sub-Adviser will not arrange purchases or sales of securities or other assets between any Fund and other accounts advised by the Sub-Adviser or its affiliates unless (a) such purchases or sales are in accordance with applicable law (including if applicable Rule 17a-7 under the 1000 Xxx) and the Fund’s policies and procedures, (b) the Sub-Adviser determines the purchase or sale is in the best interests of the Fund, and (c) the Board of Trustees has approved these types of transactions. A Fund may adopt policies and procedures that modify or restrict the Sub-Adviser’s authority regarding the execution of such Fund’s portfolio transactions provided herein. The Manager agrees to notify the Sub-Adviser promptly of any such changes to policies and procedures in writing. (d) For purposes of complying with Rule 10f-3, Rule 12d3-1, Rule 17a-10 and Rule 17e-1 under the 1940 Act, the Sub-Adviser hereby agrees that it will not consult with any other sub-adviser of an investment company or a series of an investment company that is advised by the Manager (the “First Trust Fund Complex”) or an affiliated person of a sub-adviser (including any sub-adviser that is a principal underwriter or an affiliated person of such principal underwriter), concerning transactions for the benefit Fund or any fund in the First Trust Fund Complex in securities or other fund assets. In addition, with respect to a fund in the First Trust Fund Complex with multiple sub-advisers, the Sub-Adviser shall be limited to providing investment advice with respect to only the discrete portion of investors in connection a fund’s portfolio as may be determined from time-to-time by the Board of Trustees or the Manager, and shall not consult with the Portfoliossub-adviser (including any sub-adviser that is a principal underwriter or an affiliated person of such principal underwriter) as to any other portion of a fund’s portfolio concerning transactions for a fund in securities or other assets. Notwithstanding the foregoing, which the provisions in this paragraph do not apply to the consultations between the Sub-Adviser and any sub-adviser retained by the Sub-Adviser pursuant to Section 4 hereof. (e) The Sub-Adviser will communicate to the officers and Trustees of the Trust such information relating to transactions for the Fund, as they may include fund transfersreasonably request. In no instance will any Fund’s portfolio assets be purchased from or sold to the Manager, dollar cost averagingthe Sub-Adviser or any affiliated person of either the Trust, asset allocationthe Manager, portfolio rebalancingor the Sub-Adviser, earnings sweepexcept as may be permitted under the 1940 Act, and preunder no circumstances will the Sub-authorized deposits Adviser select brokers or dealers for Fund transactions on the basis of Fund share sales by such brokers or dealers. (f) The Sub-Adviser further agrees that it: (i) will use the same degree of skill and withdrawals; receivingcare in providing such services as it uses in providing services to other fiduciary accounts for which it has investment responsibilities; (ii) will (A) conform in all material respects to all applicable rules and regulations of the SEC, aggregating the Commodity Futures Trading Commission and forwarding purchase any other applicable regulatory authority, (B) comply in all material respects with all policies and redemption orders; acting procedures adopted by the Board of Trustees for the Funds and communicated to the Sub-Adviser in writing, and (C) conduct its activities under this Agreement in all material respects in accordance with any applicable law and regulations of any governmental authority pertaining to its investment advisory activities and commodity trading advisory activities; (iii) will report to the Manager and to the Board of Trustees on a quarterly basis and will make appropriate persons available for the purpose of reviewing with representatives of the Manager and the Board of Trustees on a regular basis at such times as the nominee for investors; maintaining account records and providing investors with account statements; processing dividend payments; issuing investor reports and transaction confirmations; providing subaccounting services; general account administration activities; and providing such similar services as Manager or the Trusts Board of Trustees may reasonably request in writing regarding the management of the Funds, including, without limitation, review of the general investment strategies of the Funds, the performance of the Funds’ investment portfolios in relation to relevant standard industry indices and general conditions affecting the marketplace and will provide various other reports from time to time as reasonably requested by the Manager or the Board of Trustees; (iv) will prepare and maintain such books and records with respect to its services under this Agreement, including records of all recommendations for each Fund’s investment portfolio made during its performance of services pursuant to this Agreement, and all such other records as required under applicable law, the Funds’ compliance policies and procedures or as otherwise requested by the Manager or the Board of Trustees and will prepare and furnish the Manager and the Board of Trustees such periodic and special reports as the Board or the Manager may request. Such records shall be open to inspection at all reasonable times by the Manager or the Funds and any appropriate regulatory authorities. The Sub-Adviser further agrees that all records that it maintains for a Fund are the property of the respective Fund and the Sub-Adviser will surrender promptly to such Fund any such records upon the request of the Manager or such Fund (provided, however, that the Sub-Adviser shall be permitted to retain copies thereof); and shall be permitted to retain originals (with copies to the relevant Fund) to the extent required under Rule 204-2 under the Authorized Firm is permitted Investment Advisers Act of 1940, as amended, or other applicable law; and (v) will monitor the pricing of portfolio assets, and events relating to do so under applicable statutesthe issuers of those assets and the markets in which the securities or other assets trade in the ordinary course of managing the portfolio investments of the Funds, rules and will notify the Manager promptly of any issuer-specific or regulationmarket events or other situations that occur (particularly those that may occur after the close of a foreign market in which the investments may primarily trade but before the time at which the respective Fund’s investments are priced on a given day) that may materially impact the pricing of one or more securities or other assets in the Fund’s portfolio. In addition, the Sub-Adviser will at the Manager’s request assist the Manager in evaluating the impact that such an event may have on the net asset value of the Fund and in determining a recommended fair value of the affected investment or investments, with the understanding that ultimate responsibility for determining the valuation of portfolio assets shall rest solely with Manager and/or Fund.

