Common use of SERVICES TO BE RENDERED BY THE SUB Clause in Contracts

SERVICES TO BE RENDERED BY THE SUB. ADVISER TO THE TRUSTS AND THE FUNDS a. Subject always to the direction and control of the Trustees of each Trust, the Sub-adviser shall have investment discretion over the assets of each Fund and will manage the investments and determine the composition of these assets in accordance with the applicable Trust's registration statement, as amended. In fulfilling its obligations to manage the investments and reinvestments of the assets of each Fund, the Sub-adviser will: i. obtain and evaluate pertinent economic, statistical, financial and other information affecting the economy generally and individual companies or industries the securities of which are included in a Fund's portfolio or are under consideration for inclusion in a Fund's portfolio; ii. formulate and implement a continuous investment program for each Fund that is consistent with the investment objectives and related investment policies for such Fund as described in the applicable Trust's registration statement, as amended, copies of which shall be furnished to the Sub-adviser promptly upon amendment; iii. take whatever steps are necessary to implement these investment programs by the purchase and sale of securities, including the placing of orders for such purchases and sales; iv. regularly report to the Trustees of each Trust and to the Adviser with respect to the implementation of these investment programs; and v. provide assistance to each Trust's custodian regarding the fair value of securities held by each Fund for which market quotations are not readily available. b. The Sub-adviser, at its expense, will furnish all necessary investment and management facilities, including salaries of personnel required for it to execute its duties faithfully. c. The Sub-adviser will select brokers and dealers to effect all transactions subject to the following conditions: The Sub-adviser will place all necessary orders with brokers, dealers, or issuers and will negotiate brokerage commissions, if applicable. The Sub-adviser is directed at all times to seek to execute brokerage transactions for each Fund in accordance with such policies or practices as may be established by the Trustees and described in the applicable Trust's registration statement, as amended, and consistent with its fiduciary obligation to seek best execution. Subject to policies established from time to time by the Board of Trustees of the Trusts, the Sub-adviser may pay a broker-dealer which provides research and brokerage services a higher spread or commission for a particular transaction than otherwise might have been charged by another broker-dealer if the Sub-adviser determines that the higher spread or commission is reasonable in relation to the value of the brokerage and research services that such broker-dealer provides, viewed in terms of either the particular transaction or the Sub-adviser's overall responsibilities with respect to accounts managed by the Sub-adviser. The Sub-adviser may use for the benefit of the Sub-adviser's other clients, or make available to companies affiliated with the Sub-adviser or to its directors for the benefit of their clients, any such brokerage and research services that the Sub-adviser obtains from brokers or dealers. d. On occasions when the Sub-adviser deems the purchase or sale of a security to be in the best interest of a Fund as well as other clients of the Sub-adviser, the Sub-adviser, to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities to be purchased or sold to attempt to obtain a more favorable price or lower brokerage commissions and efficient execution. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Sub-adviser in the manner the Sub-adviser considers to be the most equitable and consistent with its fiduciary obligations to each Fund and to its other clients. e. The Sub-adviser will maintain all accounts, books and records with respect to each Fund as are required of an investment sub-adviser of a registered investment company pursuant to the Investment Company Act of 1940, as amended (the "Investment Company Act") and Investment Advisers Act of 1940, as amended (the "Investment Advisers Act") and the rules thereunder. f. The Sub-adviser shall vote proxies relating to each Fund's investment securities in accordance with the applicable Trust's proxy voting policies and procedures, which provide that the Sub-adviser shall vote all proxies relating to securities held by a Fund and, subject to the applicable Trust's policies and procedures, shall use proxy voting policies and procedures adopted by the Sub-adviser in conformance with Rule 206(4)-6 under the Investment Advisers Act. The Sub-adviser shall review its proxy voting activities on a periodic basis with the Trustees and with the Adviser.

SERVICES TO BE RENDERED BY THE SUB. ADVISER TO THE TRUSTS AND THE FUNDSTRUST a. Subject always A. As investment adviser to the direction and control of the Trustees of each TrustPortfolio, the Sub-adviser shall have Adviser will coordinate the investment discretion over and reinvestment of the assets of each Fund and will manage the investments Portfolio and determine the composition of these assets in accordance with the applicable Trust's registration statement, as amended. In fulfilling its obligations to manage the investments and reinvestments of the assets of each Fundthe Portfolio, subject always to the supervision and control of the Adviser and the Trustees of the Trust. B. As part of the services it will provide hereunder, the Sub-adviser Adviser will: i. (i) obtain and evaluate evaluate, to the extent deemed necessary and advisable by the Sub-Adviser in its discretion, pertinent economic, statistical, financial financial, and other information affecting the economy generally and individual companies or industries industries, the securities of which are included in a Fund's portfolio the Portfolio or are under consideration for inclusion in a Fund's portfoliothe Portfolio; (ii. ) formulate and implement a continuous investment program for each Fund that is consistent with the investment objectives and related investment policies for such Fund as described in the applicable Trust's registration statement, as amended, copies of which shall be furnished to the Sub-adviser promptly upon amendmentPortfolio; (iii. ) take whatever steps are necessary to implement these the investment programs program for the Portfolio by arranging for the purchase and sale of securitiessecurities and other investments, including issuing directives to the placing administrator of orders the Trust as necessary for such purchases and salesthe appropriate implementation of the investment program of the Portfolio; (iv. regularly report to ) keep the Trustees of each the Trust and to the Adviser fully informed in writing on an ongoing basis as agreed by the Adviser and the Sub-Adviser of all material facts concerning the investment and reinvestment of the assets in the Portfolio, the Sub-Adviser and its key investment personnel and operations, make regular and periodic special written reports of such additional information concerning the same as may reasonably be requested from time to time by the Adviser or the Trustees of the Trust and the Sub-Adviser will attend meetings with respect the Adviser and/or the Trustees, as reasonably requested, to discuss the implementation foregoing; (v) in accordance with procedures and methods established by the Trustees of these investment programs; and v. the Trust, which may be amended from time to time, provide assistance to each Trust's custodian regarding in determining the fair value of all securities held by and other investments/assets in the Portfolio, as necessary, and use reasonable efforts to arrange for the provision of valuation information or a price(s) from a party(ies) independent of the Sub-Adviser for each Fund security or other investment/asset in the Portfolio for which market quotations prices are not readily available; (vi) provide any and all material composite performance information, records and supporting documentation about accounts the Sub-Adviser manages, if appropriate, which are relevant to the Portfolio and that have investment objectives, policies, and strategies substantially similar to those employed by the Sub-Adviser in managing the Portfolio that may be reasonably necessary, under applicable laws, to allow the Portfolio or its agent to present information concerning Sub-Adviser's prior performance in the Trust's Prospectus and SAI (as hereinafter defined) and any permissible reports and materials prepared by the Portfolio or its agent; and (vii) cooperate with and provide reasonable assistance to the Adviser, the Trust's administrator, the Trust's custodian and foreign custodians, the Trust's transfer agent and pricing agents and all other agents and representatives of the Trust and the Adviser, keep all such persons fully informed as to such matters as they may reasonably deem necessary to the performance of their obligations to the Trust and the Adviser, provide prompt responses to reasonable requests made by such persons and maintain any appropriate interfaces with each so as to promote the efficient exchange of information. b. C. In furnishing services hereunder, the Sub-Adviser shall be subject to, and shall perform in accordance with the following: (i) the Trust's Agreement and Declaration of Trust, as the same may be hereafter modified and/or amended from time to time ("Trust Declaration"); (ii) the By-Laws of the Trust, as the same may be hereafter modified and/or amended from time to time ("By-Laws"); (iii) the currently effective Prospectus and Statement of Additional Information of the Trust relating to the Portfolio(s) filed with the Securities and Exchange Commission ("SEC") and delivered to the Sub-Adviser, as the same may be hereafter modified, amended and/or supplemented ("Prospectus and SAI"); (iv) the Investment Company Act and the Advisers Act and the rules under each, and all other federal and state laws or regulations applicable to the Trust and the Portfolio(s); (v) the Trust's Compliance Manual and other policies and procedures adopted from time to time by the Board of Trustees of the Trust; and (vi) the written instructions of the Adviser. Prior to the commencement of the Sub-Adviser's services hereunder, the Adviser shall provide the Sub-Adviser with current copies of the Trust Declaration, By-Laws, Prospectus and SAI, Compliance Manual and other relevant policies and procedures that are adopted by the Board of Trustees. The Adviser undertakes to provide the Sub-Adviser with copies or other written notice of any amendments, modifications or supplements to any such above-mentioned document. D. In furnishing services hereunder, the Sub-Adviser will not consult with any other adviser to (i) the Portfolio, (ii) any other Portfolio of the Trust or (iii) any other investment company under common control with the Trust concerning transactions of the Portfolio in securities or other assets. (This shall not be deemed to prohibit the Sub-Adviser from consulting with any of its affiliated persons concerning transactions in securities or other assets. This shall also not be deemed to prohibit the Sub-Adviser from consulting with any of the other covered advisers concerning compliance with paragraphs a and b of Rule 12d3-1 under the Investment Company Act.) E. The Sub-adviserAdviser, at its expense, will furnish furnish: (i) all necessary investment facilities (including office space, furnishings, and management equipment) and personnel, including salaries, expenses and fees of any personnel required for them to faithfully perform their duties under this Agreement; and (ii) administrative facilities, including salaries bookkeeping, and all equipment necessary for the efficient conduct of personnel required for it to execute its the Sub-Adviser's duties faithfullyunder this Agreement. c. F. The Sub-adviser Adviser will select brokers and dealers to effect all portfolio transactions subject to the following conditions: conditions set forth herein. The Sub-adviser Adviser will place all necessary orders with brokers, dealers, or issuers issuers, and will negotiate brokerage commissions, if applicable. The Sub-adviser Adviser is directed at all times to seek to execute brokerage transactions for each Fund Portfolio (i) in accordance with such policies any written policies, practices or practices as procedures that may be established by the Board of Trustees and described in or the applicable Trust's registration statement, as amended, and consistent with its fiduciary obligation to seek best execution. Subject to policies established Adviser from time to time and which have been provided to the Sub-Adviser or (ii) as described in the Trust's Prospectus and SAI. In placing any orders for the purchase or sale of investments for each Portfolio, in the name of the Portfolio or its nominees, the Sub-Adviser shall use its best efforts to obtain for the Portfolio "best execution," considering all of the circumstances, and shall maintain records adequate to demonstrate compliance with this requirement. In no instance will portfolio securities be purchased from or sold to the Sub-Adviser, or any affiliated person thereof, except in accordance with the Investment Company Act, the Advisers Act and the rules under each, and all other federal and state laws or regulations applicable to the Trust and the Portfolio. G. Subject to the appropriate policies and procedures approved by the Board of Trustees of the TrustsTrustees, the Sub-adviser may Adviser may, to the extent authorized by Section 28(e) of the Securities Exchange Act of 1934, as amended ("Exchange Act") cause each Portfolio to pay a brokerbroker or dealer that provides brokerage or research services to the Adviser, the Sub-dealer which provides research Adviser and brokerage services a higher spread or the Portfolio an amount of commission for effecting a particular portfolio transaction than otherwise might in excess of the amount of commission another broker or dealer would have been charged by another broker-dealer for effecting that transaction if the Sub-adviser determines Adviser determines, in good faith, that the higher spread or such amount of commission is reasonable in relation relationship to the value of the such brokerage and or research services that such broker-dealer provides, provided viewed in terms of either the that particular transaction or the Sub-adviserAdviser's overall responsibilities with respect to accounts managed the Portfolio or its other advisory clients. To the extent authorized by Section 28(e) and the Trust's Board of Trustees, the Sub-adviserAdviser shall not be deemed to have acted unlawfully or to have breached any duty created by this Agreement or otherwise solely by reason of such action. The Sub-adviser Subject to seeking best execution, the Board of Trustees or the Adviser may use for the benefit of direct the Sub-adviser's other clients, or make available Adviser to companies affiliated with effect transactions in portfolio securities through broker-dealers in a manner that will help generate resources to pay the Sub-adviser or to its directors for the benefit cost of their clients, any such brokerage and research services certain expenses that the Sub-adviser obtains from brokers Trust is required to pay or dealersfor which the Trust is required to arrange payment. d. H. On occasions when the Sub-adviser Adviser deems the purchase or sale of a security to be in the best interest of a Fund the Portfolio(s) as well as other clients of the Sub-adviserAdviser, the Sub-adviser, Adviser to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities to be purchased or sold to attempt to obtain a more favorable price or lower brokerage commissions and efficient execution. In such event, allocation Allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Sub-adviser Adviser in the manner which the Sub-adviser Adviser considers to be the most equitable and consistent with its fiduciary obligations to each Fund Portfolio and to its other clientsclients over time. The Adviser agrees that the Sub-Adviser and its affiliates may give advice and take action in the performance of their duties with respect to any of their other clients that may differ from advice given, or the timing or nature of actions taken, with respect to the Portfolio. The Adviser also acknowledges that the Sub-Adviser and its affiliates are fiduciaries to other entities, some of which have the same or similar investment objectives (and will hold the same or similar investments) as the Portfolio, and that the Sub-Adviser will carry out its duties hereunder together with its duties under such relationships. Nothing in this Agreement shall be deemed to confer upon the Sub-Adviser any obligation to purchase or to sell or to recommend for purchase or sale for the Portfolio any investment that the Sub-Adviser, its affiliates, officers or employees may purchase or sell for its or their own account or for the account of any client, if in the sole and absolute discretion of the Sub-Adviser it is for any reason impractical or undesirable to take such action or make such recommendation for the Portfolio. e. I. The Sub-adviser Adviser will maintain all accounts, books and records with respect to each Fund Portfolio as are required of an investment sub-adviser of a registered investment company pursuant to the Investment Company Act of 1940, as amended (the "Investment Company Act") and Investment Advisers Act of 1940, as amended (the "Investment Advisers Act") and the rules thereunderthereunder and shall file with the SEC all forms pursuant to Section 13 of the Exchange Act, with respect to its duties as are set forth herein. f. J. The Sub-adviser shall vote proxies relating to each Fund's investment securities in accordance Adviser will, unless and until otherwise directed by the Adviser or the Board of Trustees, exercise all rights of security holders with the applicable Trust's proxy voting policies and procedures, which provide that the Sub-adviser shall vote all proxies relating respect to securities held by each Portfolio, including, but not limited to: voting proxies, converting, tendering, exchanging or redeeming securities; acting as a Fund and, subject claimant in class action litigation (including litigation with respect to securities previously held); and exercising rights in the applicable Trust's policies and procedures, shall use proxy voting policies and procedures adopted by the Sub-adviser in conformance with Rule 206(4)-6 under the Investment Advisers Act. The Sub-adviser shall review its proxy voting activities on context of a periodic basis with the Trustees and with the Adviserbankruptcy or other reorganization.

SERVICES TO BE RENDERED BY THE SUB. ADVISER TO THE TRUSTS AND THE FUNDSTRUST a. Subject always to the direction and control of the Trustees of each Trust, the SubA. As sub-adviser shall have investment discretion over the assets of each Fund and will manage the investments and determine the composition of these assets in accordance with the applicable Trust's registration statement, as amended. In fulfilling its obligations to manage the investments and reinvestments of the assets of each Fund, the Sub-adviser will: i. obtain Adviser will coordinate the investment and evaluate pertinent economicreinvestment of the assets of the Fund and determine the composition of the assets of the Fund, statistical, financial and other information affecting the economy generally and individual companies or industries the securities of which are included in a Fund's portfolio or are under consideration for inclusion in a Fund's portfolio; ii. formulate and implement a continuous investment program for each Fund that is consistent accordance with the investment objectives terms of this Agreement, the Fund’s Prospectus and related investment policies for such Fund as described in the applicable Trust's registration statementStatement of Additional Information, as amendedcurrently in effect and as amended or supplemented from time to time, and subject to the direction, supervision and control of the Investment Adviser and the Trustees of the Trust. Prior to the commencement of the Sub-Adviser’s services hereunder, the Investment Adviser shall provide the Sub-Adviser with current copies of which shall be furnished the Fund’s Prospectus and Statement of Additional Information. The Investment Adviser undertakes to provide the Sub-Adviser with copies or other written notice of any amendments, modifications or supplements to the Fund’s Prospectus and Statement of Additional Information and the Sub-Adviser will not need to comply until a copy has been provided to the Sub-adviser promptly upon amendment;Adviser. iii. take whatever steps are necessary B. The Sub-Adviser is authorized to implement these investment programs by place orders for the purchase and sale of securitiessecurities for the Fund with or through such brokers, including dealers or banks as the placing of orders for such purchases and sales; iv. regularly report to the Trustees of each Trust and to the Adviser with respect to the implementation of these investment programs; and v. provide assistance to each Trust's custodian regarding the fair value of securities held by each Fund for which market quotations are not readily available. b. The Sub-adviserAdviser may select and, at its expense, will furnish all necessary investment and management facilities, including salaries of personnel required for it to execute its duties faithfully. c. The Sub-adviser will select brokers and dealers to effect all transactions subject to Section 28(e) of the following conditions: The Sub-adviser will place all necessary orders with brokersSecurities Exchange Act of 1934, dealersas amended (the “Exchange Act”), and other applicable law and Fund procedures, may pay commissions on transactions in excess of the amount of commissions another broker or issuers and will negotiate brokerage commissions, if applicabledealer would have charged. The Sub-adviser is directed at all times to seek to execute brokerage transactions for each Fund in accordance with such policies or practices as may be established by the Trustees and described in the applicable Trust's registration statement, as amended, and consistent with its fiduciary obligation to Adviser will seek best execution. Subject to policies established from time to time by execution under the Board of Trustees circumstances of the Trustsparticular transaction taking into consideration the full range and quality of a broker’s services in placing brokerage including, among other things, the value of research provided as well as execution capability, commission rate, financial responsibility and responsiveness to the Sub-adviser may pay a broker-dealer which provides research and brokerage services a higher spread or commission for a particular transaction than otherwise might have been charged by another broker-dealer if the Adviser. The Sub-adviser determines that Adviser may aggregate sales and purchase orders of securities or derivatives held in the higher spread or commission is reasonable in relation to the value of the brokerage and research services that such broker-dealer provides, viewed in terms of either the particular transaction or the Sub-adviser's overall responsibilities Fund with respect to accounts similar orders being made simultaneously for other portfolios managed by the Sub-adviserAdviser if, in the Sub-Adviser’s reasonable judgment, such aggregation shall result in an overall economic benefit to the Fund. C. The Investment Adviser understands and agrees that the Sub-Adviser performs investment management services for various clients and may take action with respect to any of its other clients which may differ from action taken or from the timing or nature of action taken by the Sub-Adviser for the Fund. The Sub-adviser Adviser’s authority hereunder shall not be impaired because of the fact that it may use effect transactions with respect to securities for its own account or for the benefit accounts of others which it manages which are identical or similar to securities to which it may effect transactions for the Fund at the same or similar times. D. The Sub-Adviser will provide the Investment Adviser with copies of the Sub-adviser's other clients, or make available to companies affiliated Adviser’s current policies and procedures adopted in accordance with Rule 206(4)-7 under the Sub-adviser or to its directors for the benefit of their clients, any such brokerage and research services that the Sub-adviser obtains from brokers or dealers. d. On occasions when the Sub-adviser deems the purchase or sale of a security to be in the best interest of a Fund as well as other clients of the Sub-adviser, the Sub-adviser, to Advisers Act. To the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities to be purchased or sold to attempt to obtain a more favorable price or lower brokerage commissions and efficient execution. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Sub-adviser in the manner the Sub-adviser considers to be the most equitable and consistent with its fiduciary obligations to each Fund and to its other clients. e. The Sub-adviser will maintain all accounts, books and records with respect to each Fund as Fund(s) are required of an investment sub-adviser of a registered investment company pursuant to by the Investment Company Act of 1940, as amended (the "“1940 Act”), to adopt any such policy or procedure, the Investment Company Act") Adviser will submit such policy or procedure to the Trust’s Board of Trustees for adoption by each of the Funds, with such modifications or additions thereto as the Board of Trustees or the Investment Adviser may recommend with the concurrence of the Sub-Adviser. E. The Sub-Adviser will maintain and Investment preserve all accounts, books and records with respect to the Fund as are required of an investment adviser of a registered investment company pursuant to the 1940 Act and the Advisers Act of 1940, as amended (the "Investment Advisers Act") and the rules thereunderthereunder and shall file with the U.S. Securities and Exchange Commission (“SEC”) all forms pursuant to Sections 13F and 13G of the Exchange Act, with respect to its duties as are set forth herein. The records relating to the services provided under this Agreement shall be the property of the Fund. f. F. The Sub-adviser shall vote proxies relating Adviser will, unless and until otherwise directed by the Investment Adviser, exercise all rights of security holders with respect to securities held by each Fund's investment securities , including, but not limited to, voting proxies in accordance with the applicable Trust's Sub-Adviser’s then-current proxy voting policies policies. G. The Sub-Adviser will make available and procedures, which provide that information concerning the Sub-adviser shall vote all proxies relating to securities held Adviser required by a Fund andin the preparation of its registration statements, subject to reports and other documents required by federal and state securities laws, and such other information as the applicable Trust's policies Fund or the Investment Adviser may reasonably request for use in the preparation of such documents or of other materials necessary or helpful for the distribution of the Fund’s shares. H. In the performance of its duties and proceduresobligations under this Agreement, shall use proxy voting policies and procedures adopted by the Sub-adviser Adviser shall act in conformance conformity with Rule 206(4)-6 under each Fund’s Prospectus and Statement of Additional Information and with the instructions and directions of the Investment Advisers Adviser and of the Board of Trustees and will comply in all materials respects with the applicable requirements of the 1940 Act, the Internal Revenue Code of 1986, as amended, and all other applicable federal and state laws and regulations, as each is amended from time to time. I. The Sub-Adviser at its expense will make available to the Trustees and the Investment Adviser at reasonable times its portfolio managers and other appropriate personnel, either in person or by telephone, at the mutual convenience of the Investment Adviser and the Sub-Adviser, in order to review the investment policies, performance and other investment related information regarding a Fund and to consult with the Trustees of the Funds and Investment Adviser regarding each Fund’s investment affairs, including economic, statistical and investment matters related to the Sub-Adviser’s duties hereunder. The Sub-adviser Adviser and its personnel shall also cooperate fully with counsel and auditors for, and the Chief Compliance Officers of, the Investment Adviser and the Trust. J. The Sub-Adviser will review its proxy voting activities draft reports to shareholders and other documents provided or available to it and provide comments on a periodic timely basis. The Investment Adviser or the Fund will provide such documents to the Sub-Adviser in a reasonable timeframe prior to the due date. In addition, the Sub-Adviser and each officer and portfolio manager thereof designated by the Investment Adviser will provide on a timely basis with such certifications or sub-certifications as the Trustees Investment Adviser or the Fund may reasonably request in order to support and with facilitate certifications required to be provided by the AdviserTrust’s Principal Executive Officer and Principal Accounting Officer in order to satisfy the Trust’s legal and regulatory requirements.

SERVICES TO BE RENDERED BY THE SUB. ADVISER TO THE TRUSTS AND THE FUNDSTRUST a. Subject always to the direction and control of the Trustees of each Trust, the SubA. As sub-adviser shall have investment discretion over the assets of each Fund and will manage the investments and determine the composition of these assets in accordance with the applicable Trust's registration statement, as amended. In fulfilling its obligations to manage the investments and reinvestments of the assets of each Fund, the Sub-adviser will: i. obtain Adviser will coordinate the investment and evaluate pertinent economicreinvestment of the assets of the Fund and determine the composition of the assets of the Fund, statisticalin accordance with the terms of this Agreement, financial and other information affecting the economy generally and individual companies or industries the securities of which are included in a Fund's portfolio ’s Prospectus and Statement of Additional Information, as currently in effect and as amended or are under consideration supplemented from time to time, and subject to the direction, supervision and control of the Investment Adviser and the Trustees of the Trust. The Sub-Adviser shall initially determine the identity and number of securities that will be applicable that day to redemption requests received for inclusion in a Fund's portfolio; ii. formulate and implement a continuous investment program for each Fund that is consistent with the investment objectives and related investment policies for such Fund as described in may be necessary as a result of rebalancing adjustments and corporate action events (and may give directions to the applicable Trust's registration statement’s custodian with respect to such designations). Prior to the commencement of the Sub-Adviser’s services hereunder, as amended, the Investment Adviser shall provide the Sub-Adviser with current copies of which shall be furnished the Fund’s Prospectus and Statement of Additional Information. The Investment Adviser undertakes to provide the Sub-Adviser with copies or other written notice of any amendments, modifications or supplements to the Fund’s Prospectus and Statement of Additional Information and the Sub-Adviser will not need to comply until a copy has been provided to the Sub-adviser promptly upon amendment;Adviser. iii. take whatever steps are necessary B. The Sub-Adviser is authorized to implement these investment programs by place orders for the purchase and sale of securitiessecurities for the Fund with or through such brokers, including dealers or banks as the placing Sub-Adviser may select and, subject to Section 28(e) of orders for such purchases and sales; iv. regularly report to the Trustees Securities Exchange Act of each Trust and to 1934, as amended (the “Exchange Act”), review by the Adviser with respect to and the implementation Board, and other applicable law, may pay commissions on transactions in excess of these investment programs; and v. provide assistance to each Trust's custodian regarding the fair value amount of securities held by each Fund for which market quotations are not readily available. b. The Sub-adviser, at its expense, will furnish all necessary investment and management facilities, including salaries of personnel required for it to execute its duties faithfully. c. The Sub-adviser will select brokers and dealers to effect all transactions subject to the following conditions: The Sub-adviser will place all necessary orders with brokers, dealers, commissions another broker or issuers and will negotiate brokerage commissions, if applicabledealer would have charged. The Sub-adviser is directed at all times to seek to execute brokerage transactions for each Fund in accordance with such policies or practices as may be established by the Trustees and described in the applicable Trust's registration statement, as amended, and consistent with its fiduciary obligation to Adviser will seek best execution. Subject to policies established from time to time by execution under the Board of Trustees circumstances of the Trustsparticular transaction taking into consideration the full range and quality of a broker’s services in placing brokerage including, among other things, the value of research provided as well as execution capability, commission rate, financial responsibility and responsiveness to the Sub-adviser may pay a broker-dealer which provides research and brokerage services a higher spread or commission for a particular transaction than otherwise might have been charged by another broker-dealer if the Adviser. The Sub-adviser determines that Adviser may aggregate sales and purchase orders of securities or derivatives held in the higher spread or commission is reasonable in relation to the value of the brokerage and research services that such broker-dealer provides, viewed in terms of either the particular transaction or the Sub-adviser's overall responsibilities Fund with respect to accounts similar orders being made simultaneously for other portfolios managed by the Sub-adviserAdviser if, in the Sub-Adviser’s reasonable judgment, such aggregation shall result in an overall economic benefit to the Fund. C. The Investment Adviser understands and agrees that the Sub-Adviser performs investment management services for various clients and may take action with respect to any of its other clients which may differ from action taken or from the timing or nature of action taken by the Sub-Adviser for the Fund. The Sub-adviser Adviser’s authority hereunder shall not be impaired because of the fact that it may use effect transactions with respect to securities for its own account or for the benefit accounts of others which it manages which are identical or similar to securities to which it may effect transactions for the Fund at the same or similar times. D. The Sub-Adviser will provide the Investment Adviser with copies of the Sub-adviser's other clientsAdviser’s current policies and procedures adopted in accordance with Rule 206(4)-7 under the Advisers Act. To the extent the Fund(s) are required by the 1940 Act to adopt any such policy or procedure, the Investment Adviser will submit such policy or make available procedure to companies affiliated the Trust’s Board of Trustees for adoption by each of the Funds, with such modifications or additions thereto as the Board of Trustees or the Investment Adviser may recommend with the Sub-adviser or to its directors for the benefit of their clients, any such brokerage and research services that the Sub-adviser obtains from brokers or dealers. d. On occasions when the Sub-adviser deems the purchase or sale of a security to be in the best interest of a Fund as well as other clients concurrence of the Sub-adviser, the Sub-adviser, to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities to be purchased or sold to attempt to obtain a more favorable price or lower brokerage commissions and efficient execution. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Sub-adviser in the manner the Sub-adviser considers to be the most equitable and consistent with its fiduciary obligations to each Fund and to its other clientsAdviser. e. E. The Sub-adviser Adviser will maintain and preserve all accounts, books and records with respect to each the Fund as are required of an investment sub-adviser of a registered investment company pursuant to the Investment Company 1940 Act of 1940, as amended (and the "Investment Company Act") and Investment Advisers Act of 1940, as amended (the "Investment Advisers Act") and the rules thereunderthereunder and shall file with the U.S. Securities and Exchange Commission (“SEC”) all forms pursuant to Sections 13F and 13G of the Exchange Act, with respect to its duties as are set forth herein. The records relating to the services provided under this Agreement shall be the property of the Fund. f. F. The Sub-adviser shall vote proxies relating Adviser will, unless and until otherwise directed by the Investment Adviser, exercise all rights of security holders with respect to securities held by each Fund's investment securities , including, but not limited to: voting proxies in accordance with the applicable Trust's Sub-Adviser’s then-current proxy voting policies policies. G. The Sub-Adviser will make available and proceduresprovide financial, which provide that accounting and statistical information concerning the Sub-adviser shall vote all proxies relating to Adviser required by the Fund in the preparation of registration statements, reports and other documents required by federal and state securities held by a laws, and such other information as the Fund andor the Investment Adviser may reasonably request for use in the preparation of such documents or of other materials necessary or helpful for the distribution of the Fund’s shares. H. In the performance of its duties and obligations under this Agreement, subject to the applicable Trust's policies and procedures, shall use proxy voting policies and procedures adopted by the Sub-adviser Adviser shall act in conformance conformity with Rule 206(4)-6 under the Fund’s Prospectuses and Statements of Additional Information and with the instructions and directions of the Investment Advisers Adviser and of the Board of Trustees and will conform and comply with the applicable requirements of the 1940 Act, the Internal Revenue Code of 1986, as amended, and all other applicable federal and state laws and regulations, as each is amended from time to time. I. The Sub-Adviser at its expense will make available to the Trustees and the Investment Adviser at reasonable times its portfolio managers and other appropriate personnel, either in person or, at the mutual convenience of the Investment Adviser and the Sub-Adviser, by telephone, in order to review the investment policies, performance and other investment related information regarding a Fund and to consult with the Trustees of the Funds and Investment Adviser regarding each Fund’s investment affairs, including economic, statistical and investment matters related to the Sub-Adviser’s duties hereunder, and will provide periodic reports to the Investment Adviser or the Trustees relating to the investment strategies it employs. The Sub-adviser Adviser and its personnel shall also cooperate fully with counsel and auditors for, and the Chief Compliance Officers of, the Investment Adviser and the Trust. J. The Sub-Adviser will review its proxy voting activities draft reports to shareholders and other documents provided or available to it and provide comments on a periodic timely basis. The Investment Adviser or the Fund will provide such documents to the Sub-Adviser in a reasonable timeframe prior to the due date. In addition, the Sub-Adviser and each officer and portfolio manager thereof designated by the Investment Adviser will provide on a timely basis with such certifications or sub-certifications as the Trustees Investment Adviser or the Fund may reasonably request in order to support and with facilitate certifications required to be provided by the AdviserTrust’s Principal Executive Officer and Principal Accounting Officer.