Services to be Performed. For the duration of this Agreement, Authorized Firm agrees to use its best efforts, subject to applicable legal and contractual restrictions and in compliance with the procedures described in the prospectus(es) and statement(s) of additional information of the Portfolios, including any supplements or amendments thereto and any summary prospectus(es)The Agent, as from time to time in effect agent for its Customers, shall be responsible for performing shareholder administrative support services, which will include the following: (collectivelyi) answering customer inquiries regarding account status and history, the “Prospectus”)manner in which purchases, to provide in respect exchanges and redemptions of investors investing in shares of the Portfolios Funds may be effected and certain administrativeother matters pertaining to the Funds; (ii) assisting shareholders in designating and changing dividend options, recordkeeping and/or investor services which may include but are not necessarily limited to: teleservicing support account designations and addresses; (iii) providing necessary personnel and facilities to establish and maintain shareholder accounts and records; (iv) assisting in aggregating and processing purchase, exchange and redemption transactions; (v) placing net purchase and redemption orders with the Trust's distributor; (vi) arranging for wiring of funds; (vii) transmitting and receiving funds in connection with Portfolioscustomer orders to purchase or redeem shares; delivery (viii) processing dividend payments; (ix) verifying and guaranteeing shareholder signatures in connection with redemption orders and transfers and changes in shareholder-designated accounts, as necessary; (x) providing periodic statements showing a customer's account balance and, to the extent practicable, integrating such information with other customer transactions otherwise effected through or with the Shareholder Servicing Agent; (xi) furnishing (either separately or on an integrated basis with other reports sent to a shareholder by a Shareholder Servicing Agent) monthly and year-end statement and confirmations of current Prospectusespurchases, exchanges and redemptions; (xii) transmitting on behalf of the Trust, proxy statements, annual reports, notices, proxies and proxy statements updating prospectuses and other informational materials; facilitation communications from the Trust to the shareholders of the tabulation of investors’ votes in the event of a Trust shareholder voteFunds; (xiii) receiving, tabulating and transmitting to the Trust proxies executed by or on behalf shareholders with respect to meetings of investors; maintenance of investor records reflecting shares purchased and redeemed and share balances, and the conveyance of that information to the applicable Trust or Pacific Investment Management Company LLC (the administrator shareholders of the PortfoliosFunds; (xiv) as providing sub-transfer agency services; (xv) providing sub-custodian services; (xvi) providing sub-accounting services; (xvii) providing fiduciary services (excluding investment management) and (xviii) providing asset allocation services. Any of the foregoing services may be reasonably requested; provision of support services, including providing information about deleted as agreed upon and subsequently added as agreed upon without penalty or termination. The Agent shall provide all personnel and facilities necessary in order for it to perform the Trusts and their Portfolios and answering questions concerning the Trusts and their Portfolios, including questions respecting investors’ interests functions described in one or more Portfolios; provision and administration of insurance features for the benefit of investors in connection this paragraph with the Portfolios, which may include fund transfers, dollar cost averaging, asset allocation, portfolio rebalancing, earnings sweep, and pre-authorized deposits and withdrawals; receiving, aggregating and forwarding purchase and redemption orders; acting as the nominee for investors; maintaining account records and providing investors with account statements; processing dividend payments; issuing investor reports and transaction confirmations; providing subaccounting services; general account administration activities; and providing such similar services as the Trusts may reasonably request respect to the extent the Authorized Firm is permitted to do so under applicable statutes, rules or regulationits Customers.

Services to be Performed. For the duration of this Agreement, Authorized Firm agrees to use its best efforts, subject to applicable legal and contractual restrictions and in compliance with the procedures described in the prospectus(es) and statement(s) of additional information of the Portfolios, including any supplements or amendments thereto and any summary prospectus(es), Portfolios as from time to time in effect (collectively, the “"Prospectus”"), to provide in respect of investors investing in shares of the Portfolios certain administrative, recordkeeping and/or investor services which may include but are not necessarily limited toPortfolios: teleservicing support in connection with Portfolios; delivery of current ProspectusesTrust prospectuses, reports, notices, proxies and proxy statements and other informational materials; facilitation of the tabulation of investors’ ' votes in the event of a Trust shareholder vote; receiving, tabulating and transmitting proxies executed by or on behalf of investors; maintenance of investor records reflecting shares purchased and redeemed and share balances, and the conveyance of that information to the applicable Trust or Pacific Investment Management Company LLC (the administrator of the Portfolios) as may be reasonably requested; provision of support services, including providing information about the Trusts Trust and their its Portfolios and answering questions concerning the Trusts Trust and their its Portfolios, including questions respecting investors’ ' interests in one or more Portfolios; provision and administration of insurance features for the benefit of investors in connection with the Portfolios, which may include fund transfers, dollar cost averaging, asset allocation, portfolio rebalancing, earnings sweep, and pre-authorized deposits and withdrawals; receiving, aggregating and forwarding purchase and redemption orders; acting as the nominee for investors; maintaining account records and providing investors with account statements; processing dividend payments; issuing investor reports and transaction confirmations; providing subaccounting services; general account administration activities; and providing such similar services as the Trusts Trust may reasonably request to the extent the Authorized Firm is permitted to do so under applicable statutes, rules or regulation. Orders and Settlement. Orders submitted by Authorized Firm on behalf of investors shall be accepted or rejected by the Trust (or its agent) in the manner disclosed in the Prospectus, or as otherwise agreed to by the parties.