SERVICES TO BE RENDERED BY THE SUB. ADVISER TO THE TRUSTS AND THE FUNDSTRUST a. Subject always A. As adviser to the direction and control of the Trustees of each Trust, the Sub-adviser shall have investment discretion over the assets of each Fund and will manage the investments and determine the composition of these assets in accordance with the applicable Trust's registration statement, as amended. In fulfilling its obligations to manage the investments and reinvestments of the assets of each Fund, the Sub-adviser Adviser will coordinate the investment and reinvestment of the assets of the Fund and determine the composition of the assets of the Fund, in accordance with the terms of this Agreement, the Fund's Prospectus and Statement of Additional Information and subject to the direction, supervision and control of the Investment Adviser and the Trustees of the Trust. B. As part of the services it will provide hereunder, the Sub-Adviser will: i. obtain and evaluate pertinent economic, statistical, financial and other information affecting the economy generally and individual companies or industries the securities of which are included in a Fund's portfolio or are under consideration for inclusion in a Fund's portfolio; ii. (i) formulate and implement a continuous investment program and portfolio management compliance and reporting program for each Fund; (ii) take whatever steps it deems necessary or advisable to implement the investment program for each Fund that is consistent with the investment objectives and related investment policies by arranging for such Fund as described in the applicable Trust's registration statement, as amended, copies of which shall be furnished to the Sub-adviser promptly upon amendment; iii. take whatever steps are necessary to implement these investment programs by the purchase and sale of securities, including the placing of orders for such purchases securities and salesother investments; iv. regularly report to (iii) keep the Trustees of each the Trust and the Investment Adviser fully informed on an ongoing basis of all material facts concerning the investment and reinvestment of the assets of each Fund and the operations of the Sub-Adviser, make regular and periodic special written reports of such additional information concerning the same as may reasonably be requested from time to time by the Investment Adviser or the Trustees of the Trust, and attend meetings with respect the Investment Adviser and/or the Trustees, as reasonably requested, to discuss the implementation foregoing; (iv) in accordance with procedures and methods established by the Trustees of these investment programs; and v. the Trust, which may be amended from time to time, promptly notify the Investment Adviser or the Trustees of the Trust of securities in a Fund for which fair valuation may be required or of significant events that may require fair value pricing of all or a portion of a Fund's portfolio, provide assistance to each Trust's custodian regarding in determining the fair value of all securities held by and other investments/assets in the Fund, as necessary, and use reasonable efforts to arrange for the provision of valuation information or price(s) from party(ies) independent of the Sub-Adviser for each security or other investment/asset in the Fund for which market quotations prices are not readily available; and (v) cooperate with and provide reasonable assistance to the Investment Adviser, the Trust's administrator, the Trust's custodian and foreign custodians, the Trust's transfer agent and pricing agents and all other agents and representatives of the Trust and the Investment Adviser, keep all such persons fully informed as to such matters as they may reasonably deem necessary to the performance of their obligations to the Trust and the Investment Adviser, provide prompt responses to reasonable requests made by such persons and maintain any appropriate interfaces with each so as to promote the efficient exchange of information. b. C. In furnishing services hereunder, the Sub-Adviser shall be subject to, and shall perform in accordance with the following: (i) the Trust's Declaration of Trust, as the same may be hereafter modified and/or amended from time to time ("Trust Declaration"); (ii) the By-Laws of the Trust, as the same may be hereafter modified and/or amended from time to time ("By-Laws"); (iii) the currently effective Prospectus and Statement of Additional Information of the Trust filed with the Securities and Exchange Commission ("SEC") and delivered to the Sub-Adviser, as the same may be hereafter modified, amended and/or supplemented ("Prospectus and SAI"); (iv) the Investment Company Act and the Advisers Act and the rules under each, and all other federal and state laws or regulations applicable to the Trust and the Fund(s); (v) any order or no-action letter of the SEC governing the operation of the Trust, (vi) the Trust's Compliance Manual and other policies and procedures adopted from time to time by the Board of Trustees of the Trust; and (vii) the written instructions of the Investment Adviser. Prior to the commencement of the Sub-Adviser's services hereunder, the Investment Adviser shall provide the Sub-Adviser with current copies of the Trust Declaration, By-Laws, Prospectus and SAI, any order or no-action letter of the SEC governing the operation of the Trust, Compliance Manual and other relevant policies and procedures that are adopted by the Board of Trustees. The Investment Adviser undertakes to provide the Sub-Adviser with copies or other written notice of any amendments, modifications or supplements to any such above-mentioned document. D. The Sub-adviserAdviser, at its expense, will furnish furnish: (i) all necessary investment facilities and management personnel, including salaries, expenses and fees of any personnel required for them to faithfully perform their duties under this Agreement; and (ii) administrative facilities, including salaries bookkeeping, and all equipment necessary for the efficient conduct of personnel required for it to execute its the Sub-Adviser's duties faithfullyunder this Agreement. c. E. The Sub-adviser Adviser will select brokers and dealers to effect all Fund transactions subject to the following conditions: conditions set forth herein. The Sub-adviser Adviser will place all necessary orders with brokers, dealers, or issuers issuers, and will negotiate brokerage commissions, if applicable. The Sub-adviser Adviser is directed at all times to seek to execute brokerage transactions for each Fund (i) in accordance with such policies any written policies, practices or practices as procedures that may be established by the Board of Trustees and described in or the applicable Trust's registration statement, as amended, and consistent with its fiduciary obligation to seek best execution. Subject to policies established Investment Adviser from time to time by and which have been provided to the Board Sub-Adviser, (ii) as described in the Trust's Prospectus and SAI, and (iii) in accordance with applicable federal and state laws and regulations. In placing any orders for the purchase or sale of Trustees investments for each Fund, in the name of the TrustsFund or its nominees, the Sub-adviser may pay a broker-dealer which provides research Adviser shall use its best efforts to obtain for the Fund "best execution", considering all of the circumstances, and brokerage services a higher spread shall maintain records adequate to demonstrate compliance with this requirement. In no instance will Fund securities be purchased from or commission for a particular transaction than otherwise might have been charged by another broker-dealer if sold to the Sub-adviser determines that Adviser, or any affiliated person thereof, except in accordance with the higher spread or commission is reasonable in relation Investment Company Act, the Advisers Act and the rules under each, and all other federal and state laws and regulations applicable to the value of Trust and the brokerage and research services that such broker-dealer provides, viewed in terms of either the particular transaction or the Sub-adviser's overall responsibilities with respect to accounts managed by the Sub-adviser. Fund. F. The Sub-adviser may use for the benefit Adviser is not authorized to engage in "soft-dollar" transactions permitted by Section 28(e) of the Sub-adviserSecurities Exchange Act of 1934, as amended ("Exchange Act"), without the express written approval of the Adviser or the Trust's other clients, or make available to companies affiliated with the Sub-adviser or to its directors for the benefit Board of their clients, any such brokerage and research services that the Sub-adviser obtains from brokers or dealersTrustees. d. G. On occasions when the Sub-adviser Adviser deems the purchase or sale of a security to be in the best interest of a Fund the Fund(s) as well as other clients of the Sub-adviserAdviser, the Sub-adviser, Adviser to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities to be purchased or sold to attempt to obtain a more favorable price or lower brokerage commissions and efficient execution. In such event, allocation Allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Sub-adviser Adviser in the manner which the Sub-adviser Adviser considers to be the most equitable and consistent with its fiduciary obligations to each Fund and to its other clientsclients over time. The Investment Adviser agrees that the Sub-Adviser and its affiliates may give advice and take action in the performance of their duties with respect to any of their other clients that may differ from advice given, or the timing or nature of actions taken, with respect to the Fund. The Investment Adviser also acknowledges that the Sub-Adviser and its affiliates are fiduciaries to other entities, some of which have the same or similar investment objectives (and will hold the same or similar investments) as the Fund, and that the Sub-Adviser will carry out its duties hereunder together with its duties under such relationships. e. H. The Sub-adviser Adviser will maintain all accounts, books and records with respect to each Fund as are required of an investment sub-adviser of a registered investment company pursuant to the Investment Company Act of 1940, as amended (the "Investment Company Act") and Investment Advisers Act of 1940, as amended (the "Investment Advisers Act") and the rules thereunderthereunder and shall file with the SEC all forms pursuant to Section 13 of the Exchange Act, with respect to its duties as are set forth herein. f. I. The Sub-adviser shall vote proxies relating Adviser will, unless and until otherwise directed by the Investment Adviser or the Board of Trustees, exercise all rights of security holders with respect to securities held by each Fund's investment securities , including, but not limited to: voting proxies in accordance with the applicable Trust's then-current proxy voting policies and procedurespolicies, which provide that the Sub-adviser shall vote all proxies relating converting, tendering, exchanging or redeeming securities; acting as a claimant in class action litigation (including litigation with respect to securities held by previously held); and exercising rights in the context of a Fund and, subject to the applicable Trust's policies and procedures, shall use proxy voting policies and procedures adopted by the Sub-adviser in conformance with Rule 206(4)-6 under the Investment Advisers Act. The Sub-adviser shall review its proxy voting activities on a periodic basis with the Trustees and with the Adviserbankruptcy or other reorganization.

SERVICES TO BE RENDERED BY THE SUB. ADVISER TO THE TRUSTS AND THE FUNDSTRUST a. Subject always to the direction and control of the Trustees of each Trust, the SubA. As sub-adviser shall have investment discretion over the assets of each Fund and will manage the investments and determine the composition of these assets in accordance with the applicable Trust's registration statement, as amended. In fulfilling its obligations to manage the investments and reinvestments of the assets of each Fund, the Sub-adviser will: i. obtain Adviser will coordinate the investment and evaluate pertinent economicreinvestment of the assets of the Funds and determine the composition of the assets of the Fund, statisticalin accordance with the terms of this Agreement, financial each Fund’s Prospectus and Statement of Additional Information (“SAI”), as currently in effect and as amended or supplemented from time to time, and subject to the direction, supervision and control of the Investment Adviser and the Trustees of the Trust. Prior to the commencement of the Sub-Adviser’s services hereunder, the Investment Adviser shall provide the Sub-Adviser with current copies of the Fund’s Prospectus and SAI. The Investment Adviser undertakes to provide the Sub-Adviser with copies or other information affecting the economy generally and individual companies written notice of any amendments, modifications or industries the securities of which are included in supplements to a Fund's portfolio or are under consideration for inclusion in ’s Prospectus and SAI and the Sub-Adviser will not need to comply until a Fund's portfolio; ii. formulate and implement a continuous investment program for each Fund that is consistent with the investment objectives and related investment policies for such Fund as described in the applicable Trust's registration statement, as amended, copies of which shall be furnished copy has been provided to the Sub-adviser promptly upon amendment;Adviser and agreed upon. iii. take whatever steps are necessary B. If directed by the Investment Adviser, the Sub-Adviser is authorized to implement these investment programs by place orders for the purchase and sale of securitiessecurities for the Funds with or through such brokers, including dealers or banks as the placing Sub-Adviser may select and, subject to Section 28(e) of orders for such purchases the Securities Exchange Act of 1934, as amended (the “Exchange Act”), review by the Investment Adviser and sales; iv. regularly report to the Trustees and other applicable law, may pay commissions on transactions in excess of each Trust and to the Adviser with respect to the implementation amount of these investment programs; and v. provide assistance to each Trust's custodian regarding the fair value of securities held by each Fund for which market quotations are not readily available. b. The Sub-adviser, at its expense, will furnish all necessary investment and management facilities, including salaries of personnel required for it to execute its duties faithfully. c. The Sub-adviser will select brokers and dealers to effect all transactions subject to the following conditions: The Sub-adviser will place all necessary orders with brokers, dealers, commissions another broker or issuers and will negotiate brokerage commissions, if applicabledealer would have charged. The Sub-adviser is directed at all times to seek to execute brokerage transactions for each Fund in accordance with such policies or practices as may be established by the Trustees and described in the applicable Trust's registration statement, as amended, and consistent with its fiduciary obligation to Adviser will seek best execution. Subject to policies established from time to time by execution under the Board of Trustees circumstances of the Trustsparticular transaction taking into consideration the full range and quality of a broker’s services in placing brokerage including, among other things, the value of research provided as well as execution capability, commission rate, financial responsibility and responsiveness to the Sub-adviser may pay a broker-dealer which provides research and brokerage services a higher spread or commission for a particular transaction than otherwise might have been charged by another broker-dealer if the Adviser. The Sub-adviser determines that the higher spread Adviser may aggregate sales and purchase orders of securities or commission is reasonable derivatives held in relation to the value of the brokerage and research services that such broker-dealer provides, viewed in terms of either the particular transaction or the Sub-adviser's overall responsibilities a Fund with respect to accounts similar orders being made simultaneously for other portfolios managed by the Sub-adviserAdviser if, in the Sub-Adviser’s reasonable judgment, such aggregation shall result in an overall economic benefit to the Funds in accordance with the Sub-Adviser’s policies and procedures. Sub-Adviser agrees to provide the Investment Adviser with a copy of these policies and procedures. C. The Investment Adviser understands and agrees that the Sub-Adviser performs investment management services for various clients and may take action with respect to any of its other clients which may differ from action taken or from the timing or nature of action taken by the Sub-Adviser for a Fund. The Sub-adviser Adviser’s authority hereunder shall not be impaired because of the fact that it may use effect transactions with respect to securities for its own account or for the benefit accounts of others which it manages which are identical or similar to securities to which it may, if directed by the Investment Adviser, effect transactions for a Fund at the same or similar times. D. The Sub-Adviser will provide Investment Adviser with copies of the Sub-adviser's other clients, or make available Adviser’s current policies and procedures adopted in accordance with Rule 206(4)-7 under the Adviser Act. Only to companies affiliated with the Sub-adviser or extent that the Funds are required by the 1940 Act to its directors for the benefit of their clients, adopt any such brokerage and research services that policy or procedure, the Sub-adviser obtains from brokers Investment Adviser will submit such policy or dealers. d. On occasions when procedure to the Sub-adviser deems Trust’s Board of Trustees for adoption or ratification by each of the purchase Funds, with such modifications or sale additions thereto as the Board of a security Trustees or the Investment Adviser may recommend subject to be in the best interest of a Fund as well as other clients concurrence of the Sub-adviser, the Adviser. E. The Adviser and Sub-adviser, to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities to be purchased or sold to attempt to obtain a more favorable price or lower brokerage commissions and efficient execution. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Sub-adviser in the manner the Sub-adviser considers to be the most equitable and consistent with its fiduciary obligations to each Fund and to its other clients. e. The Sub-adviser Adviser will maintain and preserve all accounts, books and records with respect to each Fund the Funds as are required of an investment sub-adviser of a registered investment company pursuant to the Investment Company 1940 Act of 1940, as amended (and the "Investment Company Act") and Investment Advisers Act of 1940, as amended (the "Investment Advisers Act") and the rules thereunderthereunder and the Adviser shall file with the SEC all forms pursuant to Sections 13D, 13F and 13G of the Exchange Act solely on its own behalf (and those filings remain the property of the Sub-Adviser), with respect to its investments or holdings. The Funds or the Sub-Adviser may have its own filing obligations with respect to Sections 13D, 13F or 13G under the Exchange Act. The records relating to the services provided under this Agreement shall be the property of the Fund. The Funds, the Sub-Adviser or the Investment Adviser shall have the right to copies of such records if required under applicable law. f. The F. If directed by the Investment Adviser, the Sub-adviser shall vote proxies relating Adviser will exercise all investment rights of security holders with respect to securities held by each Fund's investment securities , including, but not limited to: voting proxies in accordance with the applicable Trust's Sub-Adviser’s then-current proxy voting policies and procedurespolicies. Notwithstanding anything else to the contrary in this Agreement, which provide that the Sub-adviser Adviser will not compile or file claims or take any related actions on behalf of the Funds or Investment Adviser in any class action, bankruptcy or other legal proceeding related to the securities currently or previously held in the Funds, unless otherwise agreed to in writing by the Investment Adviser and the Funds. However, the Sub-Adviser shall vote all proxies relating to provide factual information in its possession as the Investment Adviser may reasonably request. G. The Sub-Adviser will make available and provide information concerning the Sub-Adviser required by the Funds in the preparation of registration statements, reports and other documents required by federal and state securities held by laws, and such other information as the Funds or the Investment Adviser may reasonably request for use in the preparation of such documents, or of other materials necessary or helpful for the distribution of a Fund andFund’s shares, subject to the applicable Trust's policies and procedures, shall express use proxy voting policies and procedures adopted by of name approval rights of the Sub-adviser Adviser pursuant to Section 14 of this Agreement. Subject to paragraph 5 of this Agreement, the Funds, Trust, Adviser or principal underwriter shall be solely responsible for the compliance of promotional materials with applicable laws and rules, including those of any applicable self-regulatory organization, subject to Section 14 of this Agreement. H. In the performance of its duties and obligations under this Agreement, the Sub-Adviser shall act in conformance conformity with Rule 206(4)-6 under each Fund’s Prospectuses and SAI and with the instructions and directions of the Investment Advisers Adviser and of the Trustees and will conform and comply with the applicable requirements of the 1940 Act, the Internal Revenue Code of 1986, as amended, and all other applicable federal and state laws and regulations, as each is amended from time to time. I. The Sub-Adviser at its own expense will make available to the Trustees and the Adviser at reasonable times its portfolio managers and other appropriate personnel, either in person or, at the mutual convenience of the Investment Adviser and the Sub-Adviser, by telephone, in order to review the investment policies, performance and other investment related information regarding a Fund and to consult with the Trustees of the Fund and Investment Adviser regarding each Fund’s investment affairs, including economic, statistical and investment matters related to the Sub-Adviser’s duties hereunder, and will provide periodic reports to the Investment Adviser or the Trustees relating to the investment strategies it employs. The Sub-adviser Adviser and its personnel shall also cooperate fully with the commercially reasonable requests of counsel and auditors for, and the Chief Compliance Officers of, the Investment Adviser and the Trust. J. The Sub-Adviser will review its proxy voting activities draft reports to shareholders and other documents provided or available to it and provide comments on a periodic timely basis. The Investment Adviser will provide such documents to the Sub-Adviser in a reasonable timeframe prior to the due date. In addition, the Sub-Adviser and each officer and portfolio manager thereof designated by the Investment Adviser will provide on a timely basis with such certifications or sub-certifications as the Trustees Investment Adviser may reasonably request in order to support and with facilitate certifications required to be provided by the AdviserTrust’s Principal Executive Officer and Principal Accounting Officer.

SERVICES TO BE RENDERED BY THE SUB. ADVISER TO THE TRUSTS AND THE FUNDSTRUST a. Subject always A. As sub-adviser to the direction and control of the Trustees of each TrustFund, the Sub-adviser shall have Adviser will coordinate the investment discretion over and reinvestment of the assets of each the Fund and will manage the investments and determine the composition of these the assets of the Fund, and shall have discretion in purchasing and in selling securities and other assets for the Fund, in accordance with the applicable Trust's registration statement, as amended. In fulfilling its obligations to manage the investments and reinvestments terms of the assets of each Fundthis Agreement, the Sub-adviser will: i. obtain Fund’s Prospectus and evaluate pertinent economic, statistical, financial Statement of Additional Information (“SAI”) and other information affecting the economy generally and individual companies or industries the securities of which are included in a Fund's portfolio or are under consideration for inclusion in a Fund's portfolio; ii. formulate and implement a continuous investment program for each Fund that is consistent with the investment objectives and related investment policies for such Fund as described in the applicable Trust's registration statement, as amended, copies of which shall be furnished to the Sub-adviser promptly upon amendment; iii. take whatever steps are necessary to implement these investment programs by the purchase and sale of securities, including the placing of orders for such purchases and sales; iv. regularly report to the Trustees of each Trust and to the Adviser with respect to the implementation of these investment programs; and v. provide assistance to each Trust's custodian regarding the fair value of securities held by each Fund for which market quotations are not readily available. b. The Sub-adviser, at its expense, will furnish all necessary investment and management facilities, including salaries of personnel required for it to execute its duties faithfully. c. The Sub-adviser will select brokers and dealers to effect all transactions subject to the following conditions: The Sub-adviser will place all necessary orders with brokersdirection, dealers, or issuers supervision and will negotiate brokerage commissions, if applicable. The Sub-adviser is directed at all times to seek to execute brokerage transactions for each Fund in accordance with such policies or practices as may be established by control of the Trustees Investment Adviser and described in the applicable Trust's registration statement, as amended, and consistent with its fiduciary obligation to seek best execution. Subject to policies established from time to time by the Board of Trustees of the TrustsTrust. Prior to the commencement of the Sub-Adviser’s services hereunder, the Investment Adviser shall provide the Sub-Adviser with current copies of the Fund’s Prospectus and SAI. The Investment Adviser undertakes to provide the Sub-Adviser with copies or other written notice of any amendments, modifications or supplements to the Fund’s Prospectus and SAI and the Sub-Adviser will not need to comply until a copy has been provided to the Sub-Adviser and agreed upon. B. The Sub-Adviser is authorized, in its discretion, to place orders for the purchase and sale of securities with or through such brokers, dealers or banks as the Sub-Adviser may select and to open, maintain and close accounts in the name and on behalf of the Trust and the Fund or any of its subsidiaries with such brokers, dealers and banks, and may also place orders directly with an issuer. The Sub-Adviser will seek to obtain best execution under the circumstances of the particular transaction taking into consideration the full range and quality of a broker’s services in placing brokerage including, among other things, the value of research provided as well as execution capability, commission rate, financial responsibility and responsiveness to the Sub-Adviser. Consistent with this principle, the Sub-adviser Adviser may place orders with brokers and dealers (including affiliates of the Adviser or the Sub-Adviser, subject to compliance with the Trust’s Rule 17e-1 policies and procedures) that provide the Sub-Adviser with “research services” as such term is used in Section 28(e) of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (the “1934 Act”). Such research services received from such brokers and dealers will be in addition to, and not in lieu of, the services required to be performed by the Sub-Adviser hereunder or the compensation to be received by the Sub-Adviser hereunder. Subject to any Fund procedures that are communicated to the Sub-Adviser in writing and applicable law, the Sub-Adviser shall not be deemed to have acted unlawfully or to have breached any duty created by this Agreement or otherwise solely by reason of its having caused the Fund to pay a brokerbroker or dealer that provides brokerage and research services to the Sub-dealer which provides research and brokerage services a higher spread Adviser or its affiliates an amount of commission for effecting a particular portfolio investment transaction than otherwise might in excess of the amount of commission another broker or dealer would have been charged by another broker-dealer for effecting that transaction, if the Sub-adviser Adviser determines in good faith that the higher spread or such amount of commission is was reasonable in relation to the value of the brokerage and research services that provided by such broker-dealer providesbroker or dealer, viewed in terms of either the that particular transaction or the Sub-adviser's Adviser’s overall responsibilities with respect to accounts managed by the Sub-adviser. The Sub-adviser may use for the benefit of the Sub-adviser's other clients, or make available Fund and to companies affiliated with the Sub-adviser or to its directors for the benefit of their clients, any such brokerage and research services that the Sub-adviser obtains from brokers or dealers. d. On occasions when the Sub-adviser deems the purchase or sale of a security to be in the best interest of a Fund as well as other clients of the Sub-adviser, Adviser and its affiliates as to which the Sub-adviser, to the extent permitted by applicable laws Adviser and regulations, may, its affiliates exercise investment discretion. The Sub-Adviser may (but shall be under no obligation is not required to, ) aggregate the sales and purchase orders of securities to be purchased or sold to attempt to obtain a more favorable price or lower brokerage commissions and efficient execution. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred derivatives held in the transaction, will be Fund with similar orders being made simultaneously for other portfolios managed by the Sub-adviser Adviser if, in the manner the Sub-adviser considers Adviser’s reasonable judgment, such aggregation shall result in an overall economic benefit to be the most equitable and consistent with its fiduciary obligations to each Fund and to its other clientsFund. e. C. The Investment Adviser understands and agrees that the Sub-Adviser and its affiliates perform investment management services for various clients, some of which have investment strategies similar to the Fund, and may take action with respect to any of its or their other clients which may differ from, or be substantially similar to, action taken or from the timing or nature of action taken by the Sub-Adviser for the Fund. The Sub-adviser Adviser’s authority hereunder shall not be impaired because of the fact that it or its affiliates may effect transactions with respect to securities for its or their own account or for the accounts of others which the Sub-Adviser or an affiliate manages which are identical or similar to securities with respect to which the Sub-Adviser may effect transactions for the Fund at the same or similar times. D. The Sub-Adviser will provide the Investment Adviser with copies of the Sub-Adviser’s current policies and procedures adopted in accordance with Rule 206(4)-7 under the Advisers Act. To the extent the Fund is required by the 1940 Act to adopt any such policy or procedure, the Investment Adviser will submit such policy or procedure to the Board of Trustees for adoption by the Fund, with such modifications or additions thereto as the Board of Trustees or the Investment Adviser may recommend with the concurrence of the Sub-Adviser. E. The Sub-Adviser will maintain and preserve all accounts, books and records with respect to each its services hereunder on behalf of the Fund as are required of an investment sub-adviser of a registered investment company pursuant to the Investment Company 1940 Act of 1940, as amended and Advisers Act and shall file with the U.S. Securities and Exchange Commission (the "Investment Company Act"“SEC”) all forms it is required to file pursuant to Section 13(f) and Investment Advisers Act 13(g) of 1940the 1934 Act, with respect to its duties as amended (are set forth herein. The records maintained by the "Investment Advisers Act") Sub-Adviser hereunder on behalf of the Fund and relating to the rules thereunderservices provided under this Agreement shall be the property of the Fund. f. F. The Sub-adviser shall vote Adviser will, unless and until otherwise directed by the Investment Adviser, exercise all rights of security holders with respect to securities held by the Fund, including, but not limited to, voting proxies relating to each Fund's investment securities in accordance with the applicable Trust's Sub-Adviser’s then-current proxy voting policies policies. as approved by the Fund and procedures, which provide that the Sub-adviser shall vote all proxies relating filing class action claims with respect to securities held by a Fund and, subject to the applicable Trust's policies Fund. G. The Sub-Adviser will make available and procedures, shall use proxy voting policies and procedures adopted by provide information concerning the Sub-adviser Adviser required by the Fund in conformance with Rule 206(4)-6 under the preparation of its registration statements, reports and other documents required by federal and state securities laws, and such other information as the Fund or the Investment Advisers Adviser may reasonably request for use in the preparation of such documents or of other materials necessary or helpful for the distribution of the Fund’s shares. H. In the performance of its duties and obligations under this Agreement, the Sub-Adviser shall act in conformity with the Fund’s Prospectus and SAI and with the instructions and directions of the Investment Adviser and of the Board of Trustees and will comply in all materials respects with the applicable requirements of the 1940 Act, the Internal Revenue Code of 1986, as amended, and all other applicable federal and state laws and regulations, as each is amended from time to time. I. The Sub-Adviser at its expense will make available to the Board of Trustees and the Investment Adviser at reasonable times its portfolio managers and other appropriate personnel, either in person or by telephone, at the mutual convenience of the Investment Adviser and the Sub-Adviser, in order to review the investment policies, performance and other investment related information regarding a Fund and to consult with the Board of Trustees of the Fund and Investment Adviser regarding the Fund’s investment affairs, including economic, statistical and investment matters related to the Sub-Adviser’s duties hereunder. The Sub-adviser Adviser and its personnel shall also cooperate fully with counsel and auditors for, and the Chief Compliance Officers of, the Investment Adviser and the Trust in matters relating to the Sub-Adviser’s services on behalf of the Fund. J. The Sub-Adviser will review its proxy voting activities draft reports to shareholders and other documents provided or available to it and provide any comments on a periodic timely basis. The Investment Adviser or the Fund will provide such documents to the Sub-Adviser in a reasonable timeframe prior to the due date. In addition, the Sub-Adviser and each officer and portfolio manager thereof designated by the Investment Adviser will provide on a timely basis with such certifications or sub-certifications as the Trustees Investment Adviser or the Fund may reasonably request in order to support and with facilitate certifications required to be provided by the AdviserTrust’s Principal Executive Officer and Principal Accounting Officer in order to satisfy the Trust’s legal and regulatory requirements.

SERVICES TO BE RENDERED BY THE SUB. ADVISER TO THE TRUSTS AND THE FUNDSTRUST a. Subject always A. As investment sub-adviser to the direction and control of the Trustees of each TrustPortfolio, the Sub-adviser shall have Adviser will coordinate the investment discretion over and reinvestment of the assets of each Fund and will manage the investments Allocated Portion and determine the composition of these assets in accordance with the applicable Trust's registration statement, as amended. In fulfilling its obligations to manage the investments and reinvestments of the assets of each Fundthe Allocated Portion, subject always to the supervision and control of the Manager and the Trustees of the Trust. B. As part of the services it will provide hereunder, the Sub-adviser Adviser will: i. (i) obtain and evaluate evaluate, to the extent deemed necessary and advisable by the Sub-Adviser in its discretion, pertinent economic, statistical, financial financial, and other information affecting the economy generally and individual companies or industries industries, the securities of which are included in a Fund's portfolio the Allocated Portion or are under consideration for inclusion in a Fund's portfoliothe Allocated Portion; (ii. ) formulate and implement a continuous investment program for each Fund that is consistent with the investment objectives and related investment policies for such Fund as described in the applicable Trust's registration statement, as amended, copies of which shall be furnished to the Sub-adviser promptly upon amendmentAllocated Portion; (iii. ) take whatever steps are necessary to implement these the investment programs program for the Allocated Portion by arranging for the purchase and sale of securitiessecurities and other investments, including issuing directives to the placing administrator of orders the Trust as necessary for such purchases and salesthe appropriate implementation of the investment program of the Allocated Portion; (iv. regularly report to ) keep the Trustees of each the Trust and the Manager fully informed in writing on an ongoing basis as agreed by the Manager and Sub-Adviser of all material facts concerning the investment and reinvestment of the assets in the Allocated Portion, the Sub-Adviser and its key investment personnel and operations, make periodic special written reports of such additional information concerning the same as may reasonably be requested from time to time by the Manager or the Trustees of the Trust and the Sub-Adviser will attend meetings with respect the Manager and/or the Trustees, as reasonably requested, to discuss the implementation foregoing; (v) in accordance with procedures and methods established by the Trustees of these investment programs; and v. the Trust, which may be amended from time to time, provide assistance to each Trust's custodian regarding in determining the fair value of all securities held by and other investments/assets in the Allocated Portion, as necessary, and use reasonable efforts to arrange for the provision of valuation information or a price(s) from a party(ies) independent of the Sub-Adviser for each Fund security or other investment/asset in the Allocated Portion for which market quotations prices are not readily available; (vi) provide any and all material composite performance information, records and supporting documentation about accounts the Sub-Adviser manages, if appropriate, which are relevant to the Allocated Portion and that have investment objectives, policies, and strategies substantially similar to those employed by the Sub-Adviser in managing the Allocated Portion that may be reasonably necessary, under applicable laws, to allow the Portfolio or its agent to present information concerning Sub-Adviser’s prior performance in the Trust’s Prospectus and SAI (as hereinafter defined) and any permissible reports and materials prepared by the Portfolio or its agent; and (vii) cooperate with and provide reasonable assistance to the Manager, the Trust’s administrator, the Trust’s custodian and foreign custodians, the Trust’s transfer agent and pricing agents and all other agents and representatives of the Trust and the Manager, keep all such persons fully informed as to such matters as they may reasonably deem necessary to the performance of their obligations to the Trust and the Manager, provide prompt responses to reasonable requests made by such persons and maintain any appropriate interfaces with each so as to promote the efficient exchange of information. b. C. In furnishing services hereunder, the Sub-Adviser shall be subject to, and shall perform in accordance with the following: (i) the Trust’s Agreement and Declaration of Trust, as the same may be hereafter modified and/or amended from time to time (“Trust Declaration”); (ii) the By-Laws of the Trust, as the same may be hereafter modified and/or amended from time to time (“By-Laws”); (iii) the currently effective Prospectus and Statement of Additional Information of the Trust filed with the SEC and delivered to the Sub-Adviser, as the same may be hereafter modified, amended and/or supplemented (“Prospectus and SAI”); (iv) the Investment Company Act and the Advisers Act and the rules under each, and all other federal and state laws or regulations applicable to the Trust and the Portfolio; (v) the Trust’s Compliance Manual and other policies and procedures adopted from time to time by the Board of Trustees of the Trust; and (vi) the written instructions of the Manager. Prior to commencement of the Sub-Adviser’s services hereunder, the Manager shall provide the Sub-Adviser with current copies of the Trust Declaration, By-Laws, Prospectus and SAI, Compliance Manual and other relevant policies and procedures that are adopted by the Board of Trustees. The Manager undertakes to provide the Sub-Adviser with copies or other written notice of any amendments, modifications or supplements to any such above-mentioned document. D. In furnishing services hereunder, the Sub-Adviser will not consult with any other sub-adviser to (i) the Portfolio, (ii) any other Portfolio of the Trust or (iii) any other investment company under common control with the Trust concerning transactions of the Portfolio in securities of other assets. (This shall not be deemed to prohibit the Sub-Adviser from consulting with any of its affiliated persons concerning transactions in securities or other assets. This shall also not be deemed to prohibit the Sub-Adviser from consulting with any of the other covered sub-advisers concerning compliance with paragraphs (a) and (b) of Rule 12d3-1.) E. The Sub-adviserAdviser, at its expense, will furnish furnish: (i) all necessary investment facilities and management personnel, including salaries, expenses and fees of any personnel required for them to faithfully perform their duties under this Agreement; and (ii) administrative facilities, including salaries bookkeeping, and all equipment necessary for the efficient conduct of personnel required for it to execute its the Sub-Adviser’s duties faithfullyunder this Agreement. c. F. The Sub-adviser Adviser will select brokers and dealers to effect all Portfolio transactions subject to the following conditions: conditions set forth herein. The Sub-adviser Adviser will place all necessary orders with brokers, dealers, or issuers issuers, and will negotiate brokerage commissions, if applicable. The Sub-adviser Adviser is directed at all times to seek to execute brokerage transactions for each Fund the Allocated Portion (i) in accordance with such policies any written policies, practices or practices as procedures that may be established by the Board of Trustees and described in or the applicable Trust's registration statement, as amended, and consistent with its fiduciary obligation to seek best execution. Subject to policies established Manager from time to time and which have been provided to the Sub-Adviser or (ii) as described in the Trust’s Prospectus and SAI. In placing any orders for the purchase or sale of investments for the Portfolio, in the name of the Allocated Portion or its nominees, the Sub-Adviser shall use its best efforts to obtain for the Allocated Portion “best execution”, considering all of the circumstances, and shall maintain records adequate to demonstrate compliance with this requirement. In no instance will portfolio securities be purchased from or sold to the Sub-Adviser, or any affiliated person thereof, except in accordance with the Investment Company Act, the Advisers Act and the rules under each, and all other federal and state laws or regulations applicable to the Trust and the Portfolio. G. Subject to the appropriate policies and procedures approved by the Board of Trustees Trustees, Sub-Adviser may, to the extent authorized by Section 28(e) of the TrustsSecurities Exchange Act of 1934, as amended (“Exchange Act”) cause the Allocated Portion to pay a broker or dealer that provides brokerage or research services to the Manager, the Sub-adviser may pay a broker-dealer which provides research Adviser and brokerage services a higher spread or the Allocated Portion an amount of commission for effecting a particular Portfolio transaction than otherwise might in excess of the amount of commission another broker or dealer would have been charged by another broker-dealer for effecting that transaction if the Sub-adviser determines Adviser determines, in good faith, that the higher spread or such amount of commission is reasonable in relation relationship to the value of the such brokerage and or research services that such broker-dealer provides, provided viewed in terms of either the that particular transaction or the Sub-adviser's Adviser’s overall responsibilities with respect to accounts managed the Portfolio or its other advisory clients. To the extent authorized by Section 28(e) and the Trust’s Board of Trustees, the Sub-adviserAdviser shall not be deemed to have acted unlawfully or to have breached any duty created by this Agreement or otherwise solely by reason of such action. The Sub-adviser Subject to seeking best execution, the Board of Trustees or the Manager may use for the benefit of direct the Sub-adviser's other clients, Adviser to effect transactions in Portfolio securities through broker-dealers in a manner that will help generate resources to pay the cost of certain expenses which the Trust is required to pay or make available for which the Trust is required to companies affiliated with the Sub-adviser or to its directors for the benefit of their clients, any such brokerage and research services that the Sub-adviser obtains from brokers or dealersarrange payment. d. H. On occasions when the Sub-adviser Adviser deems the purchase or sale of a security to be in the best interest of a Fund the Allocated Portion as well as other clients of the Sub-adviserAdviser, the Sub-adviser, Adviser to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities to be purchased or sold to attempt to obtain a more favorable price or lower brokerage commissions and efficient execution. In such event, allocation Allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Sub-adviser Adviser in the manner which the Sub-adviser Adviser considers to be the most equitable and consistent with its fiduciary obligations to each Fund the Allocated Portion and to its other clientsclients over time. The Manager agrees that Sub-Adviser and its affiliates may give advice and take action in the performance of their duties with respect to any of their other clients that may differ from advice given, or the timing or nature of actions taken, with respect to the Allocated Portion. The Manager also acknowledges that Sub-Adviser and its affiliates are fiduciaries to other entities, some of which have the same or similar investment objectives (and will hold the same or similar investments) as the Allocated Portion, and that Sub-Adviser will carry out its duties hereunder together with its duties under such relationships. Nothing in this Agreement shall be deemed to confer upon Sub-Adviser any obligation to purchase or to sell or to recommend for purchase or sale for the Allocated Portion any investment that Sub-Adviser, its affiliates, officers or employees may purchase or sell for its or their own account or for the account of any client, if in the sole and absolute discretion of Sub-Adviser it is for any reason impractical or undesirable to take such action or make such recommendation for the Allocated Portion. e. I. The Sub-adviser Adviser will maintain all accounts, books and records with respect to each Fund the Allocated Portion as are required of an investment sub-adviser of a registered investment company pursuant to the Investment Company Act of 1940, as amended (the "Investment Company Act") and Investment Advisers Act of 1940, as amended (the "Investment Advisers Act") and the rules thereunderthereunder and shall file with the SEC all forms pursuant to Section 13 of the Exchange Act, with respect to its duties as are set forth herein. f. J. The Sub-adviser shall Adviser will, unless and until otherwise directed by the Manager or the Board of Trustees, vote proxies relating with respect to each Fund's investment the Allocated Portion’s securities and exercise rights in corporate actions or otherwise in accordance with the applicable Trust's Sub-Adviser’s proxy voting policies and proceduresguidelines, as amended from time to time, which provide that the Sub-adviser shall vote all proxies relating to securities held by a Fund and, subject be provided to the applicable Trust's policies Trust and procedures, shall use proxy voting policies and procedures adopted by the Sub-adviser in conformance with Rule 206(4)-6 under the Investment Advisers Act. The Sub-adviser shall review its proxy voting activities on a periodic basis with the Trustees and with the AdviserManager.

SERVICES TO BE RENDERED BY THE SUB. ADVISER TO THE TRUSTS AND THE FUNDS a. Subject always FUND. As an investment adviser to the direction and control of the Trustees of each Trust, the Sub-adviser shall have investment discretion over the assets of each Fund and will manage the investments and determine the composition of these assets in accordance with the applicable Trust's registration statement, as amended. In fulfilling its obligations to manage the investments and reinvestments of the assets of each Fund, the Sub-adviser Adviser shall, subject to the supervision and oversight of the Board and the Investment Manager, manage the investment and reinvestment of the Allocated Portion. As part of the services it will provide hereunder, the Sub-Adviser will: i. obtain a. advise the Investment Manager and evaluate pertinent economicthe Fund in connection with investment policy decisions to be made by it regarding the Fund and, statisticalupon request, financial furnish the Investment Manager and other information affecting the economy generally Fund with research, economic and individual companies or industries statistical data in connection with the securities of which are included in a Fund's portfolio or are under consideration for inclusion in a Fund's portfolio’s investments and investment policies; ii. b. formulate and implement a continuous investment program for each Fund that is consistent with the investment objectives and related investment policies for such Fund Allocated Portion as described set forth in the applicable Trust's registration statement, as amended, copies Fund’s Prospectus and Statement of which shall be furnished to the Sub-adviser promptly upon amendmentAdditional Information; iii. c. take whatever steps are necessary to implement these the investment programs program for the Allocated Portion by arranging for the purchase and sale of securitiessecurities and other investments, including issuing directives to the placing administrator of orders the Fund as necessary for such purchases and salesthe appropriate implementation of the investment program of the Allocated Portion; iv. regularly report to d. keep the Trustees of each Trust the Fund and to the Adviser with respect to Investment Manager fully informed in writing on an ongoing basis as agreed by the implementation of these investment programs; and v. provide assistance to each Trust's custodian regarding Investment Manager and the fair value of securities held by each Fund for which market quotations are not readily available. b. The Sub-adviser, at its expense, will furnish Adviser as to (i) all necessary material facts concerning the investment and management facilities, including salaries reinvestment of personnel required for it to execute its duties faithfully. c. The the Allocated Portion and (ii) the Sub-adviser will select brokers Adviser and dealers to effect all transactions subject to its key investment personnel and operations; make regular and periodic special written reports of such additional information concerning the following conditions: The Sub-adviser will place all necessary orders with brokers, dealers, or issuers and will negotiate brokerage commissions, if applicable. The Sub-adviser is directed at all times to seek to execute brokerage transactions for each Fund in accordance with such policies or practices same as may reasonably be established by the Trustees and described in the applicable Trust's registration statement, as amended, and consistent with its fiduciary obligation to seek best execution. Subject to policies established requested from time to time by the Board of Investment Manager or the Trustees of the TrustsFund; and attend meetings with the Investment Manager and/or the Trustees, as reasonably requested, to discuss the foregoing; e. subject to the Board’s ultimate authority and responsibility to determine the valuation of the Fund’s assets and in accordance with procedures and methods established by the Trustees of the Fund, which may be amended from time to time, provide the Sub-adviser may pay a broker-dealer which provides research Adviser’s determination of the fair value of all securities and brokerage services a higher spread or commission for a particular transaction than otherwise might have been charged by another broker-dealer if other investments/assets within the Allocated Portion in accordance with the Sub-adviser determines that the higher spread or commission is reasonable in relation Adviser’s pricing and valuation procedures and provide all necessary assistance and information to the value of Investment Manager and the brokerage Board to allow the Investment Manager and research services that such broker-dealer provides, viewed in terms of either the particular transaction or Board to oversee and review (i) the Sub-adviser's overall responsibilities with respect to accounts managed valuation methodologies used by the Sub-adviser. The Adviser and its valuation agents and (ii) the historical accuracy of the valuations determined by the Sub-adviser may Adviser. For the avoidance of doubt, the Board and the Fund shall be fully responsible for determining the final valuation of the Fund’s assets and the Sub-Adviser shall not bear any responsibility for determining or approving the final valuation of any assets of the Fund; f. to the extent reasonably requested by the Fund or the Investment Manager, use for its best efforts to assist the benefit Chief Compliance Officer of the Fund in respect of Rule 38a-1 under the 1940 Act including, without limitation, providing the Chief Compliance Officer of the Fund or the Investment Manager with, upon request, (i) current copies of the compliance policies and procedures of the Sub-adviser's other clientsAdviser in effect from time to time (including prompt notice of any material changes thereto), or make available to companies affiliated with (ii) reports of any violations of the Sub-adviser Adviser’s compliance policies and procedures that occurred in connection with the provision of services to the Fund, (iii) a copy of the Sub-Adviser’s annual compliance report as required by Rule 206(4)-7 of the Advisers Act, (iv) copies of any correspondence between the Sub-Adviser and a regulatory agency in connection with regulatory examinations or proceedings, and (v) a certificate of the Chief Compliance Officer of the Sub-Adviser to the effect that the policies and procedures of the Sub-Adviser are reasonably designed to prevent violation of the Federal Securities Laws (as such term is defined in Rule 38a-1) with respect to the services the Sub-Adviser provides to the Fund; g. comply with all procedures and policies adopted by the Board in compliance with applicable law, including without limitation, Rules 10f-3, 12d3-1, 17a-7, 17e-1, 17j-1, and 23c-3 under the 1940 Act (together, “Fund Procedures”), provided to the Sub-Adviser by the Investment Manager or the Fund and notify the Investment Manager as soon as reasonably practicable upon (i) detection of any breach of such Fund Procedures or (ii) determination that a Fund Procedure conflicts with a procedure adopted by the Sub-Adviser; h. maintain a written code of ethics (the “Code of Ethics”) that it reasonably believes complies with the requirements of Rule 17j-1 under the 1940 Act, a copy of which will be provided to the Investment Manager and the Fund, including any amendments thereto, and institute and enforce procedures reasonably necessary to prevent “access persons,” as such term is defined in as such term is defined in Rule 17j-1, from violating its directors Code of Ethics; i. promptly complete and return to the Fund’s Chief Compliance Officer, Investment Manager or the Fund any compliance questionnaires or other inquiries submitted to the Sub-Adviser in writing; j. furnish to the Trustees such information as may reasonably be requested in order for the benefit Board to evaluate this Agreement or any proposed amendments thereto for the purposes of approving this Agreement, the renewal thereof or any amendment hereto; k. maintain all accounts, books and records with respect to the Allocated Portion as are required of an investment adviser of a registered investment company pursuant to the 1940 Act and Advisers Act and the rules thereunder and the Fund Procedures; l. cooperate with and provide reasonable assistance to the Investment Manager, the Fund’s administrator, the Custodian and foreign custodians, the Fund’s transfer agent and pricing agents and all other agents and representatives of the Fund and the Investment Manager; keep all such persons fully informed as to such matters as they may reasonably deem necessary to the performance of their clientsobligations to the Fund and the Investment Manager; provide prompt responses to reasonable requests made by such persons; and maintain any appropriate interfaces with each such person so as to promote the efficient exchange of information; and m. will review the Fund’s Prospectus, Statement of Additional Information, periodic reports to shareholders, reports and schedules filed with the SEC (including any amendment, supplement or sticker to any of the foregoing (together, the “SEC Filings”)) and the Sub-Adviser Disclosure (as defined below) in advertising and sales material relating to the Fund (the “Marketing Documents” and, collectively with the SEC Filings, the “Disclosure Documents”) in order to ensure that, solely with respect to the disclosure about the Sub-Adviser, the manner in which the Sub-Adviser manages the Allocated Portion and information relating directly or indirectly to the Sub-Adviser (the “Sub-Adviser Disclosure”), such brokerage Disclosure Documents, solely with respect to the Sub-Adviser Disclosure, contain no untrue statements of material fact and research services do not omit any statement of material fact required to be stated therein or necessary to make, in light of the circumstances under which they are made, the statements therein not misleading. The Fund and the Investment Manager shall provide copies of all SEC Filings to the Sub-Adviser at least a reasonable period of time in advance of use. The Fund and the Investment Manager shall provide all Marketing Documents to the Sub-Adviser at least a reasonable period in advance of use for the Sub-Adviser’s review at least once per calendar quarter or more frequently if such Marketing Document contains any changes to the Sub-Adviser Disclosure from a version that the Sub-adviser obtains from brokers or dealers. d. Adviser had previously reviewed and approved. The Fund and the Investment Manager agree to amend the Sub-Adviser Disclosure at other times upon the reasonable request of the Sub-Adviser. On occasions when the Sub-adviser Adviser deems the purchase or sale of a security to be in the best interest of a the Fund as well as other clients of the Sub-adviser, the Sub-adviser, to the extent Adviser and when permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities to be purchased or sold to attempt to obtain a more favorable price or lower brokerage commissions and efficient execution. In such eventlaw, allocation of the securities so purchased or soldpurchased, as well as the expenses incurred in the transaction, will be made by the Sub-adviser Adviser in the a manner which the Sub-adviser Adviser considers to be the most equitable fair and equitable, consistent with its fiduciary obligations to each the Fund and to its other clients. e. clients over time and consistent with applicable law. The Sub-adviser will maintain all accounts, books and records with respect to each Fund as are required of an investment sub-adviser of a registered investment company pursuant to the Investment Company Act of 1940, as amended (the "Investment Company Act") and Investment Advisers Act of 1940, as amended (the "Investment Advisers Act") and the rules thereunder. f. The Sub-adviser shall vote proxies relating to each Fund's investment securities in accordance with the applicable Trust's proxy voting policies and procedures, which provide Manager agrees that the Sub-adviser Adviser and its affiliates may give advice and take action in the performance of their duties with respect to any of their other clients that may differ from advice given, or the timing or nature of actions taken, with respect to the Fund. The Investment Manager also acknowledges that the Sub-Adviser and its affiliates are fiduciaries to other entities, some of which have the same or similar investment objectives (and will hold the same or similar investments) as the Fund, and that the Sub-Adviser will carry out its duties hereunder together with its duties under such relationships. Nothing in this Agreement shall be deemed to confer upon the Sub-Adviser any obligation to purchase or to recommend for purchase for the Fund any investment that the Sub-Adviser, its affiliates, officers or employees may purchase or sell for its or their own account or for the account of any client, if in the sole and absolute discretion of the Sub-Adviser it is for any reason impractical or undesirable to take such action or make such recommendation for the Fund. In furnishing services hereunder, the Sub-Adviser shall be subject to, and shall perform in accordance with, the following: (a) the Fund’s Agreement and Declaration of Trust, By-Laws and/or other governing instruments, as the same may be hereafter modified and/or amended from time to time (“Governing Documents”); (b) the Fund’s Prospectus and Statement of Additional Information, as currently in effect and as amended or supplemented from time to time and provided to the Sub-Adviser; (c) the 1940 Act and the Advisers Act and the rules under each, and all other federal and state laws or regulations and/or self-regulatory organization regulations applicable to the Fund, including, but not limited to, the Commodity Exchange Act, the rules of the National Futures Association, and those requirements applicable to regulated investment companies under Subchapter M of the Internal Revenue Code of 1986, as amended; (d) the Fund’s compliance manual and other policies and procedures adopted from time to time by the Board and provided to the Sub-Adviser; and (e) written copies of other investment policies, guidelines and restrictions applicable to the Sub-Adviser’s management of the Allocated Portion provided to the Sub-Adviser by the Investment Manager or the Fund from time to time, which shall become effective at such time as agreed upon by both parties. Subject to the foregoing, the Sub-Adviser shall have full discretionary authority to manage the investment of the assets of the Allocated Portion. Without limiting the foregoing powers, the Sub-Adviser shall have all specific rights and power to do the following on behalf of the Allocated Portion: a. acquire, hold, manage, vote, own and dispose of loans, equity securities and any other assets held by the Allocated Portion; b. review, select, analyze, structure, negotiate and close investment transactions and their related agreements, instruments and other documents, and in connection with such investment transactions, enter into, execute, assist in the preparation of, deliver and consummate all agreements, instruments and other documents, including credit agreements, collateral agreements, security agreements, and other similar agreements; c. provide service on committees of, and in other capacities with, issuers of and obligors on investments and other assets of the Allocated Portion (including on creditors’ committees), vote all proxies with respect to investments and other assets of the Allocated Portion whether in person, by proxy, consent or otherwise, sell short investments and cover such sales; d. monitor, supervise and direct the investments of the Allocated Portion and dispose of them in such manner and at such times as the Sub-Adviser determines; e. initiate, participate in and settle judicial, arbitration, administrative or similar proceedings to protect the assets of the Allocated Portion, enforce the Fund’s rights or otherwise defend the interests of the Fund with respect to the Allocated Portion; f. cooperate with persons or entities engaged by the Fund to render services to the Fund, including without limitation, attorneys, accountants, custodians, investment brokers or finders, investment bankers, appraisers, loan servicers, and business advisors; g. employ techniques to hedge portfolio risk (but not for speculative purposes) including, without limitation, through the use of options, forward and futures contracts and other instruments (relating to securities held securities, currencies or other assets); h. take whatever steps are required by a governmental authorities having jurisdiction over the Fund or its assets; and i. take such other actions as may be necessary or advisable in connection with the foregoing. Without limiting the foregoing powers, the Sub-Adviser, by delegation from the Investment Manager, shall also have specific rights and power to do the following on behalf of the Fund, subject to the applicable Trust's approval of the Board to the extent required by the 1940 Act and/or the Fund’s policies and procedures: j. obtain financing, shall use proxy voting policies borrow money, incur indebtedness, issue guarantees, mortgage, pledge, loan, impose liens upon and procedures adopted by grant security interests in all or any part of the Sub-adviser Fund’s assets; execute promissory notes, loan, pledge or security agreements, or other agreements, documents and instruments in conformance with Rule 206(4)-6 under the Investment Advisers Act. The Sub-adviser shall review its proxy voting activities on a periodic basis with the Trustees and with the Adviserconnection therewith.