Services to be Performed. For the duration of this Agreement, Authorized Firm agrees to use its best efforts, subject to applicable legal and contractual restrictions and in compliance with the procedures described in the prospectus(es) and statement(s) of additional information of the Portfolios, including any supplements or amendments thereto and any summary prospectus(es)The Agent, as from time to time in effect agent for its Customers, shall be responsible for performing shareholder administrative support services, which will include the following: (collectivelyi) answering customer inquiries regarding account status and history, the “Prospectus”)manner in which purchases, to provide in respect exchanges and redemptions of investors investing in shares of the Portfolios Funds may be effected and certain administrativeother matters pertaining to the Funds; (ii) assisting shareholders in designating and changing dividend options, recordkeeping and/or investor services which may include but are not necessarily limited to: teleservicing support account designations and addresses; (iii) providing necessary personnel and facilities to establish and maintain shareholder accounts and records; (iv) assisting in aggregating and processing purchase, exchange and redemption transactions; (v) placing net purchase and redemption orders with the Trust's distributor; (vi) arranging for wiring of funds; (vii) transmitting and receiving funds in connection with Portfolioscustomer orders to purchase or redeem shares; delivery (viii) processing dividend payments; (ix) verifying and guaranteeing shareholder signatures in connection with redemption orders and transfers and changes in shareholder-designated accounts, as necessary; (x) providing periodic statements showing a customer's account balance and, to the extent practicable, integrating such information with other customer transactions otherwise effected through or with the Shareholder Servicing Agent; (xi) furnishing (either separately or on an integrated basis with other reports sent to a shareholder by a Shareholder Servicing Agent) monthly and year-end statement and confirmations of current Prospectusespurchases, exchanges and redemptions; (xii) transmitting on behalf of the Trust, proxy statements, annual reports, notices, proxies and proxy statements updating prospectuses and other informational materials; facilitation communications from the Trust to the shareholders of the tabulation of investors’ votes in the event of a Trust shareholder voteFunds; (xiii) receiving, tabulating and transmitting to the Trust proxies executed by or on behalf shareholders with respect to meetings of investors; maintenance of investor records reflecting shares purchased and redeemed and share balances, and the conveyance of that information to the applicable Trust or Pacific Investment Management Company LLC (the administrator shareholders of the PortfoliosFunds; (xiv) as may be reasonably requested; provision of support services, including providing information about the Trusts and their Portfolios and answering questions concerning the Trusts and their Portfolios, including questions respecting investors’ interests in one or more Portfolios; provision and administration of insurance features for the benefit of investors in connection with the Portfolios, which may include fund transfers, dollar cost averaging, asset allocation, portfolio rebalancing, earnings sweep, and presub-authorized deposits and withdrawals; receiving, aggregating and forwarding purchase and redemption orders; acting as the nominee for investors; maintaining account records and providing investors with account statements; processing dividend payments; issuing investor reports and transaction confirmations; providing subaccounting transfer agency services; general account administration activities(xv) providing sub-custodian services; (xvi) providing sub-accounting services; (xvii) providing fiduciary services (excluding investment management) and (xviii) providing such similar services as asset allocation services. The Agent shall provide all personnel and facilities necessary in order for it to perform the Trusts may reasonably request functions described in this paragraph with respect to the extent the Authorized Firm is permitted to do so under applicable statutes, rules or regulationits Customers.

Services to be Performed. For the duration of this Agreement, Authorized ------------------------ Firm agrees to use its best efforts, subject to applicable legal and contractual restrictions and in compliance with the procedures described in the prospectus(es) and statement(s) of additional information of the Portfolios, including any supplements or amendments thereto and any summary prospectus(es), Portfolios as from time to time in effect (collectively, the “"Prospectus”"), to provide in respect of investors investing in shares of the Portfolios certain administrative, recordkeeping and/or investor services which may include but are not necessarily limited toPortfolios: teleservicing support in connection with Portfolios; delivery of current ProspectusesTrust prospectuses, reports, notices, proxies and proxy statements and other informational materials; facilitation of the tabulation of investors’ ' votes in the event of a Trust shareholder vote; receiving, tabulating and transmitting proxies executed by or on behalf of investors; maintenance of investor records reflecting shares purchased and redeemed and share balances, and the conveyance of that information to the applicable Trust or Pacific Investment Management Company LLC (the administrator of the Portfolios) as may be reasonably requested; provision of support services, including providing information about the Trusts Trust and their its Portfolios and answering questions concerning the Trusts Trust and their its Portfolios, including questions respecting investors’ ' interests in one or more Portfolios; provision and administration of insurance features for the benefit of investors in connection with the Portfolios, which may include fund transfers, dollar cost averaging, asset allocation, portfolio rebalancing, earnings sweep, and pre-authorized deposits and withdrawals; receiving, aggregating and forwarding purchase and redemption orders; acting as the nominee for investors; maintaining account records and providing investors with account statements; processing dividend payments; issuing investor reports and transaction confirmations; providing subaccounting services; general account administration activities; and providing such similar services as the Trusts Trust may reasonably request to the extent the Authorized Firm is permitted to do so under applicable statutes, rules or regulation.