SERVICES TO BE RENDERED BY THE SUB. ADVISER TO THE TRUSTS AND THE FUNDSADVISER a. (a) Subject always to the direction and control supervision of the Trustees of each TrustAdviser and the Board, the Sub-adviser Adviser shall have investment discretion over the assets of each Fund and will manage the investments investment operations and determine the composition of these assets in accordance with the applicable Trust's registration statement, as amended. In fulfilling its obligations to manage the investments and reinvestments of the assets assigned to the Sub-Adviser by the Adviser (“portfolio”) of each Fund, including the purchase, retention and disposition of the securities and other instruments held by the Fund, on a discretionary basis but subject to and in accordance with such Fund’s investment objective, restrictions, and policies as stated in the then-current prospectus (“Prospectus”) and Statement of Additional Information (“SAI”) for such Fund contained in the Trust’s Registration Statement on Form N-1A (the “Registration Statement”)), as such documents are amended or supplemented from time to time. As part of the services it will provide hereunder, the Sub-adviser willAdviser shall: i. obtain and evaluate pertinent economic(i) provide supervision of each Fund’s investments, statistical, financial and other information affecting the economy generally and individual companies or industries the securities of which are included in a Fund's portfolio or are under consideration for inclusion in a Fund's portfolio; ii. formulate and implement furnish a continuous investment program for the Funds, determine from time to time what investments or securities will be purchased, retained or sold by the Funds, and what portion of the assets will be invested or held uninvested as cash; (ii) maintain, or cause to be maintained, books and records with respect to the Trust’s securities transactions and keep the Board and the Adviser fully informed on an ongoing basis as agreed by the Adviser and the Sub-Adviser of all material facts with respect to the Funds concerning the investment and reinvestment of the assets in the Funds, the Sub-Adviser and its key investment personnel and operations providing services with respect to the Fund; make regular and periodic special written reports of such additional information concerning the same as may reasonably be requested from time to time by the Adviser or the Board, and the Sub-Adviser will attend meetings with the Adviser and/or the Trustees, as reasonably requested, to discuss the foregoing; (iii) in accordance with procedures and methods established by the Board, which may be amended from time to time, provide reasonable assistance in determining the fair value of all securities and other investments/assets in the Funds, as necessary, and use reasonable efforts to arrange for the provision of valuation information or a price(s) from a party(ies) independent of the Sub-Adviser for each security or other investment/asset in a Fund for which market prices are not readily available, it being understood that the Sub-Adviser shall not be responsible for determining the value of any such security; (iv) instruct (where applicable), cooperate with and provide reasonable assistance to the Adviser, the Trust’s administrator, the Trust’s custodian and foreign custodians (including any People’s Republic of China (“PRC”) custodians that maintain a Fund’s assets invested in Chinese securities or financial instruments and held for the Fund through the Renminbi Qualified Foreign Institutional Investor (“RQFII”) Quota or other similar regulatory authorization from time to time (the “PRC Portfolio”) for or on behalf of any Fund(s)) (each, a “Custodian”), the Trust’s transfer agent and pricing agents and all other agents and representatives of the Trust that the Adviser and Sub-Adviser shall agree, and the Adviser upon request from such person, shall keep all such persons fully informed as to such matters as they may reasonably deem necessary to the performance of their obligations to the Trust and the Adviser, provide prompt responses to reasonable requests made by such persons and maintain any appropriate interfaces with each so as to promote the efficient exchange of information; (v) be responsible for managing the relationship with PRC and Hong Kong regulatory authorities with jurisdiction over the Sub-Adviser and each Fund that is consistent in connection with the investment objectives activities contemplated hereunder, including the Securities & Futures Commission of Hong Kong, and (vi) the Sub-Adviser shall initially determine and related investment policies make such modifications to the identity and number of shares of the Deposit Securities and the Fund Securities required for such a Fund Deposit or Redemption for each Fund as described may be necessary as a result of rebalancing adjustments and corporate action events (and may give directions to the Trust’s Custodian with respect to such designation) (capitalized terms have the meaning set forth in the Funds’ prospectus). (b) In furnishing services hereunder, the Sub-Adviser shall be subject to, and shall perform its responsibilities in accordance with the following: (i) the Trust’s Agreement and Declaration of Trust, as the same may be hereafter modified and/or amended from time to time (“Trust Declaration”); (ii) the By-Laws of the Trust, as the same may be hereafter modified and/or amended from time to time (“By-Laws”); (iii) the Prospectus and SAI of the Trust (as modified, amended and/or supplemented) that have been filed with the Securities and Exchange Commission (“SEC”) and delivered to the Sub-Adviser; (iv) the applicable Trust's registration statementprovisions of the Investment Company Act, the Advisers Act, the Securities Act of 1933 (the “Securities Act”), the Securities Exchange Act of 1934 (the “Exchange Act”), the Internal Revenue Code of 1986, as amended, copies the Commodities Exchange Act and the rules and regulations under each, the applicable regulations, laws, rules, orders, notices or directives or directions, as amended from time to time, formulated specifically to deal with or which are relevant to any of which shall the RQFII-related activities or Qualified Foreign Institutional Investor (“QFII”)-related activities contemplated by this Agreement and related agreements (as amended, supplemented, or revised from time to time) of the China Securities Regulatory Commission or, where the context permits, its designated local authorities (“CSRC”), the State Administration of Foreign Exchange of the PRC, or, where the context permits, its designated local authorities (“SAFE”), and the People’s Bank of China, and for the avoidance of doubt, includes references to the China Banking Regulatory Commission where applicable (“PBOC”) and/or any other relevant governmental departments or regulatory authorities (collectively, the “Authorities)”, any other similar regulatory authorization adopted or announced by any of the Authorities as may be furnished issued from time to time , and all other laws, rules, regulations and case law of the relevant jurisdictions where investments of the Fund(s) are made or otherwise applicable to the Trust, the Fund(s) and the Sub-adviser promptly upon amendment; iii. take whatever steps are necessary to implement these investment programs by the purchase and sale of securities, including the placing of orders for such purchases and sales; iv. regularly report to the Trustees of each Trust and to the Adviser Advisor with respect to the implementation performance of these investment programsits activities contemplated by this Agreement (collectively, the “Applicable Laws”); and v. (v) the terms and conditions of exemptive and no-action relief granted to the Trust as amended from time to time; (vi) the Trust’s policies and procedures adopted from time to time by the Board; and (vii) the written instructions and directions of the Adviser and the Board of Trustees of the Trust. The Adviser shall provide assistance the Sub-Adviser with current copies of the Trust Declaration, By-Laws, Prospectus and SAI and other relevant policies and procedures adopted by the Board and any applicable exemptive and no action relief (and any copies or written notice of any amendments, modifications or supplements to each Trust's custodian regarding any such above-mentioned document or information material to the fair value of securities held services to be rendered by each Fund for which market quotations are not readily available. b. the Sub-Adviser hereunder). The Sub-adviserAdviser shall be entitled to rely on the Adviser’s interpretation and application of the Applicable Laws, with the exception of those Applicable Laws in effect in the PRC only (“PRC Applicable Laws”), as notified or otherwise communicated to it by the Adviser. (c) In furnishing services hereunder, the Sub-Adviser will not consult with any other investment adviser to (i) the Fund, (ii) any other Fund of the Trust or (iii) any other investment company under common control with the Trust concerning transactions of the Fund in securities or other assets. (This shall not be deemed to prohibit the Sub-Adviser from consulting with any of its affiliated persons concerning transactions in securities or other assets. This also shall not be deemed to prohibit the Sub-Adviser from consulting with any of the other covered advisers concerning compliance with paragraphs (a) and (b) of Rule 12d3-l under the Investment Company Act.) (d) The Sub-Adviser, at its expense, will furnish furnish: (i) all necessary investment facilities and management personnel, including salaries, expenses and fees of any personnel required for the Sub-Adviser to faithfully perform its duties under this Agreement; and (ii) administrative facilities, including salaries bookkeeping, and all equipment necessary for the efficient conduct of personnel required for it to execute its the Sub-Adviser’s duties faithfullyunder this Agreement. c. (e) The Sub-adviser Adviser will select brokers and dealers to effect all portfolio transactions subject to the following conditionsconditions set forth herein which may include: (i) brokers and dealers affiliated with the Sub-Adviser if and as permitted by Applicable Law; and/or (ii) brokers and dealers selected to execute PRC Portfolio transactions. The Sub-adviser Adviser will place all necessary orders with brokers, dealers, or issuers issuers, and will negotiate brokerage commissions, if applicable. The Sub-adviser Adviser is directed at all times to seek to execute brokerage transactions for each Fund (i) in accordance with such policies any written policies, practices or practices as procedures that may be established by the Trustees and described in Board or the applicable Trust's registration statement, as amended, and consistent with its fiduciary obligation to seek best execution. Subject to policies established Adviser from time to time by and which have been provided to the Board Sub-Adviser or (ii) as described in the Trust’s Prospectus and SAI. In placing any orders for the purchase or sale of Trustees investments for each Fund, in the name of the TrustsFund or its nominees, the Sub-adviser Adviser shall seek to achieve for the Fund “best execution”, considering all of the circumstances and such restrictions which may apply under the PRC Applicable Laws and shall maintain records adequate to demonstrate compliance with this requirement. In no instance will portfolio securities be purchased from or sold to the Sub-Adviser, or any affiliated person thereof, except in accordance with Applicable Laws. (f) Subject to the appropriate policies and procedures approved by the Board, the Sub-Adviser may, to the extent consistent with the safe harbor set forth in Section 28(e) of the Exchange Act, cause each Fund to pay a brokerbroker or dealer that provides brokerage or research services to the Adviser, the Sub-dealer which provides research and brokerage services a higher spread Adviser or the Fund an amount of commission for effecting a particular portfolio transaction than otherwise might in excess of the amount of commission another broker or dealer would have been charged by another broker-dealer for effecting that transaction if the Sub-adviser determines Adviser determines, in good faith, that the higher spread or such amount of commission is reasonable in relation relationship to the value of the such brokerage and or research services that such broker-dealer provides, provided viewed in terms of either the that particular transaction or the Sub-adviser's Adviser’s overall responsibilities to the Fund or its other advisory clients. To the extent consistent with respect to accounts managed by Section 28(e) and the Board, the Sub-adviserAdviser shall not be deemed to have acted unlawfully or to have breached any duty created by this Agreement or otherwise solely by reason of such action. The Sub-adviser Subject to seeking best execution, the Board or the Adviser may use for the benefit of authorize, but not require, the Sub-adviser's other clients, or make available Adviser to companies affiliated with effect transactions in portfolio securities through broker-dealers in a manner that will help generate resources to pay the Sub-adviser or to its directors for the benefit cost of their clients, any such brokerage and research services certain expenses that the Sub-adviser obtains from brokers Trust is required to pay or dealersfor which the Trust is required to arrange payment. d. (g) On occasions when the Sub-adviser Adviser deems the purchase or sale of a security to be in the best interest of a Fund the Fund(s) as well as other clients of the Sub-adviserAdviser and its affiliates, the Sub-adviser, Adviser to the extent permitted by applicable laws and regulationsApplicable Laws, may, but shall be under no obligation to, aggregate the securities to be purchased or sold to attempt to obtain a more favorable price or lower brokerage commissions and efficient execution. In such event, allocation Allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Sub-adviser Adviser fairly and in the manner which the Sub-adviser Adviser considers to be the most equitable and consistent with its fiduciary obligations to each Fund and to its other clientsclients over time. The Adviser agrees that the Sub-Adviser and its affiliates may give advice and take action in the performance of their duties with respect to any of their other clients that may differ from advice given, or the timing or nature of actions taken, with respect to the Fund. The Adviser also acknowledges that the Sub-Adviser and its affiliates are fiduciaries to other entities, some of which have the same or similar investment objectives (and will hold the same or similar investments) as the Fund, and that the Sub-Adviser will carry out its duties hereunder together with its duties under such relationships. Nothing in this Agreement shall be deemed to confer upon the Sub-Adviser any obligation to purchase or to sell or to recommend for purchase or sale for the Fund any investment that the Sub-Adviser, its affiliates, officers or employees may purchase or sell for its or their own account or for the account of any client, if in the sole and absolute discretion of the Sub-Adviser it is for any reason impractical or undesirable to take such action or make such recommendation for the Fund. e. (h) The Sub-adviser Adviser will maintain all accounts, books and records with respect to each Fund as are required by Applicable Law, including but not limited to subparagraphs (b)(5), (6), (7), (9), (10), and (11) and paragraph (f) of an investment sub-adviser of a registered investment company Rule 31a-1 under the Investment Company Act, and, as applicable, shall cause to be filed with the SEC all forms pursuant to Section 13 of the Securities Exchange Act of 1934, as amended, with respect to its duties as are set forth herein. The Sub-Adviser shall provide to the Adviser or the Board of Trustees such periodic and special reports, balance sheets or financial information, and such other information with regard to its affairs as the Adviser or Board of Trustees may reasonably request. The Sub-Adviser agrees to permit the Adviser, the Trust’s officers and a Fund’s independent registered public accounting firm to inspect and audit such records pertaining to the Fund at reasonable times during regular business hours upon due notice. In addition, for the duration of this Agreement, the Sub-Adviser shall preserve for the periods prescribed by Rule 31a-2 under the Investment Company Act of 1940, as amended (and Rule 204-2 under the "Investment Company Act") and Investment Advisers Act any such records as are required to be maintained by it pursuant to this Agreement, and (while it may retain copies thereof as described above) shall transfer said records to any successor sub-adviser upon the termination of 1940this Agreement (or, as amended (if there is no successor sub-adviser, to the "Investment Advisers Act") and the rules thereunderAdviser). f. (i) The Sub-adviser shall vote proxies relating to Adviser will, unless and until otherwise directed by the Adviser or the Board and consistent with seeking the best interests of each Fund's investment securities , exercise (or not exercise in accordance its discretion) all rights of security holders with the applicable Trust's proxy voting policies and procedures, which provide that the Sub-adviser shall vote all proxies relating respect to securities held by each Fund, including, but not limited to: converting, tendering, exchanging or redeeming securities; acting as a Fund and, subject claimant in class action litigation (including litigation with respect to securities previously held); and exercising rights in the context of a bankruptcy or other reorganization. Unless the Adviser or the Board gives written instructions to the applicable Trust's policies and procedurescontrary, shall use proxy voting policies and procedures adopted by the Sub-adviser Adviser shall have full discretionary authority in conformance connection with Rule 206(4)-6 any corporate action relating to the Fund which requires discretionary action by the Adviser, to take any action in relation to such corporate action as the Sub-Adviser deems appropriate under the Investment Advisers Act. The Sub-adviser shall review its proxy voting activities on a periodic basis with the Trustees and with the Adviserthen prevailing circumstances.

SERVICES TO BE RENDERED BY THE SUB. ADVISER TO THE TRUSTS AND THE FUNDSTRUST a. Subject always A. As sub-adviser to the direction and control of the Trustees of each TrustFund, the Sub-adviser shall have Adviser will coordinate the investment discretion over and reinvestment of the assets of each the Fund and will manage the investments and determine the composition of these the assets of the Fund, in accordance with the applicable Trust's registration statementterms of this Agreement, as amended. In fulfilling its obligations the Fund’s Prospectus and Statement of Additional Information and subject to manage the investments direction, supervision and reinvestments control of the assets Investment Adviser and the Trustees of each the Trust. The Sub-Adviser shall initially determine and make such modifications to the identity and number of shares of the securities to be accepted pursuant to the Fund, ’s benchmark index in exchange for “Creation Units” for the Fund and the securities that will be applicable that day to redemption requests received for the Fund as may be necessary as a result of rebalancing adjustments and corporate action events (and may give directions to the Trust’s custodian with respect to such designations). Prior to the commencement of the Sub-adviser will:Adviser’s services hereunder, the Investment Adviser shall provide Sub-Adviser with current copies of the Fund’s Prospectus and SAI. Investment Adviser undertakes to provide Sub-Adviser with copies or other written notice of any amendments, modifications or supplements to the Fund’s Prospectus and SAI and Sub-Adviser will not need to comply until a copy has been provided to Sub-Adviser and agreed upon. i. obtain B. Sub-Adviser may place orders for the execution of transactions with or through such brokers, dealers or banks as Sub-Adviser may select and, subject to Section 28(e) of the Securities Exchange Act of 1934 (the “Exchange Act”) and evaluate pertinent economicother applicable law, statisticalmay pay commissions on transactions in excess of the amount of commissions another broker or dealer would have charged. Sub-Adviser will seek best execution under the circumstances of the particular transaction taking into consideration the full range and quality of a broker’s services in placing brokerage including, among other things, the value of research provided as well as execution capability, commission rate, financial responsibility and other information affecting the economy generally and individual companies or industries the securities of which are included in a Fund's portfolio or are under consideration for inclusion in a Fund's portfolio; ii. formulate and implement a continuous investment program for each Fund that is consistent with the investment objectives and related investment policies for such Fund as described in the applicable Trust's registration statement, as amended, copies of which shall be furnished responsiveness to the Sub-adviser promptly upon amendment; iiiAdviser. take whatever steps are necessary In no event shall Sub-Adviser be under any duty to implement these investment programs obtain the lowest commission or best net price for the Fund on any particular transaction. Sub-Adviser is not under any duty to execute transactions for the Fund before or after transactions for other like accounts managed by Sub-Adviser. Sub-Adviser may aggregate sales and purchase orders of securities or derivatives held in the purchase and sale of securitiesFund with similar orders being made simultaneously for other portfolios managed by Sub-Adviser if, including the placing of orders for in Sub-Adviser’s reasonable judgment, such purchases and sales; iv. regularly report aggregation shall result in an overall economic benefit to the Trustees of each Trust Fund. C. Investment Adviser understands and to the agrees that Sub-Adviser performs investment management services for various clients and may take action with respect to any of its other clients which may differ from action taken or from the implementation timing or nature of these investment programs; and v. provide assistance action taken by Sub-Adviser for the Fund. Sub-Adviser’s authority hereunder shall not be impaired because of the fact that it may effect transactions with respect to each Trust's custodian regarding securities for its own account or for the fair value accounts of others which it manages which are identical or similar to securities held by each to which it may effect transactions for the Fund for which market quotations are not readily availableat the same or similar times. b. The D. Sub-adviser, at its expense, Adviser will furnish all necessary investment and management facilities, including salaries provide Investment Adviser with copies of personnel required for it to execute its duties faithfully. c. The Sub-adviser will select brokers Adviser’s current policies and dealers to effect all transactions subject to the following conditions: The Sub-adviser will place all necessary orders with brokers, dealers, or issuers and will negotiate brokerage commissions, if applicable. The Sub-adviser is directed at all times to seek to execute brokerage transactions for each Fund procedures adopted in accordance with such policies or practices as may be established Rule 206(4)-7 under the Adviser Act. To the extent the Fund(s) are required by the Investment Company Act to adopt any such policy or procedure, Investment Adviser will submit such policy or procedure to the Trust’s Board of Trustees and described in for adoption by each of the applicable Trust's registration statementFunds, with such modifications or additions thereto as amended, and consistent with its fiduciary obligation to seek best execution. Subject to policies established from time to time by the Board of Trustees or Investment Adviser may recommend with the concurrence of the Trusts, the Sub-adviser may pay a broker-dealer which provides research and brokerage services a higher spread or commission for a particular transaction than otherwise might have been charged by another broker-dealer if the Adviser. E. Sub-adviser determines that the higher spread or commission is reasonable in relation to the value of the brokerage and research services that such broker-dealer provides, viewed in terms of either the particular transaction or the Sub-adviser's overall responsibilities with respect to accounts managed by the Sub-adviser. The Sub-adviser may use for the benefit of the Sub-adviser's other clients, or make available to companies affiliated with the Sub-adviser or to its directors for the benefit of their clients, any such brokerage and research services that the Sub-adviser obtains from brokers or dealers. d. On occasions when the Sub-adviser deems the purchase or sale of a security to be in the best interest of a Fund as well as other clients of the Sub-adviser, the Sub-adviser, to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities to be purchased or sold to attempt to obtain a more favorable price or lower brokerage commissions and efficient execution. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Sub-adviser in the manner the Sub-adviser considers to be the most equitable and consistent with its fiduciary obligations to each Fund and to its other clients. e. The Sub-adviser Adviser will maintain and preserve all accounts, books and records with respect to each the Fund as are required of an investment sub-adviser of a registered investment company pursuant to the Investment Company Act of 1940, as amended (the "Investment Company Act") and Investment Advisers Act of 1940, as amended (the "Investment Advisers Act") and the rules thereunderthereunder and shall file with the SEC all forms pursuant to Section 13F and 13G of the Exchange Act, with respect to its duties as are set forth herein. f. The F. Sub-adviser shall vote proxies relating to each Fund's investment securities in accordance Adviser will, unless and until otherwise directed by Investment Adviser, exercise all rights of security holders with the applicable Trust's proxy voting policies and procedures, which provide that the Sub-adviser shall vote all proxies relating respect to securities held by a Fund andeach Fund, subject to the applicable Trust's policies and proceduresincluding, shall use but not limited to: voting proxies in accordance with Sub-Adviser’s then-current proxy voting policies and procedures adopted by the Sub-adviser in conformance with Rule 206(4)-6 under the Investment Advisers Act. The Sub-adviser shall review its proxy voting activities on a periodic basis with the Trustees and with the Adviserpolicies.

SERVICES TO BE RENDERED BY THE SUB. ADVISER TO THE TRUSTS AND THE FUNDSTRUST a. Subject always A. As investment adviser to the direction and control of the Trustees of each TrustPortfolio, the Sub-adviser shall have Adviser will coordinate the investment discretion over and reinvestment of the assets of each Fund and will manage the investments Allocated Portion and determine the composition of these assets in accordance with the applicable Trust's registration statement, as amended. In fulfilling its obligations to manage the investments and reinvestments of the assets of each Fundthe Allocated Portion, subject always to the supervision and control of the Manager and the Trustees of the Trust. B. As part of the services it will provide hereunder, the Sub-adviser Adviser will: i. (i) obtain and evaluate pertinent economic, statistical, financial financial, and other information affecting the economy generally and individual companies or industries industries, the securities of which are included in a Fund's portfolio the Allocated Portion or are under consideration for inclusion in a Fund's portfoliothe Allocated Portion; (ii. ) formulate and implement a continuous investment program for each Fund that is consistent with the investment objectives and related investment policies for such Fund as described in the applicable Trust's registration statement, as amended, copies of which shall be furnished to the Sub-adviser promptly upon amendmentAllocated Portion; (iii. ) take whatever steps are necessary to implement these the investment programs program for the Allocated Portion by arranging for the purchase and sale of securitiessecurities and other investments, including issuing directives to the placing administrator of orders the Trust as necessary for such purchases and salesthe appropriate implementation of the investment program of the Allocated Portion; iv. regularly report to (1) keep the Trustees of each the Trust and the Manager fully informed in writing on an ongoing basis as agreed by the Manager and Sub-Adviser of all material facts concerning the investment and reinvestment of the assets in the Allocated Portion, the Sub-Adviser and its key investment personnel and operations, (2) make regular and periodic special written reports of such additional information concerning the same as may reasonably and specifically be requested from time to time by the Adviser Manager or the Trustees of the Trust and (3) attend meetings with respect the Manager and/or the Trustees, as reasonably requested (but not more than once per calendar quarter), to discuss the implementation foregoing; (v) in accordance with procedures and methods established by the Trustees of these investment programs; and v. the Trust, which may be amended from time to time, provide reasonable assistance to each Trust's custodian regarding in determining the fair value of all securities held by and other investments/assets in the Allocated Portion, as necessary, and use reasonable efforts to arrange for the provision of valuation information or a price(s) from a party(ies) independent of the Sub-Adviser for each Fund security or other investment/asset in the Allocated Portion for which market quotations prices are not readily available; (vi) provide as soon as reasonably practicable any and all material composite performance information, records and supporting documentation about accounts the Sub-Adviser manages, if appropriate, which have been specifically requested by the Manager or the Trustees of the Trust and, in the Sub-Adviser’s sole discretion, are relevant to the Allocated Portion and that have investment objectives, policies, and strategies substantially similar to those employed by the Sub-Adviser in managing the Allocated Portion that are necessary, under applicable laws, to allow the Portfolio or its agent to present information concerning Sub-Adviser’s prior performance in the Trust’s Prospectus and SAI (as hereinafter defined); and (vii) cooperate with and provide reasonable assistance to the Manager, the Trust’s administrator, the Trust’s custodian and foreign custodians, the Trust’s transfer agent and pricing agents and all other agents and representatives of the Trust and the Manager, keep all such persons fully informed as to such matters as are necessary to the performance of their obligations to the Trust and the Manager, provide prompt responses to reasonable requests made by such persons and maintain any appropriate interfaces with each so as to promote the efficient exchange of information. b. C. In furnishing services hereunder, the Sub-Adviser shall be subject to, and shall perform in accordance with the following: (i) the Trust’s Agreement and Declaration of Trust, as the same may be hereafter modified and/or amended from time to time (“Trust Declaration”); (ii) the By-Laws of the Trust, as the same may be hereafter modified and/or amended from time to time (“By-Laws”); (iii) the currently effective Prospectus and Statement of Additional Information of the Trust filed with the SEC and delivered to the Sub-Adviser, as the same may be hereafter modified, amended and/or supplemented (“Prospectus and SAI”); (iv) the Investment Company Act and the Advisers Act and the rules under each, and all other federal and state laws or regulations applicable to the Trust and the Portfolio; (v) the Trust’s Compliance Manual and other policies and procedures adopted from time to time by the Board of Trustees of the Trust; and (vi) the written instructions of the Manager. Prior to the commencement of the Sub-Adviser’s services hereunder, the Manager shall provide the Sub-Adviser with current copies of the Trust Declaration, By-Laws, Prospectus, SAI, Compliance Manual and other relevant policies and procedures that are adopted by the Board of Trustees. The Manager shall promptly provide the Sub-Adviser with copies or other written notice of any amendments, modifications or supplements to any such above-mentioned document. The Manager acknowledges that the Sub-Adviser has the right to rely on the information that the Manager has provided hereunder and agrees that the Sub-Adviser shall not be responsible or liable for any loss incurred by reason of any act or omission that results from the Manager’s failure to provide the Sub-Adviser with accurate, current and complete information relating to any such above-mentioned document. D. In furnishing services hereunder, the Sub-Adviser will not consult with any other sub-adviser to (i) the Portfolio, (ii) any other Portfolio of the Trust or (iii) any other investment company under common control with the Trust concerning transactions of the Portfolio in securities or other assets. (This shall not be deemed to prohibit the Sub-Adviser from consulting with any of its affiliated persons concerning transactions in securities or other assets. This shall also not be deemed to prohibit the Sub-Adviser from consulting with any of the other covered sub-advisers concerning compliance with paragraphs (a) and (b) of rule 12d3- E. The Sub-adviserAdviser, at its expense, will furnish furnish: (i) all necessary investment facilities and management personnel, including salaries, expenses and fees of any personnel required for them to faithfully perform their duties under this Agreement; and (ii) administrative facilities, including salaries bookkeeping, and all equipment necessary for the efficient conduct of personnel required for it to execute its the Sub-Adviser’s duties faithfullyunder this Agreement. c. F. The Sub-adviser Adviser will select brokers and dealers to effect all portfolio transactions subject to the following conditions: conditions set forth herein. The Sub-adviser Adviser will place all necessary orders with brokers, dealers, or issuers issuers, and will negotiate brokerage commissions, if applicable. The Sub-adviser Adviser is directed at all times to seek to execute brokerage transactions for each Fund the Allocated Portion (i) in accordance with such policies any written policies, practices or practices as procedures that may be established by the Board of Trustees and described in or the applicable Trust's registration statement, as amended, and consistent with its fiduciary obligation to seek best execution. Subject to policies established Manager from time to time and which have been provided to the Sub-Adviser or (ii) as described in the most recent versions of the Trust’s Prospectus and SAI that have been provided to the Sub-Adviser. In placing any orders for the purchase or sale of investments for the Portfolio, in the name of the Allocated Portion or its nominees, the Sub-Adviser shall use its best efforts to obtain for the Allocated Portion best execution, considering all of the circumstances, and shall maintain records adequate to demonstrate compliance with this requirement. In no instance will portfolio securities be purchased from or sold to the Sub-Adviser, or any affiliated person thereof, except in accordance with the Investment Company Act, the Advisers Act and the rules under each, and all other federal and state laws or regulations applicable to the Trust and the Portfolio. G. Subject to the appropriate policies and procedures approved by the Board of Trustees Trustees, Sub-Adviser may, to the extent authorized by Section 28(e) of the TrustsSecurities Exchange Act of 1934, as amended (“Exchange Act”) cause the Allocated Portion to pay a broker or dealer that provides brokerage or research services to the Manager, the Sub-adviser may pay a broker-dealer which provides research Adviser and brokerage services a higher spread or the Allocated Portion an amount of commission for effecting a particular Portfolio transaction than otherwise might in excess of the amount of commission another broker or dealer would have been charged by another broker-dealer for effecting that transaction if the Sub-adviser determines Adviser determines, in good faith, that the higher spread or such amount of commission is reasonable in relation relationship to the value of the such brokerage and or research services that such broker-dealer provides, provided viewed in terms of either the that particular transaction or the Sub-adviser's Adviser’s overall responsibilities with respect to accounts managed the Portfolio or its other advisory clients. To the extent authorized by Section 28(e) and the Trust’s Board of Trustees, the Sub-adviserAdviser shall not be deemed to have acted unlawfully or to have breached any duty created by this Agreement or otherwise solely by reason of such action. The Sub-adviser Subject to seeking best execution, the Board of Trustees or the Manager may use for the benefit of direct the Sub-adviser's other clients, or make available Adviser to companies affiliated with effect transactions in portfolio securities through broker-dealers in a manner that will help generate resources to pay the Sub-adviser or to its directors for the benefit cost of their clients, any such brokerage and research services certain expenses that the Sub-adviser obtains from brokers Trust is required to pay or dealersfor which the Trust is required to arrange payment. d. H. On occasions when the Sub-adviser Adviser deems the purchase or sale of a security to be in the best interest of a Fund the Allocated Portion as well as with the investment guidelines established for other clients of the Sub-adviserAdviser, the Sub-adviser, Adviser to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities to be purchased or sold to attempt to obtain a more favorable price or lower brokerage commissions and efficient execution. In such event, allocation Allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Sub-adviser Adviser in the manner that the Sub-adviser Adviser considers to be the most equitable and consistent with its fiduciary obligations to each Fund the Allocated Portion and to its other clientsclients over time. The Manager agrees that Sub-Adviser and its affiliates may give advice and take action in the performance of their duties with respect to any of their other clients that may differ from advice given, or the timing or nature of actions taken, with respect to the Allocated Portion. The Manager also acknowledges that Sub-Adviser and its affiliates are fiduciaries to other entities, some of which have the same or similar investment objectives (and will hold the same or similar investments) as the Allocated Portion, and that Sub-Adviser will carry out its duties hereunder together with its duties under such relationships. Nothing in this Agreement shall be deemed to confer upon Sub-Adviser any obligation to purchase or to sell or to recommend for purchase or sale for the Allocated Portion any investment that Sub-Adviser, its affiliates, officers or employees may purchase or sell for its or their own account or for the account of any client, if in the sole and absolute discretion of Sub-Adviser it is for any reason impractical or undesirable to take such action or make such recommendation for the Allocated Portion. e. I. The Sub-adviser Adviser will maintain all accounts, books and records with respect to each Fund the Allocated Portion as are required of an investment sub-adviser of a registered investment company pursuant to the Investment Company Act of 1940, as amended (the "Investment Company Act") and Investment Advisers Act of 1940, as amended (the "Investment Advisers Act") and the rules thereunderthereunder and shall file with the SEC all forms pursuant to Section 13 of the Exchange Act, with respect to its duties as are set forth herein. f. J. The Sub-adviser shall Adviser will, unless and until otherwise directed by the Manager or the Board of Trustees, vote proxies relating with respect to each Fund's investment the Allocated Portion’s securities and exercise rights in corporate actions or otherwise in accordance with the applicable Trust's Sub-Adviser’s proxy voting policies and proceduresguidelines, as amended from time to time, which provide that shall be provided to the Trust and the Manager. K. The Sub-Adviser shall not be responsible for advising or acting for the Manager, the Trust, or any other party, in legal proceedings, including, but not limited to, class actions, settlements and related proofs of claim, or bankruptcies, involving securities purchased for or held by the Portfolio or any Allocated Portion thereof. Should the Sub-adviser shall vote all proxies relating to Adviser receive notices or related materials for any Allocated Portion involving securities held by a Fund and, subject to the applicable Trust's policies and procedures, shall use proxy voting policies and procedures adopted purchased by the Sub-adviser in conformance with Rule 206(4)-6 under Adviser for the Investment Advisers ActAllocated Portion, the Sub-Adviser will use commercially reasonable efforts to transmit copies of such notices to the current custodian of the assets of the Allocated Portion or the Manager. The Sub-adviser Adviser shall review its proxy voting activities on a periodic basis with not incur any liability for any delay or failure to timely provide such notices or related materials to the Trustees and with current custodian of the Adviserassets of the Allocated Portion.