Services to be Performed. For the duration of this Agreement, Authorized Firm ETAM agrees to use its best efforts, subject to applicable legal and contractual restrictions and in compliance with the procedures described in the prospectus(es) and statement(s) of additional information of the Portfolios, including any supplements or amendments thereto and any summary prospectus(es), Portfolios as from time to time in effect (collectively, the “Prospectus”), to provide in respect of investors investing in shares of the Portfolios certain administrative, recordkeeping and/or investor the following services: (a) Support services which may include but are not necessarily limited to: teleservicing support in connection with Portfolios; delivery of current Prospectuses, reports, notices, proxies and proxy statements and other informational materials; facilitation of the tabulation of investors’ votes in the event of a Trust shareholder vote; receiving, tabulating and transmitting proxies executed by or on behalf of investors; maintenance of investor records reflecting shares purchased and redeemed and share balances, and the conveyance of that information to the applicable Trust or Pacific Investment Management Company LLC (the administrator of the Portfolios) as may be reasonably requested; provision of support services, including providing information about the Trusts and their Portfolios and answering questions concerning the Trusts and their Portfolios, including questions respecting investors’ interests in one or more Portfolios; provision and administration of insurance features for the benefit of investors in connection with investments in the PortfoliosShares of a Portfolio, which services may include fund transfersinclude, dollar cost averaging, asset allocation, portfolio rebalancing, earnings sweep, and pre-authorized deposits and withdrawals; but are not limited to: receiving, aggregating and forwarding processing purchase and redemption orders; arranging for the wiring of funds; providing and maintaining retirement plan records; communicating periodically with investors or shareholders and answering questions and handling correspondence from investors or shareholders about their accounts; acting as the sole shareholder of record and nominee for investorsshareholders; maintaining account records and providing investors beneficial owners with account statements; processing dividend subaccounting services for payments; issuing investor shareholder reports and transaction confirmations; integrating periodic statements with other shareholder transactions; providing subaccounting servicesservices for payments; providing subaccounting services for Portfolio shares held beneficially; forwarding shareholder communications to beneficial owners; general account administration activities; and providing such other similar services as the Trusts Trust may reasonably request to the extent the Authorized Firm ETAM is permitted to do so under applicable statutes, rules rules, or regulationregulations. Overhead and other expenses of ETAM related to its “service activities,” including telephone and other communications expenses, may be included in the information regarding amounts expended for such activities. (b) ETAM will provide such office space and equipment, telephone facilities, and personnel (which may be any part of the space, equipment, and facilities currently used in ETAM’s business, or any personnel employed by ETAM) as may be reasonably necessary or beneficial in order to provide such support services with respect to a Portfolio’s Shares.

Services to be Performed. For the duration of this Agreement, Authorized Firm agrees or its designee agree to use its best efforts, subject to applicable legal and contractual restrictions and in compliance with the procedures described in the prospectus(es) and statement(s) of additional information of the Portfolios, including any supplements or amendments thereto and any summary prospectus(es), Portfolios as from time to time in effect (collectively, the “Prospectus”), to provide in respect of investors investing in shares of the Portfolios certain administrative, recordkeeping and/or investor services which may include but are not necessarily limited toPortfolios: teleservicing support in connection with Portfolios; delivery of current ProspectusesTrust prospectuses, reports, notices, proxies and proxy statements and other informational materials; facilitation of the tabulation of investors’ votes in the event of a Trust shareholder vote; receiving, tabulating and transmitting proxies executed by or on behalf of investors; maintenance of investor records reflecting shares purchased and redeemed and share balances, and the conveyance of that information to the applicable Trust or Pacific Investment Management Company LLC (the administrator of the Portfolios) as may be reasonably requested; provision of support services, including providing information about the Trusts Trust and their its Portfolios and answering questions concerning the Trusts Trust and their its Portfolios, including questions respecting investors’ interests in one or more Portfolios; provision and administration of insurance features for the benefit of investors in connection with the Portfolios, which may include fund transfers, dollar cost averaging, asset allocation, portfolio rebalancing, earnings sweep, and pre-authorized deposits and withdrawals; receiving, aggregating and forwarding purchase and redemption orders; acting as the nominee for investors; maintaining account records and providing investors with account statements; processing dividend payments; issuing investor reports and transaction confirmations; providing subaccounting services; general account administration activities; and providing such similar services as the Trusts Trust may reasonably request to the extent the Authorized Firm or its designee is permitted to do so under applicable statutes, rules or regulation.

Services to be Performed. For the duration of this Agreement, Authorized Firm agrees to use its best efforts, subject to applicable legal and contractual restrictions and in compliance with the procedures described in the prospectus(es) and statement(s) of additional information of the Portfolios, including any supplements or amendments thereto and any summary prospectus(es), Portfolios as from time to time in effect (collectively, the “"Prospectus”"), to provide in respect of investors investing in shares of the Portfolios certain administrative, recordkeeping and/or investor services which may include but are not necessarily limited tothrough variable contracts issued by the Authorized Firm: teleservicing support in connection with Portfolios; delivery of current ProspectusesTrust prospectuses, reports, notices, proxies and proxy statements and other informational materials; facilitation of the tabulation of investors’ ' votes in the event of a Trust shareholder vote; receiving, tabulating and transmitting proxies executed by or on behalf of investors; maintenance of investor records reflecting shares purchased and redeemed and share balances, and the conveyance of that information to the applicable Trust or Pacific Investment Management Company LLC (the administrator of the Portfolios) as may be reasonably requested; provision of support services, including providing information about the Trusts Trust and their its Portfolios and answering questions concerning the Trusts Trust and their its Portfolios, including questions respecting investors’ ' interests in one or more Portfolios; provision and administration of insurance features for the benefit of investors in connection with the Portfolios, which may include fund transfers, dollar cost averaging, asset allocation, portfolio rebalancing, earnings sweep, and pre-authorized deposits and withdrawals; receiving, aggregating and forwarding purchase and redemption orders; acting as the nominee for investors; maintaining account records and providing investors with account statements; processing dividend payments; issuing investor reports and transaction confirmations; providing subaccounting services; general account administration activities; and providing such similar services as the Trusts Trust may reasonably request to the extent the Authorized Firm is permitted to do so under applicable statutes, rules or regulation. Orders and Settlement. Orders submitted by Authorized Firm on behalf of investors shall be accepted or rejected by the Trust (or its agent) in the manner disclosed in the Prospectus, or as otherwise agreed to by the parties.

Services to be Performed. For the duration of this Agreement, Authorized Firm agrees to use its best efforts, subject to applicable legal and contractual restrictions and in compliance with the procedures described in the prospectus(es) and statement(s) of additional information of the Portfolios, including any supplements or amendments thereto and any summary prospectus(es), as from time to time in effect (collectively, the “Prospectus”), to provide in respect of investors investing in shares of the Portfolios certain administrative, recordkeeping and/or investor services which may include but are not necessarily limited to: teleservicing support in connection with Portfolios; delivery of current Prospectuses, reports, notices, proxies and proxy statements and other informational materials; facilitation of the tabulation of investors’ votes in the event of a Trust shareholder vote; receiving, tabulating and transmitting proxies executed by or on behalf of investors; maintenance of investor records reflecting shares purchased and redeemed and share balances, and the conveyance of that information to the applicable Trust or Pacific Investment Management Company LLC (the administrator of the Portfolios) as may be reasonably requested; provision of support services, including providing information about the Trusts Trust and their Portfolios and answering questions concerning the Trusts Trust and their Portfolios, including questions respecting investors’ interests in one or more Portfolios; provision and administration of insurance features for the benefit of investors in connection with the Portfolios, which may include fund transfers, dollar cost averaging, asset allocation, portfolio rebalancing, earnings sweep, and pre-authorized deposits and withdrawals; receiving, aggregating and forwarding purchase and redemption orders; acting as the nominee for investors; maintaining account records and providing investors with account statements; processing dividend payments; issuing investor reports and transaction confirmations; providing subaccounting services; general account administration activities; and providing such similar services as the Trusts Trust may reasonably request to the extent the Authorized Firm is permitted to do so under applicable statutes, rules or regulation.

Services to be Performed. For The services to be provided under paragraph 1 may include, but are not limited to, the duration following: (a) performance of this Agreementshareholder recordkeeping and subaccounting; (b) processing purchase and redemption transactions, Authorized Firm agrees including disbursing or crediting to use its best efforts, subject to applicable legal and contractual restrictions and in compliance with the procedures described in the prospectus(es) and statement(s) Investors all proceeds of additional information redemptions of Advisor Class shares of the Portfolios, including any supplements or amendments thereto Funds and any summary prospectus(es), as from time to time in effect (collectively, the “Prospectus”), to provide in respect of investors investing all dividends and other distributions not reinvested in shares of the Portfolios certain administrativeFunds; (c) electronically transferring and receiving funds for Fund share purchases and redemptions, recordkeeping and/or investor services which may include but are not necessarily limited to: teleservicing support and confirming and reconciling all such transactions; (d) reviewing the activity in connection with Portfolios; delivery Fund accounts; (e) assisting shareholders in designating and changing dividend options, account designations and addresses; (f) maintaining and distributing current copies of current Prospectusesthe Funds' prospectuses and semi-annual and annual reports; (g) communicating, reportsas to shares of each Fund, noticesmergers, proxies splits and other reorganization activities; (h) mailing statements to customers on a monthly basis showing, among other things, the number of shares of each Fund owned by such customer and the net asset value of such Fund as of a recent date; (i) transmitting proxy statements and other informational materials; facilitation on behalf of the tabulation of investors’ votes in the event of a Trust shareholder vote; Funds and receiving, tabulating and transmitting to the Funds proxies executed by shareholders with respect to meetings of shareholders of the Funds; (j) advertising the availability of the Administrator's services and products; (k) providing assistance and review in designing materials to be sent to Investors and potential Investors and developing methods of making such materials accessible to Investors and potential investors; (l) responding to Investors and potential Investors' questions about the Funds; (m) utilizing all reasonable efforts to ensure that taxpayer identification numbers provided by Investors are correct; (n) providing to Distributor, or the Funds, or any of the agents designated by any of them, such periodic reports as Distributor shall reasonably conclude is necessary to enable the Funds and Distributor to comply with State Blue Sky requirements; and (o) preparing and filing with the appropriate governmental agencies, such information, returns and reports as are required to be so filed for reporting (i) dividends and other distributions made, (ii) amounts withheld on behalf of investors; maintenance of investor records reflecting shares purchased dividends and redeemed other distributions and share balancespayments under applicable federal and state laws, rules and regulations, and the conveyance (iii) gross proceeds of that information sales transactions as required. The services listed above are illustrative. The Administrator is not required to the applicable Trust perform each service and may at any time perform either more or Pacific Investment Management Company LLC (the administrator of the Portfolios) as may be reasonably requested; provision of support services, including providing information about the Trusts and their Portfolios and answering questions concerning the Trusts and their Portfolios, including questions respecting investors’ interests in one or more Portfolios; provision and administration of insurance features for the benefit of investors in connection with the Portfolios, which may include fund transfers, dollar cost averaging, asset allocation, portfolio rebalancing, earnings sweep, and pre-authorized deposits and withdrawals; receiving, aggregating and forwarding purchase and redemption orders; acting as the nominee for investors; maintaining account records and providing investors with account statements; processing dividend payments; issuing investor reports and transaction confirmations; providing subaccounting services; general account administration activities; and providing such similar fewer services as the Trusts may reasonably request to the extent the Authorized Firm is permitted to do so under applicable statutes, rules or regulationthan described above.