SERVICES TO BE RENDERED BY THE SUB. ADVISER TO THE TRUSTS AND THE FUNDSTRUST a. Subject always to the direction and control of the Trustees of each Trust, the SubA. As sub-adviser shall have investment discretion over the assets of each Fund and will manage the investments and determine the composition of these assets in accordance with the applicable Trust's registration statement, as amended. In fulfilling its obligations to manage the investments and reinvestments of the assets of each Fund, the Sub-adviser will: i. obtain Adviser will coordinate the investment and evaluate pertinent economicreinvestment of the assets of the Fund and determine the composition of the assets of the Fund, statistical, financial and other information affecting the economy generally and individual companies or industries the securities of which are included in a Fund's portfolio or are under consideration for inclusion in a Fund's portfolio; ii. formulate and implement a continuous investment program for each Fund that is consistent accordance with the investment objectives terms of this Agreement, the Fund’s Prospectus and related investment policies for such Fund as described in the applicable Trust's registration statementStatement of Additional Information, as amendedcurrently in effect and as amended or supplemented from time to time, and subject to the direction, supervision and control of the Investment Adviser and the Trustees of the Trust. Prior to the commencement of the Sub-Adviser’s services hereunder, the Investment Adviser shall provide the Sub-Adviser with current copies of which shall be furnished the Fund’s Prospectus and Statement of Additional Information. The Investment Adviser undertakes to provide the Sub-Adviser with copies or other written notice of any amendments, modifications or supplements to the Fund’s Prospectus and Statement of Additional Information and the Sub-Adviser will not need to comply until a copy has been provided to the Sub-adviser promptly upon amendment;Adviser. iii. take whatever steps are necessary B. The Sub-Adviser is authorized to implement these investment programs by place orders for the purchase and sale of securitiessecurities for the Fund with or through such brokers, including dealers or banks as the placing of orders for such purchases and sales; iv. regularly report to the Trustees of each Trust and to the Adviser with respect to the implementation of these investment programs; and v. provide assistance to each Trust's custodian regarding the fair value of securities held by each Fund for which market quotations are not readily available. b. The Sub-adviserAdviser may select and, at its expense, will furnish all necessary investment and management facilities, including salaries of personnel required for it to execute its duties faithfully. c. The Sub-adviser will select brokers and dealers to effect all transactions subject to Section 28(e) of the following conditions: The Sub-adviser will place all necessary orders with brokersSecurities Exchange Act of 1934, dealersas amended (the “Exchange Act”), and other applicable law and Fund procedures, may pay commissions on transactions in excess of the amount of commissions another broker or issuers and will negotiate brokerage commissions, if applicabledealer would have charged. The Sub-adviser is directed at all times to seek to execute brokerage transactions for each Fund in accordance with such policies or practices as may be established by the Trustees and described in the applicable Trust's registration statement, as amended, and consistent with its fiduciary obligation to Adviser will seek best execution. Subject to policies established from time to time by execution under the Board of Trustees circumstances of the Trustsparticular transaction taking into consideration the full range and quality of a broker’s services in placing brokerage including, among other things, the value of research provided as well as execution capability, commission rate, financial responsibility and responsiveness to the Sub-adviser may pay a broker-dealer which provides research and brokerage services a higher spread or commission for a particular transaction than otherwise might have been charged by another broker-dealer if the Adviser. The Sub-adviser determines that Adviser may aggregate sales and purchase orders of securities or derivatives held in the higher spread or commission is reasonable in relation to the value of the brokerage and research services that such broker-dealer provides, viewed in terms of either the particular transaction or the Sub-adviser's overall responsibilities Fund with respect to accounts similar orders being made simultaneously for other portfolios managed by the Sub-adviserAdviser if, in the Sub-Adviser’s reasonable judgment, such aggregation shall result in an overall economic benefit to the Fund. C. The Investment Adviser understands and agrees that the Sub-Adviser performs investment management services for various clients and may take action with respect to any of its other clients which may differ from action taken or from the timing or nature of action taken by the Sub-Adviser for the Fund. The Sub-adviser Adviser’s authority hereunder shall not be impaired because of the fact that it may use effect transactions with respect to securities for its own account or for the benefit accounts of others which it manages which are identical or similar to securities to which it may effect transactions for the Fund at the same or similar times. D. The Sub-Adviser will provide the Investment Adviser with copies of the Sub-adviser's other clients, or make available to companies affiliated Adviser’s current policies and procedures adopted in accordance with Rule 206(4)-7 under the Sub-adviser or to its directors for the benefit of their clients, any such brokerage and research services that the Sub-adviser obtains from brokers or dealers. d. On occasions when the Sub-adviser deems the purchase or sale of a security to be in the best interest of a Fund as well as other clients of the Sub-adviser, the Sub-adviser, to Advisers Act. To the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities to be purchased or sold to attempt to obtain a more favorable price or lower brokerage commissions and efficient execution. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Sub-adviser in the manner the Sub-adviser considers to be the most equitable and consistent with its fiduciary obligations to each Fund and to its other clients. e. The Sub-adviser will maintain all accounts, books and records with respect to each Fund as Fund(s) are required of an investment sub-adviser of a registered investment company pursuant to by the Investment Company Act of 1940, as amended (the "“1940 Act”), to adopt any such policy or procedure, the Investment Company Act") Adviser will submit such policy or procedure to the Trust’s Board of Trustees for adoption by each of the Funds, with such modifications or additions thereto as the Board of Trustees or the Investment Adviser may recommend with the concurrence of the Sub-Adviser. E. The Sub-Adviser will maintain and Investment preserve all accounts, books and records with respect to the Fund as are required of an investment adviser of a registered investment company pursuant to the 1940 Act and the Advisers Act of 1940, as amended (the "Investment Advisers Act") and the rules thereunderthereunder and shall file with the U.S. Securities and Exchange Commission (“SEC”) all forms pursuant to Sections 13F and 13G of the Exchange Act, with respect to its duties as are set forth herein. The records relating to the services provided under this Agreement shall be the property of the Fund. f. F. The Sub-adviser shall vote proxies relating Adviser will, unless and until otherwise directed by the Investment Adviser, exercise all rights of security holders with respect to securities held by each Fund's investment securities , including, but not limited to, voting proxies in accordance with the applicable Trust's Sub-Adviser’s then-current proxy voting policies policies. G. The Sub-Adviser will make available and procedures, which provide that information concerning the Sub-adviser shall vote all proxies relating to securities held Adviser required by a Fund andin the preparation of its registration statements, subject to reports and other documents required by federal and state securities laws, and such other information as the applicable Trust's policies Fund or the Investment Adviser may reasonably request for use in the preparation of such documents or of other materials necessary or helpful for the distribution of the Fund’s shares. H. In the performance of its duties and proceduresobligations under this Agreement, shall use proxy voting policies and procedures adopted by the Sub-adviser Adviser shall act in conformance conformity with Rule 206(4)-6 under each Fund’s Prospectus and Statement of Additional Information and with the instructions and directions of the Investment Advisers Adviser and of the Board of Trustees and will comply in all materials respects with the applicable requirements of the 1940 Act. , the Internal Revenue Code of 1986, as amended, and all other applicable federal and state laws and regulations, as each is amended from time to time. I. The Sub-adviser shall Adviser at its expense will make available to the Trustees and the Investment Adviser at reasonable times its portfolio managers and other appropriate personnel, either in person or by telephone, at the mutual convenience of the Investment Adviser and the Sub-Adviser, in order to review its proxy voting activities on the investment policies, performance and other investment related information regarding a periodic basis Fund and to consult with the Trustees of the Funds and with Investment Adviser regarding each Fund’s investment affairs, including economic, statistical and investment matters related to the Sub-Adviser.’s duties

SERVICES TO BE RENDERED BY THE SUB. ADVISER TO THE TRUSTS AND THE FUNDSCorporation a. Subject always to the direction and control of the Trustees of each Trust, the SubA. As sub-adviser shall have investment discretion over the assets of each Fund and will manage the investments and determine the composition of these assets in accordance with the applicable Trust's registration statement, as amended. In fulfilling its obligations to manage the investments and reinvestments of the assets of each Fund, the Sub-adviser Adviser will coordinate the investment and reinvestment of the assets of the Fund and determine the composition of the assets of the Fund, in accordance with the terms of this Agreement, the Fund’s Prospectus and Statement of Additional Information and subject to the direction, supervision and control of the Investment Adviser and the Directors of the Corporation. B. As part of the services it will provide hereunder, the Sub-Adviser will: i. obtain and evaluate pertinent economic, statistical, financial and other information affecting the economy generally and individual companies or industries the securities of which are included in a Fund's portfolio or are under consideration for inclusion in a Fund's portfolio; ii. (i) formulate and implement a continuous investment program and portfolio management compliance and reporting program for each Fund; (ii) take whatever steps it deems necessary or advisable to implement the investment program for each Fund that is consistent with the investment objectives and related investment policies by arranging for such Fund as described in the applicable Trust's registration statement, as amended, copies of which shall be furnished to the Sub-adviser promptly upon amendment; iii. take whatever steps are necessary to implement these investment programs by the purchase and sale of securities, including the placing of orders for such purchases securities and salesother investments; iv. regularly report to (iii) keep the Trustees Directors of the Corporation and the Investment Adviser fully informed on an ongoing basis of all material facts concerning the investment and reinvestment of the assets of each Trust Fund and the operations of the Sub-Adviser, make regular and periodic special written reports of such additional information concerning the same as may reasonably be requested from time to time by the Investment Adviser or the Directors of the Corporation, and attend meetings with respect the Investment Adviser and/or the Directors, as reasonably requested, to discuss the implementation foregoing; (iv) in accordance with procedures and methods established by the Directors of these investment programs; and v. the Corporation, which may be amended from time to time, promptly notify the Investment Adviser or the Directors of the Corporation of securities in a Fund for which fair valuation may be required or of significant events that may require fair value pricing of all or a portion of a Fund’s portfolio, provide assistance to each Trust's custodian regarding in determining the fair value of all securities held by and other investments/assets in the Fund, as necessary, and use reasonable efforts to arrange for the provision of valuation information or price(s) from party(ies) independent of the Sub-Adviser for each security or other investment/asset in the Fund for which market quotations prices are not readily available; and (v) cooperate with and provide reasonable assistance to the Investment Adviser, the Corporation’s administrator, the Corporation’s custodian and foreign custodians, the Corporation’s transfer agent and pricing agents and all other agents and representatives of the Corporation and the Investment Adviser, keep all such persons fully informed as to such matters as they may reasonably deem necessary to the performance of their obligations to the Corporation and the Investment Adviser, provide prompt responses to reasonable requests made by such persons and maintain any appropriate interfaces with each so as to promote the efficient exchange of information. b. C. In furnishing services hereunder, the Sub-Adviser shall be subject to, and shall perform in accordance with the following: (i) the Corporation’s [Certificate of Incorporation], as the same may be hereafter modified and/or amended from time to time (“Certificate of Incorporation”); (ii) the By-Laws of the Corporation, as the same may be hereafter modified and/or amended from time to time (“By-Laws”); (iii) the currently effective Prospectus and Statement of Additional Information of the Corporation filed with the Securities and Exchange Commission (“SEC”) and delivered to the Sub-Adviser, as the same may be hereafter modified, amended and/or supplemented (“Prospectus and SAI”); (iv) the Investment Company Act and the Advisers Act and the rules under each, and all other federal and state laws or regulations applicable to the Corporation and the Fund(s); (v) any order or no-action letter of the SEC governing the operation of the Corporation, (vi) the Corporation’s Compliance Manual and other policies and procedures adopted from time to time by the Board of Directors of the Corporation; and (vii) the written instructions of the Investment Adviser. Prior to the commencement of the Sub-Adviser’s services hereunder, the Investment Adviser shall provide the Sub-Adviser with current copies of the Certificate of Incorporation, By-Laws, Prospectus and SAI, any order or no-action letter of the SEC governing the operation of the Corporation, Compliance Manual and other relevant policies and procedures that are adopted by the Board of Directors. The Investment Adviser undertakes to provide the Sub-Adviser with copies or other written notice of any amendments, modifications or supplements to any such above-mentioned document. D. The Sub-adviserAdviser, at its expense, will furnish furnish: (i) all necessary investment facilities and management personnel, including salaries, expenses and fees of any personnel required for them to faithfully perform their duties under this Agreement; and (ii) administrative facilities, including salaries bookkeeping, and all equipment necessary for the efficient conduct of personnel required for it to execute its the Sub-Adviser’s duties faithfullyunder this Agreement. c. E. The Sub-adviser Adviser will select brokers and dealers to effect all Fund transactions subject to the following conditions: conditions set forth herein. The Sub-adviser Adviser will place all necessary orders with brokers, dealers, or issuers issuers, and will negotiate brokerage commissions, if applicable. The Sub-adviser Adviser is directed at all times to seek to execute brokerage transactions for each Fund (i) in accordance with such policies any written policies, practices or practices as procedures that may be established by the Trustees and described in Board of Directors or the applicable Trust's registration statement, as amended, and consistent with its fiduciary obligation to seek best execution. Subject to policies established Investment Adviser from time to time by and which have been provided to the Board Sub-Adviser, (ii) as described in the Corporation’s Prospectus and SAI, and (iii) in accordance with applicable federal and state laws and regulations. In placing any orders for the purchase or sale of Trustees investments for each Fund, in the name of the TrustsFund or its nominees, the Sub-adviser may pay a broker-dealer which provides research Adviser shall use its best efforts to obtain for the Fund “best execution”, considering all of the circumstances, and brokerage services a higher spread shall maintain records adequate to demonstrate compliance with this requirement. In no instance will Fund securities be purchased from or commission for a particular transaction than otherwise might have been charged by another broker-dealer if sold to the Sub-adviser determines that Adviser, or any affiliated person thereof, except in accordance with the higher spread or commission is reasonable in relation Investment Company Act, the Advisers Act and the rules under each, and all other federal and state laws and regulations applicable to the value of Corporation and the brokerage and research services that such broker-dealer provides, viewed in terms of either the particular transaction or the Sub-adviser's overall responsibilities with respect to accounts managed by the Sub-adviser. Fund. F. The Sub-adviser may use for the benefit Adviser is not authorized to engage in “soft-dollar” transactions permitted by Section 28(e) of the Sub-adviser's other clientsSecurities Exchange Act of 1934, as amended (“Exchange Act”), without the express written approval of the Adviser or make available to companies affiliated with the Sub-adviser or to its directors for the benefit Corporation’s Board of their clients, any such brokerage and research services that the Sub-adviser obtains from brokers or dealersDirectors. d. G. On occasions when the Sub-adviser Adviser deems the purchase or sale of a security to be in the best interest of a Fund the Fund(s) as well as other clients of the Sub-adviserAdviser, the Sub-adviser, Adviser to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities to be purchased or sold to attempt to obtain a more favorable price or lower brokerage commissions and efficient execution. In such event, allocation Allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Sub-adviser Adviser in the manner which the Sub-adviser Adviser considers to be the most equitable and consistent with its fiduciary obligations to each Fund and to its other clientsclients over time. The Investment Adviser agrees that the Sub-Adviser and its affiliates may give advice and take action in the performance of their duties with respect to any of their other clients that may differ from advice given, or the timing or nature of actions taken, with respect to the Fund. The Investment Adviser also acknowledges that the Sub-Adviser and its affiliates are fiduciaries to other entities, some of which have the same or similar investment objectives (and will hold the same or similar investments) as the Fund, and that the Sub-Adviser will carry out its duties hereunder together with its duties under such relationships. e. H. The Sub-adviser Adviser will maintain and preserve all accounts, books and records with respect to each Fund as are required of an investment sub-adviser of a registered investment company pursuant to the Investment Company Act of 1940, as amended (the "Investment Company Act") and Investment Advisers Act of 1940, as amended (the "Investment Advisers Act") and the rules thereunderthereunder and shall file with the SEC all forms pursuant to Section 13 of the Exchange Act, with respect to its duties as are set forth herein. f. I. The Sub-adviser shall vote proxies relating Adviser will, unless and until otherwise directed by the Investment Adviser or the Board of Directors, exercise all rights of security holders with respect to securities held by each Fund's investment securities , including, but not limited to: voting proxies in accordance with the applicable Trust's Corporation’s then-current proxy voting policies and procedurespolicies, which provide that the Sub-adviser shall vote all proxies relating converting, tendering, exchanging or redeeming securities; acting as a claimant in class action litigation (including litigation with respect to securities held by previously held); and exercising rights in the context of a Fund and, subject to the applicable Trust's policies and procedures, shall use proxy voting policies and procedures adopted by the Sub-adviser in conformance with Rule 206(4)-6 under the Investment Advisers Act. The Sub-adviser shall review its proxy voting activities on a periodic basis with the Trustees and with the Adviserbankruptcy or other reorganization.

SERVICES TO BE RENDERED BY THE SUB. ADVISER TO THE TRUSTS AND THE FUNDSCOMPANY a. Subject always to the direction and control of the Trustees Directors of each Trustthe Company, the Sub-adviser shall have investment discretion over the assets of each Fund the Company and will manage the investments and determine the composition of these assets in accordance with the applicable TrustCompany's registration statement, as amended. In fulfilling its obligations to manage the investments and reinvestments of the assets of each Fundthe Company, the Sub-adviser will: i. obtain and evaluate pertinent economic, statistical, financial and other information affecting the economy generally and individual companies or industries the securities of which are included in a Fundthe Company's portfolio or are under consideration for inclusion in a Fundthe Company's portfolio; ii. formulate and implement a continuous investment program for each Fund the Company that is consistent with the investment objectives and related investment policies for such Fund the Company as described in the applicable TrustCompany's registration statement, as amended, copies of which shall be furnished to the Sub-adviser promptly upon amendment; iii. take whatever steps are necessary to implement these the investment programs program by the purchase and sale of securities, including the placing of orders for such purchases and sales; iv. regularly report to the Trustees Directors of each Trust the Company and to the Adviser with respect to the implementation of these the investment programsprogram; and v. provide assistance to each Trustthe Company's custodian regarding the fair value of securities held by each Fund the Company for which market quotations are not readily available. b. The Sub-adviser, at its expense, will furnish all necessary investment and management facilities, including salaries of personnel required for it to execute its duties faithfully. c. The Sub-adviser will select brokers and dealers to effect all transactions subject to the following conditions: The Sub-adviser will place all necessary orders with brokers, dealers, or issuers and will negotiate brokerage commissions, if applicable. The Sub-adviser is directed at all times to seek to execute brokerage transactions for each Fund the Company in accordance with such policies or practices as may be established by the Trustees Directors and described in the applicable TrustCompany's registration statement, as amended, and consistent with its fiduciary obligation to seek best execution. Subject to policies established from time to time by the Board of Trustees of the Trusts, the The Sub-adviser may pay a broker-dealer which provides research and brokerage services a higher spread or commission for a particular transaction than otherwise might have been charged by another broker-dealer if the Sub-adviser determines that the higher spread or commission is reasonable in relation to the value of the brokerage and research services that such broker-dealer provides, viewed in terms of either the particular transaction or the Sub-adviser's overall responsibilities with respect to accounts managed by the Sub-adviser. The Sub-adviser may use for the benefit of the Sub-adviser's other clients, or make available to companies affiliated with the Sub-adviser or to its directors for the benefit of their clients, any such brokerage and research services that the Sub-adviser obtains from brokers or dealers. d. On occasions when the Sub-adviser deems the purchase or sale of a security to be in the best interest of a Fund the Company as well as other clients of the Sub-adviser, the Sub-adviser, to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities to be purchased or sold to attempt to obtain a more favorable price or lower brokerage commissions and efficient execution. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Sub-adviser in the manner the Sub-adviser considers to be the most equitable and consistent with its fiduciary obligations to each Fund the Company and to its other clients. e. The Sub-adviser will maintain all accounts, books and records with respect to each Fund the Company as are required of an investment sub-adviser of a registered investment company pursuant to the Investment Company Act of 1940, as amended (the "Investment Company Act") and Investment Advisers Act of 1940, as amended (the "Investment Advisers Act") and the rules thereunder. f. The Sub-adviser shall vote proxies relating to each Fundthe Company's investment securities in accordance with the applicable TrustCompany's proxy voting policies and procedures, which provide that the Sub-adviser shall vote all proxies relating to securities held by a Fund the Company and, subject to the applicable TrustCompany's policies and procedures, shall use proxy voting policies and procedures adopted by the Sub-adviser in conformance with Rule 206(4)-6 under the Investment Advisers Act. The Sub-adviser shall review its proxy voting activities on a periodic basis with the Trustees Directors and with the Adviser.