Services to be Performed. For the duration of this Agreement, Authorized Firm PFD ------------------------ agrees to use its best efforts, subject to applicable legal and contractual restrictions and in compliance with the procedures described in the prospectus(es) and statement(s) of additional information of the Portfolios, including any supplements or amendments thereto and any summary prospectus(es), Funds as from time to time in effect (collectively, the “"Prospectus”"), to provide in respect of investors investing in purchasing Class D shares some or all of the Portfolios certain administrative, recordkeeping and/or investor following services which may include but are not necessarily limited to: teleservicing support and facilities in connection with Portfolios; delivery of current Prospectusesdirect purchases by shareholders or in connection with products, reports, notices, proxies and proxy statements and other informational materials; facilitation of programs or accounts offered by such Service Organizations: (i) facilities for placing orders directly for the tabulation of investors’ votes in the event purchase of a Trust shareholder voteFund's shares and tendering a Fund's Class D shares for redemption; receiving, tabulating and transmitting proxies executed by or on behalf of investors(ii) advertising with respect to a Fund's Class D shares; maintenance of investor records reflecting shares purchased and redeemed and share balances, and the conveyance of that information to the applicable Trust or Pacific Investment Management Company LLC (the administrator of the Portfoliosiii) as may be reasonably requested; provision of support services, including providing information about the Trusts and their Portfolios Funds; (iv) providing facilities to answer questions from prospective investors about the Funds; (v) receiving and answering questions concerning the Trusts and their Portfolioscorrespondence, including questions respecting investors’ interests in one or more Portfoliosrequests for Prospectuses; provision (vi) preparing, printing and administration of insurance features for the benefit of delivering Prospectuses and shareholder reports to prospective shareholders; (vii) assisting investors in connection with applying to purchase Class D Shares and selecting dividend and other account options; and (viii) shareholder services provided by a Service Organization that may include, but are not limited to, the Portfolios, which may include fund transfers, dollar cost averaging, asset allocation, portfolio rebalancing, earnings sweep, and pre-authorized deposits and withdrawals; following functions: receiving, aggregating and forwarding purchase processing shareholder orders; furnishing shareholder sub- accounting; providing and redemption ordersmaintaining elective shareholder services such as check writing and wire transfer services; providing and maintaining pre- authorized investment plans; communicating periodically with shareholders; acting as the sole shareholder of record and nominee for investorsshareholders; maintaining account accounting records for shareholders; answering questions and providing investors with account statements; processing dividend paymentshandling correspondence from shareholders about their accounts; issuing investor reports and transaction confirmationsconfirmations for transactions by shareholders; performing similar account administrative services; providing subaccounting services; general account administration activitiessuch shareholder communications and recordkeeping services as may be required for any program for which the Service Organization is a sponsor that relies on Rule 3a-4 under the 1940 Act; and providing such other similar services as the Trusts PFD may reasonably request to the extent the Authorized Firm Service Organization is permitted to do so under applicable statutes, rules rules, or regulationregulations. The Service Organization will provide such office space and equipment, telephone facilities, and personnel (which may be any part of the space, equipment, and facilities currently used in the Service Organization's business, or any personnel employed by the Service Organization) as may be reasonably necessary or beneficial in order to provide such support services with respect to a Fund's Class D shares.