SERVICES TO BE RENDERED BY THE SUB. ADVISER TO THE TRUSTS AND THE FUNDS a. Subject always Adviser to the direction and control of the Trustees of each Trust, the Sub. A. As sub-investment adviser shall have investment discretion over the assets of each Fund and will manage the investments and determine the composition of these assets in accordance with the applicable Trust's registration statement, as amended. In fulfilling its obligations to manage the investments and reinvestments of the assets of each Fund, the Sub-adviser Adviser will coordinate the investment and reinvestment of the assets of the Fund and determine the composition of the assets of the Fund, subject always to the supervision and control of the Investment Adviser and the Trustees of the Trust. B. As part of the services it will provide hereunder, the Sub-Adviser will, with respect to each Fund: i. (i) obtain and evaluate evaluate, to the extent deemed necessary and advisable by the Sub-Adviser in its discretion, pertinent economic, statistical, financial financial, and other information affecting the economy generally and individual companies or industries industries, the securities of which are included in a Fund's portfolio the Fund or are under consideration for inclusion in a the Fund's portfolio; (ii. ) formulate and implement a continuous investment program for each Fund that is consistent with the investment objectives and related investment policies for such Fund as described in the applicable Trust's registration statement, as amended, copies of which shall be furnished to the Sub-adviser promptly upon amendmentFund; (iii. ) take whatever steps are necessary to implement these the investment programs program for the Fund by arranging for the purchase and sale of securitiessecurities and other investments, including issuing directives to the placing administrator of orders the Trust as necessary for such purchases and salesthe appropriate implementation of the investment program of the Fund; (iv. regularly report to ) keep the Trustees of each the Trust and the Investment Adviser fully informed in writing on an ongoing basis as agreed by the Investment Adviser and the Sub-Adviser of all material facts concerning the investment and reinvestment of the assets in the Fund, the Sub-Adviser and its key investment personnel and operations, make regular and periodic special written reports of such additional information concerning the same as may reasonably be requested from time to time by the Investment Adviser or the Trustees of the Trust and the Sub-Adviser will attend meetings with respect the Investment Adviser and/or the Trustees, as reasonably requested, to discuss the implementation foregoing; (v) in accordance with procedures and methods established by the Trustees of these investment programs; and v. the Trust, which may be amended from time to time, provide assistance to each Trust's custodian regarding in determining the fair value of all securities held by and other investments/assets in the Fund, as necessary, and use reasonable efforts to arrange for the provision of valuation information or a price(s) from a party(ies) independent of the Sub-Adviser for each security or other investment/asset in the Fund for which market quotations prices are not readily available, in each case at the reasonable request of the Investment Adviser or the Trustees; (vi) provide at the reasonable request of the Investment Adviser or the Trustees any and all material composite performance information, records and supporting documentation about accounts the Sub-Adviser manages, if appropriate, which are relevant to the Fund and that have investment objectives, policies, and strategies substantially similar to those employed by the Sub-Adviser in managing the Fund that may be reasonably necessary, under applicable laws, to allow the Fund or its agent to present information concerning Sub-Adviser’s prior performance in the Trust’s Prospectus and Statement of Additional Information (“SAI”) (as hereinafter defined) and any permissible reports and materials prepared by the Fund or its agent; and (vii) cooperate with and provide reasonable assistance to the Investment Adviser, the Trust’s administrator, the Trust’s custodian and foreign custodians, the Trust’s transfer agent and pricing agents and all other agents and representatives of the Trust and the Investment Adviser, keep all such persons fully informed as to such matters as they may reasonably deem necessary to the performance of their obligations to the Trust and the Investment Adviser, provide prompt responses to reasonable requests made by such persons and maintain any appropriate interfaces with each so as to promote the efficient exchange of information. b. C. In furnishing services hereunder, the Sub-Adviser shall be subject to, and shall perform in accordance with the following: (i) the Trust’s Agreement and Declaration of Trust, as the same may be hereafter modified and/or amended from time to time (“Trust Declaration”); (ii) the By-Laws of the Trust, as the same may be hereafter modified and/or amended from time to time (“By-Laws”); (iii) the currently effective Prospectus and Statement of Additional Information of the Trust relating to the Funds filed with the Securities and Exchange Commission (“SEC”) and delivered to the Sub-Adviser, as the same may be hereafter modified, amended and/or supplemented (“Prospectus and SAI”); (iv) the 1940 Act and the Advisers Act and the rules under each, and all other federal and state laws or regulations applicable to the Trust and the Funds (v) the applicable sections of the Trust’s Compliance Manual and other policies and procedures adopted from time to time by the Board of Trustees of the Trust; and (vi) the written instructions of the Investment Adviser which are agreed to in writing by the Sub-Adviser. Prior to the commencement of the Sub-Adviser’s services hereunder, the Investment Adviser shall provide or arrange to provide the Sub-Adviser with current copies of the Trust Declaration, By-Laws, Prospectus and SAI, Compliance Manual and other relevant policies and procedures that are adopted by the Board of Trustees. The Investment Adviser undertakes to provide the Sub-Adviser with copies or other written notice of any amendments, modifications or supplements to any such above-mentioned document, and the Sub-Adviser shall only be subject to those amendments, modifications or supplements which are provided to it by the Investment Adviser. D. In furnishing services hereunder, the Sub-Adviser will not consult with any adviser to any other funds of the Trust or (ii) any other investment company under common control with the Trust concerning transactions of the Fund in securities or other assets. (This shall not be deemed to prohibit the Sub-Adviser from consulting with the Investment Adviser or with any of the Sub-Adviser’s affiliated persons concerning transactions in securities or other assets. This shall also not be deemed to prohibit the Sub-Adviser from consulting with any of the other covered advisers concerning compliance with paragraphs a and b of Rule 12d3-l under the Investment Company Act.) E. The Sub-adviserAdviser, at its expense, will furnish furnish: (i) all necessary investment facilities (including office space, furnishings, and management equipment) and personnel, including salaries, expenses and fees of any personnel required for them to faithfully perform their duties under this Agreement; and (ii) administrative facilities, including salaries bookkeeping, and all equipment necessary for the efficient conduct of personnel required for it to execute its the Sub-Adviser’s duties faithfully.under this Agreement c. F. The Sub-adviser Adviser will select brokers and dealers to effect affect all portfolio transactions subject to the following conditions: conditions set forth herein. The Sub-adviser Adviser will place all necessary orders with brokers, dealers, or issuers issuers, and will negotiate brokerage commissions, if applicable. The Sub-adviser Adviser is directed at all times to seek to execute brokerage transactions for each Fund (i) in accordance with such policies any written policies, practices or practices as procedures that may be established by the Board of Trustees and described in or the applicable Trust's registration statement, as amended, and consistent with its fiduciary obligation to seek best execution. Subject to policies established Adviser from time to time and which have been provided to the Sub-Adviser or (ii) as described in the Trust’s Prospectus and SAI. In placing any orders for the purchase or sale of investments for each Fund, in the name of the Fund or its nominees, the Sub-Adviser shall use its best efforts to obtain for the Funds “best execution,” considering all of the circumstances, and shall maintain records adequate to demonstrate compliance with this requirement. In no instance will portfolio securities be purchased from or sold to the Sub-Adviser, or any affiliated person thereof, except in accordance with the Investment Company Act, the Advisers Act and the rules under each, and all other federal and state laws or regulations applicable to the Trust and the Fund. G. Subject to the appropriate policies and procedures approved by the Board of Trustees of the TrustsTrustees, the Sub-adviser may Adviser may, to the extent authorized by Section 28(e) of the Securities Exchange Act of 1934, as amended (“Exchange Act”) cause each Fund to pay a brokerbroker or dealer that provides brokerage or research services to the Adviser, the Sub-dealer which provides research Adviser and brokerage services a higher spread or the Fund an amount of commission for effecting a particular portfolio transaction than otherwise might in excess of the amount of commission another broker or dealer would have been charged by another broker-dealer for effecting that transaction if the Sub-adviser determines Adviser determines, in good faith, that the higher spread or such amount of commission is reasonable in relation relationship to the value of the such brokerage and or research services that such broker-dealer provides, provided viewed in terms of either the that particular transaction or the Sub-adviser's Adviser’s overall responsibilities with respect to accounts managed the Fund or its other advisory clients. To the extent authorized by Section 28(e) and the Trust’s Board of Trustees, the Sub-adviser. The Sub-adviser may use for the benefit of the Sub-adviser's other clients, or make available Adviser shall not be deemed to companies affiliated with the Sub-adviser have acted unlawfully or to its directors for the benefit have breached any duty created by this Agreement or otherwise solely by reason of their clients, any such brokerage and research services that the Sub-adviser obtains from brokers or dealersaction. d. H. On occasions when the Sub-adviser Adviser deems the purchase or sale of a security to be in the best interest of a Fund the Fund(s) as well as other clients of the Sub-adviserAdviser, the Sub-adviser, Adviser to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities to be purchased or sold to attempt to obtain a more favorable price or lower brokerage commissions and efficient execution. In such event, allocation Allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Sub-adviser Adviser in the manner which the Sub-adviser Adviser considers to be the most equitable and consistent with its fiduciary obligations to each Fund and to its other clientsclients over time. The Investment Adviser agrees that the Sub-Adviser and its affiliates may give advice and take action in the performance of their duties with respect to any of their other clients that may differ from advice given, or the timing or nature of actions taken, with respect to the Fund. The Investment Adviser also acknowledges that the Sub-Adviser and its affiliates are fiduciaries to other entities, some of which have the same or similar investment objectives (and will hold the same or similar investments) as the Fund, and that the Sub-Adviser will carry out its duties hereunder together with its duties under such relationships. Nothing in this Agreement shall be deemed to confer upon the Sub-Adviser any obligation to purchase or to sell or to recommend for purchase or sale for the Fund any investment that the Sub-Adviser, its affiliates, officers or employees may purchase or sell for its or their own account or for the account of any client, if in the sole and absolute discretion of the Sub-Adviser it is for any reason impractical or undesirable to take such action or make such recommendation for the Fund. e. I. The Sub-adviser Adviser will maintain all accounts, books and records with respect to each Fund as are required of an investment sub-adviser of a registered investment company pursuant to the Investment Company 1940 Act of 1940, as amended (the "Investment Company Act") and Investment Advisers Act of 1940, as amended (the "Investment Advisers Act") and the rules thereunderthereunder and shall file with the SEC all forms pursuant to Section 13 of the Exchange Act, with respect to its duties as are set forth herein. f. J. The Sub-adviser shall vote proxies relating to each Fund's investment securities in accordance Adviser will, unless and until otherwise directed by the Investment Adviser or the Board of Trustees, exercise the following rights of security holders with the applicable Trust's proxy voting policies and procedures, which provide that the Sub-adviser shall vote all proxies relating respect to securities held by a Fund andeach Fund: voting proxies, subject to the applicable Trust's policies and proceduresconverting, shall use proxy voting policies and procedures adopted by the Sub-adviser in conformance with Rule 206(4)-6 under the Investment Advisers Acttendering, exchanging or redeeming securities. The Sub-adviser shall review its proxy voting activities on Adviser will cooperate in providing the Investment Adviser with all information in the Sub-Adviser’s possession reasonably requested by the Investment Adviser regarding the Investment Adviser’s decision with respect to the following: participation in class action litigation regarding portfolio securities (including litigation with respect to securities previously held); exercising rights in the context of a periodic basis with the Trustees bankruptcy or other reorganization; and with the Adviserany other similar litigation, actions or matters.

SERVICES TO BE RENDERED BY THE SUB. ADVISER TO THE TRUSTS AND THE FUNDSADVISER a. (a) Subject always to the direction and control of the Trustees trustees of each Trustthe Trust (the "Trustees"), the Sub-adviser shall have investment discretion over the assets of each Fund and will manage the investments and determine the composition of these assets in accordance with the applicable Trust's registration statement, as amended. In fulfilling its obligations to manage the investments and reinvestments of the assets of each Fund, the Sub-adviser will: i. obtain and evaluate pertinent economic, statistical, financial and other information affecting the economy generally and individual companies or industries the securities of which are included in a Fund's portfolio or are under consideration for inclusion in a Fund's portfolio; ii. formulate and implement a continuous investment program for each Fund that is consistent with the investment objectives and related investment policies for such Fund as described in the applicable Trust's registration statement, as amended, copies of which shall be furnished to the Sub-adviser promptly upon amendment; iii. take whatever steps are necessary to implement these investment programs by the purchase and sale of securities, including the placing of orders for such purchases and sales; iv. regularly report to the Trustees of each Trust and to the Adviser with respect to the implementation of these investment programs; and v. provide assistance to each Trust's custodian regarding the fair value of securities held by each Fund for which market quotations are not readily available. b. The Sub-adviserSubadviser, at its expense, will furnish continuously an investment program for the Fund and will make investment decisions on behalf of the Fund and place all orders for the purchase and sale of portfolio securities and all other investments. The Subadviser will allocate all facilities and personnel necessary for the conduct of its duties under this Agreement. In the performance of its duties, the Subadviser will comply with (1) the provisions of the Trust's Agreement and Declaration of Trust and By-laws, and the investment objectives, policies and management facilitiesrestrictions of the Fund as set forth in its current Prospectus and Statement of Additional Information (copies of which will be supplied to the Subadviser upon filing with the SEC), and any amendments to such Agreement and Declaration of Trust, By-laws, investment objectives, policies and restrictions which the Trustees or the Adviser, as the case may be, may from time to time determine, as promptly as practicable after such amendments have been communicated to the Subadviser in writing, and (2) other policies which the Trustees may from time to time determine, as promptly as practicable after such policies have been communicated to the Subadviser in writing. The Subadviser and the Adviser shall each make its officers and employees and any information reasonably requested available to the other from time to time at reasonable times to review investment policies of the Fund, to facilitate the Adviser's monitoring of the Subadviser, and to consult with each other regarding the investment affairs of the Fund. (b) The Subadviser shall bear its own expenses in providing services pursuant to this Agreement, including salaries of personnel its personnel. The Subadviser shall not be obligated to pay any expenses of the Adviser, the Trust or the Fund, including without limitation (i) interest and taxes; (ii) brokerage commissions and other costs in connection with the purchase and sale of securities and other investment instruments of the Fund; and (iii) custodian fees and expenses. The Subadviser shall not be obligated to pay any expenses of or for the Fund not expressly assumed by the Subadviser pursuant to this Section 1. Any reimbursement of management or other fees required for it by an expense limitation or waiver provision, and any liability arising out of a violation by the Adviser of Section 36(b) of the 1940 Act, shall be the sole responsibility of the Adviser, provided that nothing herein shall relieve the Subadviser from its own liability under Section 36(b) of the 1940 Act with respect to execute its duties faithfullyunder this Agreement. c. The Sub-adviser will select (c) In the selection of brokers or dealers and dealers the placing of orders for the purchase and sale of portfolio investments for the Fund, the Subadviser shall use its best efforts to effect all transactions subject obtain for the Fund the most favorable price and execution available, except to the following conditions: The Sub-adviser will place all necessary orders with brokersextent it may be permitted to pay higher brokerage commissions for brokerage and research services as described below. In using its best efforts to obtain for the Fund the most favorable price and execution available, dealersthe Subadviser, or issuers and will negotiate brokerage commissions, if applicable. The Sub-adviser is directed bearing in mind the Fund's best interests at all times to seek to execute brokerage transactions times, shall consider all factors it deems relevant, including, by way of illustration, price, the size of the transaction, the nature of the market for each Fund in accordance with such policies the security, the amount of the commission, the timing of the transaction taking into account market prices and trends, the execution capability, reputation, experience and financial stability of the broker or practices as may be established dealer involved and the quality of service rendered by the Trustees and described broker or dealer in the applicable Trust's registration statement, as amended, and consistent with its fiduciary obligation to seek best executionother transactions. Subject to such policies established from time to time by as the Board of Trustees of the TrustsTrust may determine and communicate to the Subadviser in writing, the Sub-adviser may Subadviser shall not be deemed to have acted unlawfully or to have breached any duty created by this Agreement or otherwise solely by reason of its having caused the Fund to pay a broker-broker or dealer which that provides brokerage and research and brokerage services a higher spread to the Subadviser or its affiliates an amount of commission for effecting a particular portfolio investment transaction than otherwise might in excess of the amount of commission another broker or dealer would have been charged by another broker-dealer for effecting that transaction, if the Sub-adviser Subadviser determines in good faith that the higher spread or such amount of commission is was reasonable in relation to the value of the brokerage and research services that provided by such broker-dealer providesbroker or dealer, viewed in terms of either the that particular transaction or the Sub-adviserSubadviser's overall responsibilities with respect to accounts managed by the Sub-adviser. The Sub-adviser may use for the benefit of the Sub-adviser's other clients, or make available Fund and to companies affiliated with the Sub-adviser or to its directors for the benefit of their clients, any such brokerage and research services that the Sub-adviser obtains from brokers or dealers. d. On occasions when the Sub-adviser deems the purchase or sale of a security to be in the best interest of a Fund as well as other clients of the Sub-adviserSubadviser and its affiliates as to which the Subadviser or its affiliates exercise investment discretion. (d) The Subadviser may execute Fund documentation, the Sub-adviseragreements, contracts and other documents requested by brokers, dealers, counterparties and other persons in connection with its providing investment advisory services to the extent permitted by applicable laws and regulations, may, but Fund. (e) Nothing herein shall be under no obligation to, aggregate considered as constituting the securities to be purchased Subadviser as an agent for the Adviser or sold to attempt to obtain a more favorable price the Fund or lower brokerage commissions and efficient execution. In such event, allocation of the securities so purchased Trust or sold, as well as the expenses incurred in the transaction, will be made by the Sub-adviser in the manner the Sub-adviser considers to be the most equitable and consistent with its fiduciary obligations to each Fund and to its anything other clients. e. The Sub-adviser will maintain all accounts, books and records than an independent contractor with respect to each the Adviser or the Fund as are required or the Trust. (f) The Subadviser makes no representation or warranty, express or implied, that any level of an performance or investment sub-adviser of a registered investment company pursuant results will be achieved by the Fund or that the Fund will perform comparably with any standard, including other funds managed by the Subadviser. (g) The Subadviser will provide such access to the Investment Company Act Subadviser's chief compliance officer and such compliance-related information concerning the Subadviser's services to the Fund under this Agreement as may reasonably be requested by the chief compliance officer of 1940the Adviser or of the Fund, as amended (the "Investment Company Act") and Investment Advisers Act of 1940, as amended (the "Investment Advisers Act") and the rules thereundercase may be. f. The Sub-adviser shall vote proxies relating to each Fund's investment securities in accordance with the applicable Trust's proxy voting policies and procedures, which provide that the Sub-adviser shall vote all proxies relating to securities held by a Fund and, subject to the applicable Trust's policies and procedures, shall use proxy voting policies and procedures adopted by the Sub-adviser in conformance with Rule 206(4)-6 under the Investment Advisers Act. The Sub-adviser shall review its proxy voting activities on a periodic basis with the Trustees and with the Adviser.

SERVICES TO BE RENDERED BY THE SUB. ADVISER TO THE TRUSTS AND THE FUNDSTRUST a. Subject always A. As sub-adviser to the direction and control of the Trustees of each TrustFund, the Sub-adviser shall have Adviser will coordinate the investment discretion over and reinvestment of the assets of each the Fund and will manage the investments and determine the composition of these the assets of the Fund, in accordance with the applicable Trust's registration statementterms of this Agreement, as amended. In fulfilling its obligations the Fund’s Prospectus and Statement of Additional Information and subject to manage the investments direction, supervision and reinvestments control of the assets Investment Adviser and the Trustees of each the Trust. The Sub-Adviser shall initially determine and make such modifications to the identity and number of shares of the securities and / or amount of cash to be accepted pursuant to the Fund, ’s benchmark index in exchange for “Creation Units” for the Fund and the securities and / or amount of cash that will be applicable that day to redemption requests received for the Fund as may be necessary as a result of rebalancing adjustments and corporate action events (and may give directions to the Trust’s custodian with respect to such designations). Prior to the commencement of the Sub-adviser will:Adviser’s services hereunder, the Investment Adviser shall provide Sub-Adviser with current copies of the Fund’s Prospectus and SAI. Investment Adviser undertakes to provide Sub-Adviser with copies or other written notice of any amendments, modifications or supplements to the Fund’s Prospectus and SAI and Sub-Adviser will not need to comply until a copy has been provided to Sub-Adviser and agreed upon. i. obtain B. Sub-Adviser may place orders for the execution of transactions with or through such brokers, dealers or banks as Sub-Adviser may select and, subject to Section 28(e) of the Securities Exchange Act of 1934 (the “Exchange Act”) and evaluate pertinent economicother applicable law, statisticalmay pay commissions on transactions in excess of the amount of commissions another broker or dealer would have charged. Sub-Adviser will seek best execution under the circumstances of the particular transaction taking into consideration the full range and quality of a broker’s services in placing brokerage including, among other things, the value of research provided as well as execution capability, commission rate, financial responsibility and other information affecting the economy generally and individual companies or industries the securities of which are included in a Fund's portfolio or are under consideration for inclusion in a Fund's portfolio; ii. formulate and implement a continuous investment program for each Fund that is consistent with the investment objectives and related investment policies for such Fund as described in the applicable Trust's registration statement, as amended, copies of which shall be furnished responsiveness to the Sub-adviser promptly upon amendment; iiiAdviser. take whatever steps are necessary In no event shall Sub-Adviser be under any duty to implement these investment programs obtain the lowest commission or best net price for the Fund on any particular transaction. Sub-Adviser is not under any duty to execute transactions for the Fund before or after transactions for other like accounts managed by Sub-Adviser. Sub-Adviser may aggregate sales and purchase orders of securities or derivatives held in the purchase and sale of securitiesFund with similar orders being made simultaneously for other portfolios managed by Sub-Adviser if, including the placing of orders for in Sub-Adviser’s reasonable judgment, such purchases and sales; iv. regularly report aggregation shall result in an overall economic benefit to the Trustees of each Trust Fund. C. Investment Adviser understands and to the agrees that Sub-Adviser performs investment management services for various clients and may take action with respect to any of its other clients which may differ from action taken or from the implementation timing or nature of these investment programs; and v. provide assistance action taken by Sub-Adviser for the Fund. Sub-Adviser’s authority hereunder shall not be impaired because of the fact that it may effect transactions with respect to each Trust's custodian regarding securities for its own account or for the fair value accounts of others which it manages which are identical or similar to securities held by each to which it may effect transactions for the Fund for which market quotations are not readily availableat the same or similar times. b. The D. Sub-adviser, at its expense, Adviser will furnish all necessary investment and management facilities, including salaries provide Investment Adviser with copies of personnel required for it to execute its duties faithfully. c. The Sub-adviser will select brokers Adviser’s current policies and dealers to effect all transactions subject to the following conditions: The Sub-adviser will place all necessary orders with brokers, dealers, or issuers and will negotiate brokerage commissions, if applicable. The Sub-adviser is directed at all times to seek to execute brokerage transactions for each Fund procedures adopted in accordance with such policies or practices as may be established Rule 206(4)-7 under the Adviser Act. To the extent the Fund(s) are required by the Investment Company Act to adopt any such policy or procedure, Investment Adviser will submit such policy or procedure to the Trust’s Board of Trustees and described in for adoption by each of the applicable Trust's registration statementFunds, with such modifications or additions thereto as amended, and consistent with its fiduciary obligation to seek best execution. Subject to policies established from time to time by the Board of Trustees or Investment Adviser may recommend with the concurrence of the Trusts, the Sub-adviser may pay a broker-dealer which provides research and brokerage services a higher spread or commission for a particular transaction than otherwise might have been charged by another broker-dealer if the Adviser. E. Sub-adviser determines that the higher spread or commission is reasonable in relation to the value of the brokerage and research services that such broker-dealer provides, viewed in terms of either the particular transaction or the Sub-adviser's overall responsibilities with respect to accounts managed by the Sub-adviser. The Sub-adviser may use for the benefit of the Sub-adviser's other clients, or make available to companies affiliated with the Sub-adviser or to its directors for the benefit of their clients, any such brokerage and research services that the Sub-adviser obtains from brokers or dealers. d. On occasions when the Sub-adviser deems the purchase or sale of a security to be in the best interest of a Fund as well as other clients of the Sub-adviser, the Sub-adviser, to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities to be purchased or sold to attempt to obtain a more favorable price or lower brokerage commissions and efficient execution. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Sub-adviser in the manner the Sub-adviser considers to be the most equitable and consistent with its fiduciary obligations to each Fund and to its other clients. e. The Sub-adviser Adviser will maintain and preserve all accounts, books and records with respect to each the Fund as are required of an investment sub-adviser of a registered investment company pursuant to the Investment Company Act of 1940, as amended (the "Investment Company Act") and Investment Advisers Act of 1940, as amended (the "Investment Advisers Act") and the rules thereunderthere under and shall file with the SEC all forms pursuant to Section 13F and 13G of the Exchange Act, with respect to its duties as are set forth herein. f. The F. Sub-adviser shall vote proxies relating to each Fund's investment securities in accordance Adviser will, unless and until otherwise directed by Investment Adviser, exercise all rights of security holders with the applicable Trust's proxy voting policies and procedures, which provide that the Sub-adviser shall vote all proxies relating respect to securities held by a Fund andeach Fund, subject to the applicable Trust's policies and proceduresincluding, shall use but not limited to: voting proxies in accordance with Sub-Adviser’s then-current proxy voting policies and procedures adopted by the Sub-adviser in conformance with Rule 206(4)-6 under the Investment Advisers Act. The Sub-adviser shall review its proxy voting activities on a periodic basis with the Trustees and with the Adviserpolicies.

SERVICES TO BE RENDERED BY THE SUB. ADVISER TO THE TRUSTS AND THE FUNDSTRUST a. Subject always A. The Portfolio is a wholly-owned subsidiary of the Fund. The Fund will achieve its investment objective through the investments that the Sub-Adviser makes on behalf of the Portfolio. As adviser to the direction and control of the Trustees of each TrustPortfolio, the Sub-adviser shall have Adviser will coordinate the investment discretion over and reinvestment of the assets of each Fund and will manage the investments Portfolio and determine the composition of these the assets of the Portfolio, in accordance with the applicable Trust's registration statementterms of this Agreement, as amended. In fulfilling its obligations the Fund’s Prospectus and Statement of Additional Information and subject to manage the investments direction, supervision and reinvestments control of the assets Investment Adviser and the Directors of each Fundthe Portfolio. B. As part of the services it will provide hereunder, the Sub-adviser Adviser will: i. obtain and evaluate pertinent economic, statistical, financial and other information affecting the economy generally and individual companies or industries the securities of which are included in a Fund's portfolio or are under consideration for inclusion in a Fund's portfolio; ii. (i) formulate and implement a continuous investment program and portfolio management compliance and reporting program for each Fund that is consistent with the investment objectives and related investment policies for Portfolio, such Fund as described in programs to be identical to the applicable Trust's registration statement, as amended, copies of which shall be furnished to programs utilized by the Sub-adviser promptly upon amendmentAdviser for the Fund; iii. (ii) take whatever steps are it deems necessary or advisable to implement these the investment programs program for the Portfolio by arranging for the purchase and sale of securities, including the placing of orders for such purchases securities and salesother investments; iv. regularly report (iii) keep the Directors of the Portfolio and the Investment Adviser fully informed on an ongoing basis of all material facts concerning the investment and reinvestment of the assets of the Portfolio and the operations of the Sub-Adviser, make regular and periodic special written reports of such additional information concerning the same as may reasonably be requested from time to time by the Trustees Investment Adviser or the Directors of each Trust the Portfolio, and participate in meetings with the Investment Adviser and/or the Directors, as reasonably requested, to discuss the foregoing, with the understanding that the Portfolio or the Adviser with respect will pay all reasonable expenses of the Sub-Adviser relating to the implementation of these investment programsany mutually agreed upon travel to Mauritius; and v. (iv) cooperate with and provide reasonable assistance to the Investment Adviser, the Portfolio’s administrator, the Portfolio’s custodian, the Portfolio’s transfer agent and pricing agents and all other agents and representatives of the Portfolio and the Investment Adviser, keep all such persons fully informed as to such matters as they may reasonably deem necessary to the performance of their obligations to the Portfolio and the Investment Adviser, provide prompt responses to reasonable requests made by such persons and maintain any appropriate interfaces with each Trust's custodian regarding so as to promote the fair value efficient exchange of securities held by each Fund for which market quotations are not readily availableinformation. b. C. In furnishing services hereunder, the Sub-Adviser shall be subject to, and shall perform in accordance with this Agreement, the terms of the Fund Sub-Advisory Agreement and the direction of the Investment Adviser or the Directors of the Portfolio. D. The Sub-adviserAdviser, at its expense, will furnish furnish: (i) all necessary investment facilities and management personnel, including salaries, expenses and fees of any personnel required for them to faithfully perform their duties under this Agreement; and (ii) administrative facilities, including salaries bookkeeping, and all equipment necessary for the efficient conduct of personnel required for it to execute its the Sub-Adviser’s duties faithfullyunder this Agreement. c. E. The Sub-adviser Adviser will select brokers and dealers to effect all Portfolio transactions subject to the following conditions: conditions set forth herein. The Sub-adviser Adviser will place all necessary orders with brokers, dealers, or issuers issuers, and will negotiate brokerage commissions, if applicable. The Sub-adviser Adviser is directed at all times to seek to execute brokerage transactions for each Fund the Portfolio (i) in accordance with such policies any written policies, practices or practices as procedures that may be established by the Trustees and described in the applicable Trust's registration statement, as amended, and consistent with its fiduciary obligation to seek best execution. Subject to policies established Investment Adviser from time to time by and which have been provided to the Board Sub-Adviser, (ii) as described in the Trust’s Prospectus and SAI, and (iii) in accordance with applicable U.S. federal and state laws and regulations. In placing any orders for the purchase or sale of Trustees of investments for the TrustsPortfolio, the Sub-adviser may pay a broker-dealer which provides research Adviser shall use its best efforts to obtain for the Portfolio “best execution”, considering all of the circumstances, and brokerage services a higher spread shall maintain records adequate to demonstrate compliance with this requirement. In no instance will Fund securities be purchased from or commission for a particular transaction than otherwise might have been charged by another broker-dealer if sold to the Sub-adviser determines that Adviser, or any affiliated person thereof, except in accordance with the higher spread or commission is reasonable in relation Investment Company Act, the Advisers Act and the rules under each, and all other federal and state laws and regulations applicable to the value of Trust and the brokerage and research services that such broker-dealer provides, viewed in terms of either the particular transaction or the Sub-adviser's overall responsibilities with respect to accounts managed by the Sub-adviser. Portfolio. F. The Sub-adviser may use for the benefit Adviser is not authorized to engage in “soft-dollar” transactions permitted by Section 28(e) of the Sub-adviser's other clientsSecurities Exchange Act of 1934, as amended (“Exchange Act”), without the express written approval of the Adviser or make available to companies affiliated with the Sub-adviser or to its directors for the benefit Trust’s Board of their clients, any such brokerage and research services that the Sub-adviser obtains from brokers or dealersTrustees. d. G. On occasions when the Sub-adviser Adviser deems the purchase or sale of a security to be in the best interest of a Fund the Portfolio(s) as well as other clients of the Sub-adviserAdviser, the Sub-adviserAdviser, to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities to be purchased or sold to attempt to obtain a more favorable price or lower brokerage commissions and efficient execution. In such event, allocation Allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Sub-adviser Adviser in the manner which the Sub-adviser Adviser considers to be the most equitable and consistent with its fiduciary obligations to each Fund and to its other clientsclients over time. The Investment Adviser agrees that the Sub-Adviser and its affiliates may give advice and take action in the performance of their duties with respect to any of their other clients that may differ from advice given, or the timing or nature of actions taken, with respect to the Portfolio. The Investment Adviser also acknowledges that the Sub-Adviser and its affiliates are fiduciaries to other entities, some of which have the same or similar investment objectives (and will hold the same or similar investments) as the Portfolio, and that the Sub-Adviser will carry out its duties hereunder together with its duties under such relationships. e. H. The Sub-adviser Adviser will maintain all accounts, books and records with respect to each Fund the Portfolio as are required of an investment sub-adviser of a registered investment company pursuant to the Investment Company Act of 1940, as amended (the "Investment Company Act") and Investment Advisers Act of 1940, as amended (the "Investment Advisers Act") and the rules thereunderthereunder and shall file with the SEC all forms pursuant to Section 13 of the Exchange Act, with respect to its duties as are set forth herein. f. I. The Sub-adviser shall vote Adviser will, unless and until otherwise directed by the Investment Adviser or the Board of Trustees, exercise all rights of security holders with respect to securities held by the Portfolio, including, but not limited to: voting proxies relating to each Fund's investment securities in accordance with the applicable Trust's ’s then-current proxy voting policies and procedurespolicies, which provide that the Sub-adviser shall vote all proxies relating converting, tendering, exchanging or redeeming securities; acting as a claimant in class action litigation (including litigation with respect to securities held by previously held); and exercising rights in the context of a Fund and, subject to the applicable Trust's policies and procedures, shall use proxy voting policies and procedures adopted by the Sub-adviser in conformance with Rule 206(4)-6 under the Investment Advisers Act. The Sub-adviser shall review its proxy voting activities on a periodic basis with the Trustees and with the Adviserbankruptcy or other reorganization.

SERVICES TO BE RENDERED BY THE SUB. ADVISER TO THE TRUSTS AND THE FUNDSCORPORATION a. Subject always to the direction and control of the Trustees of each Trust, the SubA. As sub-adviser shall have investment discretion over the assets of each Fund and will manage the investments and determine the composition of these assets in accordance with the applicable Trust's registration statement, as amended. In fulfilling its obligations to manage the investments and reinvestments of the assets of each Fund, the Sub-adviser Adviser will coordinate the investment and reinvestment of the assets of the Fund and determine the composition of the assets of the Fund, in accordance with the terms of this Agreement, the Fund's Prospectus and Statement of Additional Information and subject to the direction, supervision and control of the Investment Adviser and the Directors of the Corporation. B. As part of the services it will provide hereunder, the Sub-Adviser will: i. obtain and evaluate pertinent economic, statistical, financial and other information affecting the economy generally and individual companies or industries the securities of which are included in a Fund's portfolio or are under consideration for inclusion in a Fund's portfolio; ii. (i) formulate and implement a continuous investment program and portfolio management compliance and reporting program for each Fund; (ii) take whatever steps it deems necessary or advisable to implement the investment program for each Fund that is consistent with the investment objectives and related investment policies by arranging for such Fund as described in the applicable Trust's registration statement, as amended, copies of which shall be furnished to the Sub-adviser promptly upon amendment; iii. take whatever steps are necessary to implement these investment programs by the purchase and sale of securities, including the placing of orders for such purchases securities and salesother investments; iv. regularly report (iii) coordinate with Amerivest to keep the Trustees Directors of the Corporation and the Investment Adviser fully informed on an ongoing basis of all material facts concerning the investment and reinvestment of the assets of each Trust Fund and the operations of the Sub-Adviser, make regular and periodic special written reports of such additional information concerning the same as may reasonably be requested from time to time by the Investment Adviser or the Directors of the Corporation, and attend meetings with respect the Investment Adviser and/or the Directors, as reasonably requested, to discuss the implementation foregoing; (iv) in accordance with procedures and methods established by the Directors of these investment programs; and v. the Corporation, which may be amended from time to time, and in conjunction with Amerivest, promptly notify the Investment Adviser or the Directors of the Corporation of securities in a Fund for which fair valuation may be required or of significant events that may require fair value pricing of all or a portion of a Fund's portfolio, provide assistance to each Trust's custodian regarding in determining the fair value of all securities held by and other investments/assets in the Fund, as necessary, and use reasonable efforts to arrange for the provision of valuation information or price(s) from party(ies) independent of the Sub-Adviser for each security or other investment/asset in the Fund for which market quotations prices are not readily available; and (v) cooperate with and provide reasonable assistance to the Investment Adviser, Amerivest, the Corporation's administrator, the Corporation's custodian and foreign custodians, the Corporation's transfer agent and pricing agents and all other agents and representatives of the Corporation and the Investment Adviser, keep all such persons fully informed as to such matters as they may reasonably deem necessary to the performance of their obligations to the Corporation and the Investment Adviser, provide prompt responses to reasonable requests made by such persons and maintain any appropriate interfaces with each so as to promote the efficient exchange of information. b. The C. In furnishing services hereunder, the Sub-adviserAdviser shall be subject to, at its expense, will furnish all necessary investment and management facilities, including salaries of personnel required for it to execute its duties faithfully. c. The Sub-adviser will select brokers and dealers to effect all transactions subject to the following conditions: The Sub-adviser will place all necessary orders with brokers, dealers, or issuers and will negotiate brokerage commissions, if applicable. The Sub-adviser is directed at all times to seek to execute brokerage transactions for each Fund shall perform in accordance with such policies or practices the following: (i) the Corporation's Articles of Incorporation, as the same may be established by hereafter modified and/or amended from time to time ("Certificate of Incorporation"); (ii) the Trustees and described in By-Laws of the applicable Trust's registration statementCorporation, as amendedthe same may be hereafter modified and/or amended from time to time ("By-Laws"); (iii) the currently effective Prospectus and Statement of Additional Information of the Corporation filed with the Securities and Exchange Commission ("SEC") and delivered to the Sub-Adviser, as the same may be hereafter modified, amended and/or supplemented ("Prospectus and SAI"); (iv) the Investment Company Act and the Advisers Act and the rules under each, and consistent with its fiduciary obligation all other federal and state laws or regulations applicable to seek best execution. Subject to the Corporation and the Fund(s); (v) any order or no-action letter of the SEC governing the operation of the Corporation, (vi) the Corporation's Compliance Manual and other policies established and procedures adopted from time to time by the Board of Trustees Directors of the Trusts, Corporation; and (vii) the Sub-adviser may pay a broker-dealer which provides research and brokerage services a higher spread or commission for a particular transaction than otherwise might have been charged by another broker-dealer if written instructions of the Sub-adviser determines that the higher spread or commission is reasonable in relation Investment Adviser. Prior to the value of the brokerage and research services that such broker-dealer provides, viewed in terms of either the particular transaction or the Sub-adviser's overall responsibilities with respect to accounts managed by the Sub-adviser. The Sub-adviser may use for the benefit commencement of the Sub-adviserAdviser's other clientsservices hereunder, or make available to companies affiliated with the Investment Adviser shall provide the Sub-adviser or to its directors for Adviser with current copies of the benefit Certificate of their clientsIncorporation, By-Laws, Prospectus and SAI, any such brokerage and research services that the Suborder or no-adviser obtains from brokers or dealers. d. On occasions when the Sub-adviser deems the purchase or sale of a security to be in the best interest of a Fund as well as other clients action letter of the Sub-adviser, SEC governing the Sub-adviser, to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities to be purchased or sold to attempt to obtain a more favorable price or lower brokerage commissions and efficient execution. In such event, allocation operation of the securities so purchased or soldCorporation, as well as the expenses incurred in the transaction, will be made by the Sub-adviser in the manner the Sub-adviser considers to be the most equitable Compliance Manual and consistent with its fiduciary obligations to each Fund and to its other clients. e. The Sub-adviser will maintain all accounts, books and records with respect to each Fund as are required of an investment sub-adviser of a registered investment company pursuant to the Investment Company Act of 1940, as amended (the "Investment Company Act") and Investment Advisers Act of 1940, as amended (the "Investment Advisers Act") and the rules thereunder. f. The Sub-adviser shall vote proxies relating to each Fund's investment securities in accordance with the applicable Trust's proxy voting policies and procedures, which provide that the Sub-adviser shall vote all proxies relating to securities held by a Fund and, subject to the applicable Trust's policies and procedures, shall use proxy voting relevant policies and procedures that are adopted by the Sub-adviser in conformance with Rule 206(4)-6 under the Investment Advisers Act. The Sub-adviser shall review its proxy voting activities on a periodic basis with the Trustees and with the Adviser.Board

SERVICES TO BE RENDERED BY THE SUB. ADVISER TO THE TRUSTS AND THE FUNDSFUND a. Subject always A. As an investment adviser to the direction and control of the Trustees of each Trust, the Sub-adviser shall have investment discretion over the assets of each Fund and will manage the investments and determine the composition of these assets in accordance with the applicable Trust's registration statement, as amended. In fulfilling its obligations to manage the investments and reinvestments of the assets of each Fund, the Sub-adviser Adviser shall, subject to the supervision and oversight of the Advisor, manage the investment and reinvestment of such portion of the assets of the Fund as the Advisor may from time to time allocate to the Sub-Adviser for management (the "Sub-Advised Assets"), as well as vote all proxies related to the Sub-Advised Assets. B. As part of the services it will provide hereunder, the Sub-Adviser will: i. (i) obtain and evaluate evaluate, to the extent deemed necessary and advisable by the Sub-Adviser in its discretion , pertinent economic, statistical, financial financial, and other information affecting the economy generally and individual companies or industries industries, the securities of which are included in a Fund's portfolio the Sub-Advised Assets or are under consideration for inclusion in a Fund's portfoliothe Sub-Advised Assets; (ii. ) formulate and implement a continuous investment program for each Fund that is consistent with the investment objectives and related investment policies for such Fund as described in the applicable Trust's registration statement, as amended, copies of which shall be furnished to the Sub-adviser promptly upon amendmentAdvised Assets as outlined in the Fund's Registration Statement; (iii. ) take whatever steps are necessary to implement these the investment programs program for the Sub-Advised Assets by arranging for the purchase and sale of securitiessecurities and other investments, including issuing directives to the placing administrator of orders the Fund as necessary for such purchases and salesthe appropriate implementation of the investment program of the Sub- Advised Assets; (iv. regularly report to ) keep the Trustees of each Trust the Fund and to the Adviser fully informed in writing on an ongoing basis as agreed by the Advisor and the Sub-Adviser as to (1) all material facts concerning the investment and reinvestment of the Sub-Advised Assets and (2) the Sub-Adviser and its key investment personnel and operations, make regular and periodic special written reports of such additional information concerning the same as may reasonably be requested from time to time by the Advisor or the Trustees of the Fund; and attend meetings with respect the Advisor and/or the Trustees, as reasonably requested, to discuss the implementation foregoing; (v) in accordance with procedures and methods established by the Trustees of these investment programs; and v. the Fund, which may be amended from time to time, provide assistance to each Trust's custodian regarding in determining the fair value of all securities held by each Fund for which market quotations are not readily available. b. The and other investments /assets within the Sub-adviserAdvised Assets; (vi) provide any and all material composite performance information, at its expense, will furnish all necessary investment records and management facilities, including salaries of personnel required for it to execute its duties faithfully. c. The supporting documentation about accounts the Sub-adviser will select brokers and dealers to effect all transactions subject Adviser manages , if appropriate, which are relevant to the following conditions: The Fund and that have investment objectives, policies, and strategies substantially similar to those employed by the Sub-adviser will place all necessary orders with brokers, dealers, or issuers and will negotiate brokerage commissions, if applicable. The Adviser in managing the Sub-adviser is directed at all times to seek to execute brokerage transactions for each Fund in accordance with such policies or practices as Advised Assets that may be established reasonably necessary, under applicable laws, to allow the Fund or its agent to present information concerning the Sub-Adviser's prior performance in the Fund's Registration Statement and any permissible reports and materials prepared by the Trustees Fund; (vii) cooperate with and described provide reasonable assistance to the Adviser, the Fund's administrator, the Fund's custodian and foreign custodians, the Fund's transfer agent and pricing agents and all other agents and representatives of the Fund and the Adviser; keep all such persons fully informed as to such matters as they may reasonably deem necessary to the performance of their obligations to the Fund and the Adviser; provide prompt responses to reasonable requests made by such persons; and maintain any appropriate interfaces with each such person so as to promote the efficient exchange of in format ion; and (viii) file any required reports with the applicable Trust's registration statementSEC pursuant to Sections 13(±) and 13(g) of the Securities Exchange Act of 1934, as amended, and consistent with its fiduciary obligation the rules and regulations thereunder. C. In furnishing services hereunder, the Sub-Adviser shall be subject to, and shall perform in accordance with, the following: (i) the Fund's declaration of trust, by-laws and/or other governing instruments , as the same may be hereafter modified and/or amended from time to seek best execution. Subject time ("Governing Documents"); (ii) the currently effective Registration Statement and any amendments thereto; (iii) the Investment Company Act and the Advisers Act and the rules under each, and all other federal and state laws or regulations applicable to the Fund; (iv) the Fund's compliance manual and other policies established and procedures adopted from time to time by the Board of Trustees of the Trusts, Fund; and (v) the Sub-adviser may pay a broker-dealer which provides research and brokerage services a higher spread or commission for a particular transaction than otherwise might have been charged by another broker-dealer if instructions of the Sub-adviser determines that the higher spread or commission is reasonable in relation Advisor. Prior to the value of the brokerage and research services that such broker-dealer provides, viewed in terms of either the particular transaction or the Sub-adviser's overall responsibilities with respect to accounts managed by the Sub-adviser. The Sub-adviser may use for the benefit commencement of the Sub-adviser's other clientsAdviser' s services hereunder, or make available to companies affiliated with the Advisor shall provide the Sub-adviser or Adviser with current copies of any Governing Documents, Registration Statement, compliance manual and other relevant policies and procedures that are adopted by the Board of Trustees of the Fund. The Advisor undertakes to its directors for the benefit of their clients, any such brokerage and research services that provide the Sub-adviser obtains from brokers Adviser with copies or dealersother written notice of any amendments , modifications or supplements to any such above-mentioned document. d. D. The Sub-Adviser, at its expense, will furnish: (i) all necessary facilities (including office space, furnishin gs, and equipment) and personnel, including salaries, expenses and fees of any personnel required for the Sub-Adviser to faithfully perform its duties under this Agreement; and (ii) administrative facilities, including bookkeeping, and all equipment necessary for the efficient conduct of the Sub-Adviser's duties under this Agreement. E. On occasions when the Sub-adviser Adviser deems the purchase or sale of a security to be in the best interest of a the Fund as well as other clients of the Sub-adviser, the Sub-adviser, to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities to be purchased or sold to attempt to obtain a more favorable price or lower brokerage commissions and efficient execution. In such eventAdviser, allocation of the securities so purchased or soldpurchased, as well as the expenses incurred in the transaction, will be made by the Sub-adviser Adviser in the manner which the Sub-adviser Adviser considers to be the most equitable and consistent with its fiduciary obligations to each the Fund and to its other clientsclients over time. The Advisor agrees that the Sub-Adviser and its affiliates may give advice and take action in the performance of their duties with respect to any of their other clients that may differ from advice given , or the timing or nature of actions taken, with respect to the Fund. The Advisor also acknowledges that the Sub-Adviser and its affiliates are fiduciaries to other entities, some of which have the same or similar investment objectives (and will hold the same or similar investments) as the Fund, and that the Sub-Adviser will carry out its duties hereunder together with its duties under such relationships. Nothing in this Agreement shall be deemed to confer upon the Sub-Adviser any obligation to purchase or to recommend for purchase for the Fund any investment that the Sub-Adviser, its affiliates, officers or employees may purchase or sell for its or their own account or for the account of any client, if in the sole and absolute discretion of the Sub-Adviser it is for any reason impractical or undesirable to take such action or make such recommendation for the Fund. e. F. The Sub-adviser Adviser will maintain all accounts, books and records with respect to each Fund the Sub-Advised Assets as are required of an investment sub-adviser of a registered investment company pursuant to the Investment Company Act of 1940, as amended (the "Investment Company Act") and Investment Advisers Act of 1940, as amended (the "Investment Advisers Act") and the rules thereunder. f. The Sub-adviser shall vote proxies relating to each Fund's investment securities in accordance with the applicable Trust's proxy voting policies and procedures, which provide that the Sub-adviser shall vote all proxies relating to securities held by a Fund and, subject to the applicable Trust's policies and procedures, shall use proxy voting policies and procedures adopted by the Sub-adviser in conformance with Rule 206(4)-6 under the Investment Advisers Act. The Sub-adviser shall review its proxy voting activities on a periodic basis with the Trustees and with the Adviser.

SERVICES TO BE RENDERED BY THE SUB. ADVISER TO THE TRUSTS AND THE FUNDSTRUST a. Subject always A. As investment sub-adviser to the direction and control of the Trustees of each TrustPortfolio, the Sub-adviser shall have Adviser will coordinate the investment discretion over and reinvestment of the assets of each Fund and will manage the investments Allocated Portion and determine the composition of these assets in accordance with the applicable Trust's registration statement, as amended. In fulfilling its obligations to manage the investments and reinvestments of the assets of the Allocated Portion, in each Fundcase normally without prior consultation, but subject always to (a) any additional written instructions provided to Sub-Adviser by Manager requiring prior consultation under certain circumstances and (b) the supervision and control of the Manager and the Trustees of the Trust. B. As part of the services it will provide hereunder, the Sub-adviser Adviser will: i. (i) obtain and evaluate pertinent economic, statistical, financial financial, and other information affecting the economy generally and individual companies or industries industries, the securities of which are included in a Fund's portfolio the Allocated Portion or are under consideration for inclusion in a Fund's portfoliothe Allocated Portion; (ii. ) formulate and implement a continuous investment program for each Fund that is consistent with the investment objectives and related investment policies for such Fund as described in the applicable Trust's registration statement, as amended, copies of which shall be furnished to the Sub-adviser promptly upon amendmentAllocated Portion; (iii. ) take whatever steps are necessary to implement these the investment programs program for the Allocated Portion by arranging for the purchase and sale of securitiessecurities and other investments, including issuing directives to the placing administrator of orders the Trust as necessary for such purchases and salesthe appropriate implementation of the investment program of the Allocated Portion; (iv. regularly report to ) keep the Trustees of each the Trust and the Manager informed in writing on an ongoing basis as agreed by the Manager and Sub-Adviser of all material facts concerning the investment and reinvestment of the assets in the Allocated Portion, the Sub-Adviser and its key investment personnel and operations, make regular and periodic special written reports of such additional information concerning the same as may reasonably be requested from time to time by the Manager or the Trustees of the Trust and the Sub-Adviser will attend meetings with respect the Manager and/or the Trustees, as reasonably requested, to discuss the implementation foregoing; (v) in accordance with procedures and methods established by the Trustees of these investment programs; and v. the Trust, which may be amended from time to time, and which will be communicated reasonably in advance in writing (together with any amendments) to Sub-Adviser, provide assistance to each Trust's custodian regarding in determining the fair value of all securities held by and other investments/assets in the Allocated Portion, as necessary, and use reasonable efforts to arrange for the provision of valuation information or a price(s) from a party(ies) independent of the Sub-Adviser for each Fund security or other investment/asset in the Allocated Portion for which market quotations prices are not readily available; (vi) provide any and all material composite performance information, records and supporting documentation about accounts the Sub-Adviser manages, if appropriate, which are determined by Sub-Adviser to be relevant to the Allocated Portion and that have investment objectives, policies, and strategies substantially similar to those employed by the Sub-Adviser in managing the Allocated Portion that may be reasonably necessary, under applicable laws, to allow the Portfolio or its agent to present information concerning Sub-Adviser’s prior performance (consistent with, and to the extent permitted by, applicable laws) in the Trust’s Prospectus and SAI (as hereinafter defined) and any permissible reports and materials prepared by the Portfolio or its agent; and (vii) cooperate with and provide reasonable assistance to the Manager, the Trust’s administrator, the Trust’s custodian and foreign custodians, the Trust’s transfer agent and pricing agents and all other agents and representatives of the Trust and the Manager, keep all such persons informed as to such matters as they may reasonably deem necessary to the performance of their obligations to the Trust and the Manager, provide prompt responses to reasonable requests made by such persons and maintain any appropriate interfaces with each so as to promote the efficient exchange of information. b. C. In furnishing services hereunder, the Sub-Adviser shall be subject to, and shall perform in accordance with the following: (i) the Trust’s Agreement and Declaration of Trust, as the same may be hereafter modified and/or amended from time to time (“Trust Declaration”); (ii) the By-Laws of the Trust, as the same may be hereafter modified and/or amended from time to time (“By-Laws”); (iii) the currently effective Prospectus and Statement of Additional Information of the Trust filed with the SEC and delivered to the Sub-Adviser, as the same may be hereafter modified, amended and/or supplemented (“Prospectus and SAI”); (iv) the Investment Company Act and the Sub-Advisers Act and the rules under each, and all other federal and state laws or regulations, as normally applicable to managers/sub-advisers of registered investment companies and, with respect to any such laws, rules or regulations applicable to the Trust, the Portfolio or the Manager (and not otherwise normally applicable to such managers/sub-advisers) as identified in writing by the Manager to the Sub-Adviser as being applicable to the Trust and the Portfolio; (v) the Trust’s Compliance Manual and other policies and procedures adopted from time to time by the Board of Trustees of the Trust; and (vi) the written instructions of the Manager. Prior to the commencement of the Sub-Adviser’s services hereunder, the Manager shall provide the Sub-Adviser with current copies of the Trust Declaration, By-Laws, Prospectus, SAI, Compliance Manual and other relevant instructions, policies and procedures that are issued or adopted by the Board of Trustees. The Manager shall provide the Sub-Adviser with copies or other written notice of any amendments, modifications or supplements to any such above-mentioned document reasonably in advance of their effectiveness. Sub-Adviser shall have a reasonable period of time to comply with any amendment, modification or supplement to any such above-mentioned document. D. In furnishing services hereunder, the Sub-Adviser will not consult with any other sub-adviser to (i) the Portfolio, (ii) any other Portfolio of the Trust or (iii) any other investment company under common control with the Trust concerning transactions of the Portfolio in securities or other assets. (This shall not be deemed to prohibit the Sub-Adviser from consulting with any of its affiliated persons concerning transactions in securities or other assets. This shall also not be deemed to prohibit the Sub-Adviser from consulting with any of the other covered sub-advisers concerning compliance with paragraphs a and b of rule 12d3- E. The Sub-adviserAdviser, at its expense, will furnish furnish: (i) all necessary investment facilities and management personnel, including salaries, expenses and fees of any personnel required for them to faithfully perform their duties under this Agreement; and (ii) administrative facilities, including salaries bookkeeping, and all equipment necessary for the efficient conduct of personnel required the Sub-Adviser’s duties under this Agreement. Except as specifically provided herein, the Sub-Adviser shall not be responsible for it any other expenses, including, without limitation, any for which the Manager is responsible, or for which the Trust is responsible, under the Investment Management Agreement between the Manager and the Trust; provided, that the Sub-Adviser shall be responsible for any expenses incurred in good faith by the Trust as a direct result of changes in Sub-Adviser’s business (such as, for example, changes in the Sub-Adviser’s business that would require an amendment to execute its duties faithfullythe Trust’s registration statement in order to make information therein regarding Sub-Adviser not materially misleading). c. F. The Sub-adviser Adviser will select brokers and dealers to effect all portfolio transactions subject to the following conditions: conditions set forth herein. The Sub-adviser Adviser will place all necessary orders with brokers, dealers, or issuers issuers, and will negotiate brokerage commissions, if applicable. The Sub-adviser Adviser is directed at all times to seek to execute brokerage transactions for each Fund the Allocated Portion (i) in accordance with such policies any written policies, practices or practices as procedures that may be established by the Board of Trustees and described in or the applicable Trust's registration statement, as amended, and consistent with its fiduciary obligation to seek best execution. Subject to policies established Manager from time to time and which have been provided in writing to the Sub-Adviser or (ii) as described in the Trust’s Prospectus and SAI. In placing any orders for the purchase or sale of investments for the Portfolio, in the name of the Allocated Portion or its nominees, the Sub-Adviser shall seek to obtain for the Allocated Portion best execution consistent with its obligations under Sub-Advisers Act and any other applicable law, considering all of the circumstances, and shall maintain records adequate to demonstrate compliance with this requirement. In no instance will portfolio securities be purchased from or sold to the Sub-Adviser, or any affiliated person thereof, except in accordance with the Investment Company Act, the Advisers Act and the rules under each, and all other federal and state laws or regulations, as normally applicable to managers/sub-advisers of registered investment companies and, with respect to any such laws, rules or regulations applicable to the Trust or the Portfolio (and not otherwise normally applicable to such managers/sub-advisers) as identified in writing by the Manager to the Sub-Adviser. G. Subject to the appropriate policies and procedures approved by the Board of Trustees Trustees, Sub-Adviser may, to the extent authorized by Section 28(e) of the TrustsSecurities Exchange Act of 1934, as amended (“Exchange Act”), cause the Allocated Portion to pay a broker or dealer that provides brokerage or research services to the Manager, the Sub-adviser may pay a broker-dealer which provides research Adviser and brokerage services a higher spread or the Allocated Portion an amount of commission for effecting a particular Portfolio transaction than otherwise might in excess of the amount of commission another broker or dealer would have been charged by another broker-dealer for effecting that transaction if the Sub-adviser determines Adviser determines, in good faith, that the higher spread or such amount of commission is reasonable in relation relationship to the value of the such brokerage and or research services that such broker-dealer provides, provided viewed in terms of either the that particular transaction or the Sub-adviser's Adviser’s overall responsibilities with respect to accounts managed the Portfolio or its other advisory clients. To the extent authorized by Section 28(e) and the Trust’s Board of Trustees, the Sub-adviserAdviser shall not be deemed to have acted unlawfully or to have breached any duty created by this Agreement or otherwise solely by reason of such action. The Sub-adviser Subject to seeking best execution, the Board of Trustees or the Manager may use for the benefit of direct the Sub-adviser's other clients, or make available Adviser to companies affiliated with effect transactions in portfolio securities through broker-dealers in a manner that will help generate resources to pay the Sub-adviser or to its directors for the benefit cost of their clients, any such brokerage and research services certain expenses that the Sub-adviser obtains from brokers Trust is required to pay or dealersfor which the Trust is required to arrange payment. d. H. On occasions when the Sub-adviser Adviser deems the purchase or sale of a security to be in the best interest of a Fund the Allocated Portion as well as other clients of the Sub-adviserAdviser, the Sub-adviserAdviser, to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities to be purchased or sold to attempt to obtain a more favorable price or lower brokerage commissions and efficient execution. In such event, allocation Allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Sub-adviser Adviser in the manner which the Sub-adviser Adviser considers to be the most equitable and consistent with its fiduciary obligations to each Fund the Allocated Portion and to its other clientsclients over time. The Manager agrees that Sub-Adviser and its affiliates may give advice and take action in the performance of their duties with respect to any of their other clients that may differ from advice given, or the timing or nature of actions taken, with respect to the Allocated Portion. The Manager also acknowledges that Sub-Adviser and its affiliates are fiduciaries to other entities, some of which have the same or similar investment objectives (and will hold the same or similar investments) as the Allocated Portion, and that Sub-Adviser will carry out its duties hereunder together with its duties under such relationships. Nothing in this Agreement shall be deemed to confer upon Sub-Adviser any obligation to purchase or to sell or to recommend for purchase or sale for the Allocated Portion any investment that Sub-Adviser, its affiliates, officers or employees may purchase or sell for its or their own account or for the account of any client. e. I. The Sub-adviser Adviser will maintain all accounts, books and records with respect to each Fund the Allocated Portion as are required of an investment sub-adviser of a registered investment company pursuant to the Investment Company Act of 1940, as amended (the "Investment Company Act") and Investment Advisers Act of 1940, as amended (the "Investment Advisers Act") and the rules thereunderthereunder and shall file with the SEC all forms pursuant to Section 13 of the Exchange Act, with respect to its duties as are set forth herein. f. J. The Sub-adviser shall Adviser will, unless and until otherwise directed by the Manager or the Board of Trustees, vote proxies relating with respect to each Fund's investment the Allocated Portion’s securities and exercise rights in corporate actions or otherwise in accordance with the applicable Trust's Sub-Adviser’s proxy voting policies and proceduresguidelines, as amended from time to time, which provide shall be provided to the Trust and the Manager. K. For the avoidance of doubt, given that the Sub-adviser shall vote all proxies relating to securities held by a Fund andAdviser is responsible for managing only the Allocated Portion, subject to the applicable Trust's policies and procedures, shall use proxy voting policies and procedures adopted by the Sub-adviser in conformance Adviser will not be responsible for testing or maintaining compliance of the Portfolio with Rule 206(4)-6 applicable diversification, concentration and other requirements under the Investment Advisers Company Act, the Code or other applicable law that are measured or tested at the Portfolio level or that require information regarding the entire securities portfolio of the Portfolio. The Sub-adviser shall review its proxy voting activities on a periodic basis Adviser agrees to manage the Allocated Portion in compliance with such requirements as applied only to the Allocated Portion. If requested in writing by the Manager or the Trustees and of the Trust, Sub-Adviser will provide any information reasonably requested by the Manager to the Manager regarding the Allocated Portion in order to permit the Manager to perform compliance testing with the Adviserrespect to such requirements.