Services to be Performed. For the duration of this Agreement, Authorized Firm Shareholder Servicing Agent agrees to use its best efforts, subject to applicable legal and contractual restrictions and in compliance with the procedures described in the prospectus(es) and statement(s) of additional information of the Portfolios, including any supplements or amendments thereto and any summary prospectus(es), Portfolios as from time to time in effect (collectively, the “"Prospectus”"), to provide in respect of investors investing in shares of the Portfolios certain administrative, recordkeeping and/or investor the following services: (a) Support services which may include but are not necessarily limited to: teleservicing support in connection with Portfolios; delivery of current Prospectuses, reports, notices, proxies and proxy statements and other informational materials; facilitation of the tabulation of investors’ votes in the event of a Trust shareholder vote; receiving, tabulating and transmitting proxies executed by or on behalf of investors; maintenance of investor records reflecting shares purchased and redeemed and share balances, and the conveyance of that information to the applicable Trust or Pacific Investment Management Company LLC (the administrator of the Portfolios) as may be reasonably requested; provision of support services, including providing information about the Trusts and their Portfolios and answering questions concerning the Trusts and their Portfolios, including questions respecting investors’ interests in one or more Portfolios; provision and administration of insurance features for the benefit of investors in connection with investments in the PortfoliosShares of a Portfolio, which services may include fund transfersinclude, dollar cost averaging, asset allocation, portfolio rebalancing, earnings sweep, and pre-authorized deposits and withdrawals; but are not limited to: receiving, aggregating and forwarding processing purchase and redemption orders; arranging for the wiring of funds; providing and maintaining retirement plan records; communicating periodically with investors or shareholders and answering questions and handling correspondence from investors or shareholders about their accounts; acting as the sole shareholder of record and nominee for shareholders; providing check writing services to investors; maintaining account records and providing investors beneficial owners with account statements; processing dividend subaccounting services for payments; issuing investor shareholder reports and transaction confirmations; integrating periodic statements with other shareholder transactions; providing subaccounting servicesservices for payments; providing subaccounting services for Portfolio shares held beneficially; forwarding shareholder communications to beneficial owners; general account administration activities; and providing such other similar services as the Trusts Trust may reasonably request to the extent the Authorized Firm Shareholder Servicing Agent is permitted to do so under applicable statutes, rules rules, or regulationregulations. Overhead and other expenses of Shareholder Servicing Agent related to its "service activities," including telephone and other communications expenses, may be included in the information regarding amounts expended for such activities. (b) Shareholder Servicing Agent will provide such office space and equipment, telephone facilities, and personnel (which may be any part of the space, equipment, and facilities currently used in Shareholder Servicing Agent's business, or any personnel employed by Shareholder Servicing Agent) as may be reasonably necessary or beneficial in order to provide such support services with respect to a Portfolio's Shares.

Services to be Performed. For the duration of this Agreement, Authorized Firm the Company agrees to use its best efforts, subject to applicable legal and contractual restrictions and in compliance with the procedures described in the prospectus(es) and statement(s) of additional information of the Portfolios, including any supplements or amendments thereto and any summary prospectus(es), Portfolios as from time to time in effect (collectively, the “Prospectus”), to provide in respect of investors investing in Class M shares of the Portfolios certain administrative, recordkeeping and/or investor services which may include but are not necessarily limited toPortfolios: teleservicing support in connection with Portfolios; delivery of current ProspectusesTrust prospectuses, reports, notices, proxies and proxy statements and other informational materials; facilitation of the tabulation of investors’ votes in the event of a Trust shareholder vote; receiving, tabulating and transmitting proxies executed by or on behalf of investors; maintenance of investor records reflecting shares purchased and redeemed and share balances, and the conveyance of that information to the applicable Trust or Pacific Investment Management Company LLC (the administrator of the Portfolios) as may be reasonably requested; provision of support services, including providing information about the Trusts Trust and their its Portfolios and answering questions concerning the Trusts Trust and their its Portfolios, including questions respecting investors’ interests in one or more Portfolios; provision and administration of insurance features for the benefit of investors in connection with the Portfolios, which may include fund transfers, dollar cost averaging, asset allocation, portfolio rebalancing, earnings sweep, and pre-authorized deposits and withdrawals; receiving, aggregating and forwarding purchase and redemption orders; acting as the nominee for investors; maintaining account records and providing investors with account statements; processing dividend payments; issuing investor reports and transaction confirmations; providing subaccounting services; general account administration activities; and providing such similar services as the Trusts Trust may reasonably request to the extent the Authorized Firm Company is permitted to do so under applicable statutes, rules or regulation.

Services to be Performed. For the duration of this Agreement, Authorized Firm ETAM agrees to use its best efforts, subject to applicable legal and contractual restrictions and in compliance with the procedures described in the prospectus(es) and statement(s) of additional information of the Portfolios, including any supplements or amendments thereto and any summary prospectus(es), Portfolios as from time to time in effect (collectively, the “"Prospectus”"), to provide in respect of investors investing in shares of the Portfolios certain administrative, recordkeeping and/or investor the following services: Form of agreement subject to completion (a) Support services which may include but are not necessarily limited to: teleservicing support in connection with Portfolios; delivery of current Prospectuses, reports, notices, proxies and proxy statements and other informational materials; facilitation of the tabulation of investors’ votes in the event of a Trust shareholder vote; receiving, tabulating and transmitting proxies executed by or on behalf of investors; maintenance of investor records reflecting shares purchased and redeemed and share balances, and the conveyance of that information to the applicable Trust or Pacific Investment Management Company LLC (the administrator of the Portfolios) as may be reasonably requested; provision of support services, including providing information about the Trusts and their Portfolios and answering questions concerning the Trusts and their Portfolios, including questions respecting investors’ interests in one or more Portfolios; provision and administration of insurance features for the benefit of investors in connection with investments in the PortfoliosShares of a Portfolio, which services may include fund transfersinclude, dollar cost averaging, asset allocation, portfolio rebalancing, earnings sweep, and pre-authorized deposits and withdrawals; but are not limited to: receiving, aggregating and forwarding processing purchase and redemption orders; arranging for the wiring of funds; providing and maintaining retirement plan records; communicating periodically with investors or shareholders and answering questions and handling correspondence from investors or shareholders about their accounts; acting as the sole shareholder of record and nominee for investorsshareholders; maintaining account records and providing investors beneficial owners with account statements; processing dividend subaccounting services for payments; issuing investor shareholder reports and transaction confirmations; integrating periodic statements with other shareholder transactions; providing subaccounting servicesservices for payments; providing subaccounting services for Portfolio shares held beneficially; forwarding shareholder communications to beneficial owners; general account administration activities; and providing such other similar services as the Trusts Trust may reasonably request to the extent the Authorized Firm ETAM is permitted to do so under applicable statutes, rules rules, or regulationregulations. Overhead and other expenses of ETAM related to its "service activities," including telephone and other communications expenses, may be included in the information regarding amounts expended for such activities. (b) ETAM will provide such office space and equipment, telephone facilities, and personnel (which may be any part of the space, equipment, and facilities currently used in ETAM's business, or any personnel employed by ETAM) as may be reasonably necessary or beneficial in order to provide such support services with respect to a Portfolio's Shares.

Services to be Performed. For the duration of this Agreement, Authorized Firm agrees to use its best efforts, subject to applicable legal and contractual restrictions and in compliance with the procedures described in the prospectus(es) (including summary prospectus(es)) and statement(s) of additional information of the Portfolios, including any supplements or amendments thereto and any summary prospectus(es), Portfolios as from time to time in effect (collectively, the “Prospectus”), to provide in respect of investors investing in shares of the Portfolios certain administrative, recordkeeping and/or investor services which may include but are not necessarily limited toPortfolios: teleservicing support in connection with Portfolios; delivery of current Trust Prospectuses, reports, notices, proxies and proxy statements and other informational materials; facilitation of the tabulation of investors’ votes in the event of a Trust shareholder vote; receiving, tabulating and transmitting proxies executed by or on behalf of investors; maintenance of investor records reflecting shares purchased and redeemed and share balances, and the conveyance of that information to the applicable Trust or Pacific Investment Management Company LLC (the administrator of the Portfolios) as may be reasonably requested; provision of support services, including providing information about the Trusts Trust and their its Portfolios and answering questions concerning the Trusts Trust and their its Portfolios, including questions respecting investors’ interests in one or more Portfolios; provision and administration of insurance features for the benefit of investors in connection with the Portfolios, which may include fund transfers, dollar cost averaging, asset allocation, portfolio rebalancing, earnings sweep, and pre-authorized deposits and withdrawals; receiving, aggregating and forwarding purchase and redemption orders; acting as the nominee for investors; maintaining account records and providing investors with account statements; processing dividend payments; issuing investor reports and transaction confirmations; providing subaccounting services; general account administration activities; and providing such similar services as the Trusts Trust may reasonably request to the extent the Authorized Firm is permitted to do so under applicable statutes, rules or regulation.

Services to be Performed. For the duration of this Agreement, Authorized Firm Shareholder Servicing Agent agrees to use its best efforts, subject to applicable legal and contractual restrictions and in compliance with the procedures described in the prospectus(es) and statement(s) of additional information of the Portfolios, including any supplements Portfolios or amendments thereto and any summary prospectus(es), Class as from time to time in effect (collectively, the “"Prospectus”"), to provide in respect of investors investing in shares of the Portfolios certain administrative, recordkeeping and/or investor the following services: (a) Support services which may include but are not necessarily limited to: teleservicing support in connection with Portfolios; delivery of current Prospectuses, reports, notices, proxies and proxy statements and other informational materials; facilitation of the tabulation of investors’ votes in the event of a Trust shareholder vote; receiving, tabulating and transmitting proxies executed by or on behalf of investors; maintenance of investor records reflecting shares purchased and redeemed and share balances, and the conveyance of that information to the applicable Trust or Pacific Investment Management Company LLC (the administrator of the Portfolios) as may be reasonably requested; provision of support services, including providing information about the Trusts and their Portfolios and answering questions concerning the Trusts and their Portfolios, including questions respecting investors’ interests in one or more Portfolios; provision and administration of insurance features for the benefit of investors in connection with investments in the PortfoliosShares of a Portfolio or Class, which services may include fund transfersinclude, dollar cost averaging, asset allocation, portfolio rebalancing, earnings sweep, and pre-authorized deposits and withdrawals; but are not limited to: receiving, aggregating and forwarding processing purchase and redemption orders; arranging for the wiring of funds; providing and maintaining retirement plan records; communicating periodically with investors or shareholders and answering questions and handling correspondence from investors or shareholders about their accounts; acting as the sole shareholder of record and nominee for shareholders; providing check writing services to investors; maintaining account records and providing investors beneficial owners with account statements; processing dividend subaccounting services for payments; issuing investor shareholder reports and transaction confirmations; integrating periodic statements with other shareholder transactions; providing subaccounting servicesservices for payments; providing subaccounting services for shares of a Portfolio or Class held beneficially; forwarding shareholder communications to beneficial owners; general account administration activities; and providing such other similar services as the Trusts Trust may reasonably request to the extent the Authorized Firm Shareholder Servicing Agent is permitted to do so under applicable statutes, rules rules, or regulationregulations. Overhead and other expenses of Shareholder Servicing Agent related to its "service activities," including telephone and other communications expenses, may be included in the information regarding amounts expended for such activities. (b) Shareholder Servicing Agent will provide such office space and equipment, telephone facilities, and personnel (which may be any part of the space, equipment, and facilities currently used in Shareholder Servicing Agent's business, or any personnel employed by Shareholder Servicing Agent) as may be reasonably necessary or beneficial in order to provide such support services with respect to Shares of a Portfolio or Class.