SERVICES TO BE RENDERED BY THE SUB. ADVISER TO THE TRUSTS AND THE FUNDSTRUST a. Subject always to the direction and control of the Trustees of each Trust, the SubA. As sub-adviser shall have investment discretion over the assets of each Fund and will manage the investments and determine the composition of these assets in accordance with the applicable Trust's registration statement, as amended. In fulfilling its obligations to manage the investments and reinvestments of the assets of each Fund, the Sub-adviser will: i. obtain Adviser will coordinate the investment and evaluate pertinent economicreinvestment of the assets of the Fund and determine the composition of the assets of the Fund, statistical, financial and other information affecting the economy generally and individual companies or industries the securities of which are included in a Fund's portfolio or are under consideration for inclusion in a Fund's portfolio; ii. formulate and implement a continuous investment program for each Fund that is consistent accordance with the investment objectives terms of this Agreement, the Fund’s Prospectus and related investment policies for such Fund as described in the applicable Trust's registration statementStatement of Additional Information, as amendedcurrently in effect and as amended or supplemented from time to time, and subject to the direction, supervision and control of the Investment Adviser and the Trustees of the Trust. Prior to the commencement of the Sub-Adviser’s services hereunder, the Investment Adviser shall provide the Sub-Adviser with current copies of which shall be furnished the Fund’s Prospectus and Statement of Additional Information. The Investment Adviser undertakes to provide the Sub-Adviser with copies or other written notice of any amendments, modifications or supplements to the Fund’s Prospectus and Statement of Additional Information and the Sub-Adviser will not need to comply until a copy has been provided to the Sub-adviser promptly upon amendment;Adviser. iii. take whatever steps are necessary B. The Sub-Adviser is authorized to implement these investment programs by place orders for the purchase and sale of securitiessecurities for the Fund with or through such brokers, including dealers or banks as the placing of orders for such purchases and sales; iv. regularly report to the Trustees of each Trust and to the Adviser with respect to the implementation of these investment programs; and v. provide assistance to each Trust's custodian regarding the fair value of securities held by each Fund for which market quotations are not readily available. b. The Sub-adviserAdviser may select and, at its expense, will furnish all necessary investment and management facilities, including salaries of personnel required for it to execute its duties faithfully. c. The Sub-adviser will select brokers and dealers to effect all transactions subject to Section 28(e) of the following conditions: The Sub-adviser will place all necessary orders with brokersSecurities Exchange Act of 1934, dealersas amended (the “Exchange Act”), and other applicable law and Fund procedures, may pay commissions on transactions in excess of the amount of commissions another broker or issuers and will negotiate brokerage commissions, if applicabledealer would have charged. The Sub-adviser is directed at all times to seek to execute brokerage transactions for each Fund in accordance with such policies or practices as may be established by the Trustees and described in the applicable Trust's registration statement, as amended, and consistent with its fiduciary obligation to Adviser will seek best execution. Subject to policies established from time to time by execution under the Board of Trustees circumstances of the Trustsparticular transaction taking into consideration the full range and quality of a broker’s services in placing brokerage including, among other things, the value of research provided as well as execution capability, commission rate, financial responsibility and responsiveness to the Sub-adviser may pay a broker-dealer which provides research and brokerage services a higher spread or commission for a particular transaction than otherwise might have been charged by another broker-dealer if the Adviser. The Sub-adviser determines that Adviser may aggregate sales and purchase orders of securities or derivatives held in the higher spread or commission is reasonable in relation to the value of the brokerage and research services that such broker-dealer provides, viewed in terms of either the particular transaction or the Sub-adviser's overall responsibilities Fund with respect to accounts similar orders being made simultaneously for other portfolios managed by the Sub-adviserAdviser if, in the Sub-Adviser’s reasonable judgment, such aggregation shall result in an overall economic benefit to the Fund. C. The Investment Adviser understands and agrees that the Sub-Adviser performs investment management services for various clients and may take action with respect to any of its other clients which may differ from action taken or from the timing or nature of action taken by the Sub-Adviser for the Fund. The Sub-adviser Adviser’s authority hereunder shall not be impaired because of the fact that it may use effect transactions with respect to securities for its own account or for the benefit accounts of others which it manages which are identical or similar to securities to which it may effect transactions for the Fund at the same or similar times. D. The Sub-Adviser will provide the Investment Adviser with copies of the Sub-adviser's other clientsAdviser’s current policies and procedures adopted in accordance with Rule 206(4)-7 under the Advisers Act. To the extent the Fund(s) are required by the 1940 Act to adopt any such policy or procedure, the Investment Adviser will submit such policy or make available procedure to companies affiliated the Trust’s Board of Trustees for adoption by each of the Funds, with such modifications or additions thereto as the Board of Trustees or the Investment Adviser may recommend with the Sub-adviser or to its directors for the benefit of their clients, any such brokerage and research services that the Sub-adviser obtains from brokers or dealers. d. On occasions when the Sub-adviser deems the purchase or sale of a security to be in the best interest of a Fund as well as other clients concurrence of the Sub-adviser, the Sub-adviser, to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities to be purchased or sold to attempt to obtain a more favorable price or lower brokerage commissions and efficient execution. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Sub-adviser in the manner the Sub-adviser considers to be the most equitable and consistent with its fiduciary obligations to each Fund and to its other clientsAdviser. e. E. The Sub-adviser Adviser will maintain and preserve all accounts, books and records with respect to each the Fund as are required of an investment sub-adviser of a registered investment company pursuant to the Investment Company 1940 Act of 1940, as amended (and the "Investment Company Act") and Investment Advisers Act of 1940, as amended (the "Investment Advisers Act") and the rules thereunderthereunder and shall file with the U.S. Securities and Exchange Commission (“SEC”) all forms pursuant to Sections 13F and 13G of the Exchange Act, with respect to its duties as are set forth herein. The records relating to the services provided under this Agreement shall be the property of the Fund. f. F. The Sub-adviser shall vote proxies relating Adviser will, unless and until otherwise directed by the Investment Adviser, exercise all rights of security holders with respect to securities held by each Fund's investment securities , including, but not limited to, voting proxies in accordance with the applicable Trust's Sub- Adviser’s then-current proxy voting policies policies. G. The Sub-Adviser will make available and procedures, which provide that information concerning the Sub-adviser shall vote all proxies relating to securities held Adviser required by a Fund andin the preparation of its registration statements, subject to reports and other documents required by federal and state securities laws, and such other information as the applicable Trust's policies Fund or the Investment Adviser may reasonably request for use in the preparation of such documents or of other materials necessary or helpful for the distribution of the Fund’s shares. H. In the performance of its duties and proceduresobligations under this Agreement, shall use proxy voting policies and procedures adopted by the Sub-adviser Adviser shall act in conformance conformity with Rule 206(4)-6 under each Fund’s Prospectus and Statement of Additional Information and with the instructions and directions of the Investment Advisers Adviser and of the Board of Trustees and will comply in all materials respects with the applicable requirements of the 1940 Act, the Internal Revenue Code of 1986, as amended, and all other applicable federal and state laws and regulations, as each is amended from time to time. I. The Sub-Adviser at its expense will make available to the Trustees and the Investment Adviser at reasonable times its portfolio managers and other appropriate personnel, either in person or by telephone, at the mutual convenience of the Investment Adviser and the Sub-Adviser, in order to review the investment policies, performance and other investment related information regarding a Fund and to consult with the Trustees of the Funds and Investment Adviser regarding each Fund’s investment affairs, including economic, statistical and investment matters related to the Sub-Adviser’s duties hereunder. The Sub-adviser Adviser and its personnel shall also cooperate fully with counsel and auditors for, and the Chief Compliance Officers of, the Investment Adviser and the Trust. J. The Sub-Adviser will review its proxy voting activities draft reports to shareholders and other documents provided or available to it and provide comments on a periodic timely basis. The Investment Adviser or the Fund will provide such documents to the Sub-Adviser in a reasonable timeframe prior to the due date. In addition, the Sub-Adviser and each officer and portfolio manager thereof designated by the Investment Adviser will provide on a timely basis with such certifications or sub-certifications as the Trustees Investment Adviser or the Fund may reasonably request in order to support and with facilitate certifications required to be provided by the AdviserTrust’s Principal Executive Officer and Principal Accounting Officer in order to satisfy the Trust’s legal and regulatory requirements.

SERVICES TO BE RENDERED BY THE SUB. ADVISER TO THE TRUSTS AND THE FUNDSTRUST a. Subject always A. As adviser to the direction and control of the Trustees of each Trust, the Sub-adviser shall have investment discretion over the assets of each Fund and will manage the investments and determine the composition of these assets in accordance with the applicable Trust's registration statement, as amended. In fulfilling its obligations to manage the investments and reinvestments of the assets of each Fund, the Sub-adviser Adviser will coordinate the investment and reinvestment of the assets of the Fund and determine the composition of the assets of the Fund, in accordance with the terms of this Agreement, each Fund’s Prospectus and Statement of Additional Information (“SAI”) and subject to the direction, supervision and control of the Investment Adviser and the Trustees of the Trust. B. As part of the services it will provide hereunder, the Sub-Adviser will: i. obtain and evaluate pertinent economic, statistical, financial and other information affecting the economy generally and individual companies or industries the securities of which are included in a Fund's portfolio or are under consideration for inclusion in a Fund's portfolio; ii. (i) formulate and implement a continuous investment program and portfolio management compliance and reporting program for each Fund; (ii) take whatever steps it deems necessary or advisable to implement the investment program for each Fund that is consistent with the investment objectives and related investment policies by arranging for such Fund as described in the applicable Trust's registration statement, as amended, copies of which shall be furnished to the Sub-adviser promptly upon amendment; iii. take whatever steps are necessary to implement these investment programs by the purchase and sale of securities, including the placing of orders for such purchases securities and salesother investments; iv. regularly report to (iii) keep the Trustees of each the Trust and the Investment Adviser fully informed on an ongoing basis of all material facts concerning the investment and reinvestment of the assets of each Fund and the operations of the Sub-Adviser relating thereto, make regular and periodic special written reports of such additional information concerning the same as may reasonably be requested from time to time by the Investment Adviser or the Trustees of the Trust, and attend meetings with respect the Investment Adviser and/or the Trustees, as reasonably requested, to discuss the implementation of these investment programs; andforegoing; v. (iv) if requested by the Investment Adviser, provide assistance to each Trust's custodian regarding advice about the fair value of the securities held and other investments/assets in the Fund; provided, however, that the parties acknowledge that the Trust is responsible for any fair value pricing; and (v) cooperate with and provide reasonable assistance to the Investment Adviser, the Trust’s administrator, the Trust’s custodian and foreign custodians, the Trust’s transfer agent and pricing agents and all other agents and representatives of the Trust and the Investment Adviser, keep all such persons fully informed as to such matters as the Sub-Adviser considers in good faith to be necessary to the performance of their obligations to the Trust and the Investment Adviser, provide prompt responses to reasonable requests made by such persons and maintain any appropriate interfaces with each Fund for which market quotations are not readily availableso as to promote the efficient exchange of information. b. C. In furnishing services hereunder, the Sub-Adviser shall be subject to, and shall perform in accordance with the following: (i) the then effective Prospectus and SAI of the Trust filed with the Securities and Exchange Commission (“SEC”) and delivered to the Sub-Adviser, as the same may be thereafter modified, amended and/or supplemented (“Prospectus and SAI”); (ii) the Investment Company Act of 1940, as amended (“Investment Company Act”), the Advisers Act, the Commodity Exchange Act (“CEA”) and the rules of the National Futures Association (“NFA”), and all other federal and state laws or regulations applicable to the Sub-Adviser’s performance of its obligations herein; and (iii) any order or no-action letter of the SEC, the Commodity Futures Trading Commission (“CFTC”) or NFA governing the operation of the Trust or a Fund. Prior to the commencement of the Sub-Adviser’s services hereunder, the Investment Adviser shall provide the Sub-Adviser with current copies of the Prospectus and SAI, any order or no-action letter of the SEC, CFTC or NFA governing the operation of the Trust or a Fund, and any relevant compliance and other policies and procedures that are adopted by the Board of Trustees and agreed upon with the Sub-Adviser. The Investment Adviser undertakes to provide the Sub-Adviser with copies or other written notice of any amendments, modifications or supplements to any such above-mentioned documents and, except as may be required by the Advisers Act or other applicable law or regulation, Sub-Adviser will not need to comply until a copy has been provided to the Sub-Adviser and agreed upon. D. The Sub-adviserAdviser, at its expense, will furnish furnish: (i) all necessary investment facilities and management personnel, including salaries, expenses and fees of any personnel required for them to faithfully perform their duties under this Agreement; and (ii) administrative facilities, including salaries maintaining records, and all equipment necessary for the efficient conduct of personnel required for it to execute its the Sub-Adviser’s duties faithfullyunder this Agreement. c. E. The Sub-adviser Adviser will select brokers and dealers to effect all Fund transactions subject to the following conditions: conditions set forth herein. Notwithstanding the foregoing, and subject to applicable federal and state laws and regulations, the Investment Adviser may direct the Sub-Adviser to use a particular broker, dealer, prime broker, futures commission merchant or collateral manager. The Sub-adviser Adviser will place all necessary orders with brokers, dealers, or issuers issuers, and will negotiate brokerage commissions, if applicable. The Sub-adviser Adviser is directed at all times to seek to execute brokerage transactions for each Fund in accordance with such policies applicable federal and state laws and regulations. In placing any orders for the purchase or practices as may be established by the Trustees and described sale of investments for each Fund, in the applicable Trust's registration statement, as amended, and consistent with its fiduciary obligation to seek best execution. Subject to policies established from time to time by the Board of Trustees name of the TrustsFund or its nominees, the Sub-adviser may pay a broker-dealer which provides research Adviser shall seek to obtain for the Fund “best execution,” considering all of the circumstances, and brokerage services a higher spread shall maintain records adequate to demonstrate compliance with this requirement. In no instance will Fund securities be purchased from or commission for a particular transaction than otherwise might have been charged by another broker-dealer if sold to the Sub-adviser determines that Adviser, or any affiliated person thereof, except in accordance with the higher spread or commission is reasonable in relation Investment Company Act, the Advisers Act and the rules under each, and all other federal and state laws and regulations applicable to the value of Trust and the brokerage and research services that such broker-dealer provides, viewed in terms of either the particular transaction or the Sub-adviser's overall responsibilities with respect to accounts managed by the Sub-adviser. Fund(s). F. The Sub-adviser may use for the benefit Adviser is not authorized to engage in “soft-dollar” transactions on behalf of the Sub-adviser's other clientsFunds, or make available to companies affiliated with the Sub-adviser or to its directors for the benefit of their clients, any such brokerage and research services except that the Sub-adviser obtains from brokers Adviser may engage in transactions permitted by Section 28(e) of the Securities Exchange Act of 1934, as amended (“Exchange Act”), only with the express written approval of the Investment Adviser or dealersthe Trust’s Board of Trustees. d. G. On occasions when the Sub-adviser Adviser deems the purchase or sale of a security to be in the best interest of a Fund the Fund(s) as well as other clients of the Sub-adviserAdviser, the Sub-adviser, Adviser to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities to be purchased or sold to attempt to obtain a more favorable price or lower brokerage commissions fair and reasonable result and efficient execution, provided that the Sub-Adviser does not favor any account over any other account. In such event, allocation Allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Sub-adviser Adviser in the manner which the Sub-adviser Adviser considers to be the most equitable and consistent with its fiduciary obligations to each Fund and to its other clientsclients over time. The Investment Adviser agrees that the Sub-Adviser and its affiliates may give advice and take action in the performance of their duties with respect to any of their other clients that may differ from advice given, or the timing or nature of actions taken, with respect to the Fund. The Investment Adviser also acknowledges that the Sub-Adviser and its affiliates are fiduciaries to other entities, some of which have the same or similar investment objectives (and will hold the same or similar investments) as the Fund, and that the Sub-Adviser will carry out its duties hereunder together with its duties under such relationships. e. H. The Sub-adviser Adviser will provide the Investment Adviser with copies of the Sub-Adviser’s current policies and procedures adopted in accordance with Rule 206(4)-7 under the Advisers Act. To the extent the Funds are required by the Investment Company Act to adopt any such policy or procedure, the Investment Adviser will submit such policy or procedure to the Trust’s Board of Trustees for adoption by each of the Funds, with such modifications or additions thereto as the Board of Trustees or Investment Adviser may recommend with the concurrence of the Sub-Adviser. The Sub-Adviser shall furnish the services hereunder to the Fund in accordance with this Section 3 and such policies and procedures. I. The Sub-Adviser will maintain all accounts, books and records with respect to each Fund as are required of an investment sub-adviser of a registered investment company or a commodity trading advisor (“CTA”) pursuant to the Investment Company Act of 1940, as amended (the "Investment Company Act") and Investment Advisers Act of 1940, as amended (the "Investment Advisers Act") , the CEA, and the rules thereunder. f. , including any applicable NFA rules, and shall file with the SEC any report on Form 13F or Schedule 13G and any amendments thereto, required by the Exchange Act, with respect to its duties as are set forth herein. The Sub-adviser shall vote proxies relating Adviser will, unless and until otherwise directed by the Investment Adviser or the Board of Trustees, exercise all rights of security holders with respect to securities held by each Fund's investment securities , including, but not limited to: voting proxies in accordance with the applicable Trust's Sub-Adviser’s then-current proxy voting policies and procedures(provided such policies have been approved by the Trust’s Board of Trustees), which provide that converting, tendering, exchanging or redeeming securities; provided, however, the Sub-adviser shall vote all proxies Adviser is not responsible for notifying Investment Adviser of, or filing proofs of claims relating to to, class action settlements or bankruptcies regarding securities or instruments held by a Fund andby, subject to the applicable Trust's policies and proceduresor other matters related to, shall use proxy voting policies and procedures adopted by the Sub-adviser in conformance with Rule 206(4)-6 under the Investment Advisers Act. The Sub-adviser shall review its proxy voting activities on a periodic basis with the Trustees and with the Adviserany Fund.

SERVICES TO BE RENDERED BY THE SUB. ADVISER TO THE TRUSTS AND THE FUNDSTRUST a. Subject A. As investment sub-adviser to the Managed Portion of the Fund, the Sub-Adviser shall manage the investment and reinvestment of the assets of the Managed Portion and determine the composition of the assets of the Managed Portion, subject always to the direction supervision and control oversight of the Adviser and the Trustees of each the Trust. Subject to the supervision and oversight of the Adviser and the Trustees of the Trust, the Sub-adviser shall Adviser will have sole investment discretion over transactions to be effected for the assets of each Fund Managed Portion and will manage the investments and determine the composition of these assets in accordance not serve as investment adviser with the applicable Trust's registration statement, as amended. In fulfilling its obligations respect to manage the investments and reinvestments any portion of the assets Fund which is not the Managed Portion. B. As part of each Fundthe services it will provide hereunder, the Sub-adviser Adviser will: i. (i) obtain and evaluate evaluate, to the extent deemed necessary and advisable by the Sub-Adviser in its discretion, pertinent economic, statistical, financial financial, and other information affecting the economy generally and individual companies or industries the securities of industries, resulting in investments which are included in a Fund's portfolio the Managed Portion or are under consideration for inclusion in a Fund's portfoliothe Managed Portion; (ii. ) formulate and implement a continuous investment program for each Fund that is consistent with the investment objectives and related investment policies for such Fund as described in the applicable Trust's registration statement, as amended, copies of which shall be furnished to the Sub-adviser promptly upon amendmentManaged Portion; (iii. ) take whatever steps are necessary to implement these the investment programs program for the Managed Portion by arranging, subject to Section 3F, for the purchase and sale of securities, futures, derivative instruments and other investments, including managing the placing maintenance of orders margin and/or collateral associated with investments that are accompanied by margin and/or collateral requirements and issuing directives to the administrator of the Fund as necessary for such purchases and salesthe appropriate implementation of the investment program of the Managed Portion; (iv. regularly report to ) keep the Trustees of each the Trust and the Adviser fully informed in writing at such times and in such manner as the Adviser shall reasonably request of all material facts concerning (a) the investment and reinvestment of the assets in the Managed Portion, and (b) the Sub-Adviser and its key investment personnel and operations; (v) make regular and periodic special written reports of such additional information concerning the foregoing as may reasonably be requested from time to time by the Adviser or the Trustees of the Trust and the Sub-Adviser will attend meetings with the Adviser and/or the Trustees, as reasonably requested, to discuss the foregoing; (vi) provide the Adviser reasonable access to the Sub-Adviser's records in connection with the services provided hereunder; provided however, that access to records of the Sub-Adviser containing information about other clients of the Sub-Adviser (which shall be kept separate from Fund records) shall exclude information regarding the identity of other clients of the Sub-Adviser; (vii) in accordance with respect procedures and methods established by the Trustees of the Trust, which may be amended from time to the implementation of these investment programs; and v. time, provide reasonable assistance to each Trust's custodian regarding in obtaining market quotations or determining the fair value of all securities held by and other investments/assets in the Managed Portion, upon the reasonable request of the Adviser, including using reasonable efforts to arrange for the provision of valuation information or a price(s) from a party(ies) independent of the Sub-Adviser for each Fund security or other investment/asset in the Managed Portion for which market quotations prices are not readily available; (viii) provide any and all material composite performance information, records and supporting documentation about accounts the Sub-Adviser manages, if appropriate, which are relevant to the Managed Portion and that have investment objectives, policies, and strategies substantially similar to those employed by the Sub-Adviser in managing the Managed Portion that may be reasonably necessary, under applicable laws, to allow the Fund or its agent to present information concerning the Sub-Adviser's prior performance in the Trust's Prospectus and SAI (as hereinafter defined) and any permissible reports and materials prepared by the Fund or its agent; (ix) cooperate with and provide reasonable assistance to the Adviser, the Trust's administrator, the Trust's custodian and foreign custodians, the Trust's transfer agent and pricing agents and all other agents and representatives of the Trust and the Adviser, provide prompt responses to reasonable requests made by such persons and maintain any appropriate interfaces with each so as to promote the efficient exchange of information. b. C. In furnishing services hereunder, the Sub-Adviser shall be subject to, and shall perform in accordance with the following: (i) the Trust's Declaration of Trust, as the same may be hereafter modified and/or amended from time to time ("Trust Declaration"); (ii) the By-Laws of the Trust, as the same may be hereafter modified and/or amended from time to time ("By-Laws"); (iii) the currently effective Prospectus and Statement of Additional Information of the Trust filed with the Securities and Exchange Commission ("SEC") and delivered to the Sub-Adviser, as the same may be hereafter modified, amended and/or supplemented ("Prospectus and SAI"); (iv) the Investment Company Act and the Advisers Act and the rules under each, and all other federal and state laws or regulations applicable to the Trust and the Fund; (v) the Trust's Compliance Manual and other policies and procedures adopted from time to time by the Adviser or the Board of Trustees of the Trust; and (vi) the written instructions of the Adviser. Prior to the commencement of the Sub-Adviser's services hereunder, the Adviser shall provide the Sub-Adviser with current copies of the Trust Declaration, By-Laws, Prospectus and SAI, Compliance Manual and other relevant policies and procedures that are adopted by the Board of Trustees or the Adviser. D. In furnishing services hereunder, the Sub-Adviser will not consult concerning transactions (in securities or other assets) entered into or proposed to be entered into for the Fund with any other sub-adviser to (i) the Fund, (ii) any other Fund of the Trust or (iii) any other investment company holding itself out to investors as a related company to the Trust for purposes of investment or investor services. (Nothing in this Section D shall be deemed to prohibit the Sub-Adviser from consulting with any of the other sub-advisers concerning compliance with paragraphs (a) and (b) of Rule 12d3-1 under the Investment Company Act. In addition, nothing herein shall be deemed to prohibit the Adviser and the Sub-Adviser from consulting with each other concerning transactions for the Fund in securities or other assets.) E. The Sub-adviserAdviser, at its expense, will furnish furnish: (i) all necessary investment facilities and management personnel, including salaries, expenses and fees of any personnel required for them to faithfully perform their duties under this Agreement; and (ii) administrative facilities, including salaries bookkeeping, and all equipment necessary for the efficient conduct of personnel required for it to execute its the Sub-Adviser's duties faithfullyunder this Agreement. c. F. The Sub-adviser Adviser will select brokers and dealers brokers, dealers, futures commission merchants or counterparties ("broker-dealers") to effect all portfolio transactions for the Managed Portion subject to the following conditions: conditions set forth herein. The Sub-adviser Adviser will place all necessary orders with brokersbroker-dealers (including, dealerssubject to the Investment Company Act, the Advisers Act and the rules under each, and all other federal and state laws or issuers regulations applicable to the Trust and the Fund, any broker-dealer affiliated with the Sub-Adviser), and will negotiate brokerage commissions, if applicable. The Sub-adviser Adviser is directed at all times to seek to execute brokerage transactions for each Fund the Managed Portion (i) in accordance with such policies the Sub-Adviser's written policies, practices or practices as may be established by the Trustees and described in the applicable Trust's registration statement, as amended, and consistent with its fiduciary obligation to seek best execution. Subject to policies established from time to time procedures that have been approved by the Board of Trustees and the Adviser and (ii) as described in the Trust's Prospectus and SAI. In placing any orders for the purchase or sale of investments for the Fund, in the name of the TrustsFund or its nominees, the Sub-adviser may Adviser shall use its best efforts to obtain for the Managed Portion "best execution", considering all of the circumstances, and shall maintain records adequate to demonstrate compliance with this requirement. In no instance will portfolio investments of the Managed Portion be purchased from or sold to the Sub-Adviser, or any affiliated person thereof, except in accordance with the Investment Company Act, the Advisers Act and the rules under each, and all other federal and state laws or regulations applicable to the Trust and the Fund. G. Subject to the appropriate policies and procedures approved by the Board of Trustees, the Sub-Adviser may, to the extent authorized by Section 28(e) of the Securities Exchange Act of 1934, as amended ("Exchange Act"), and subject to the internal policies of the Adviser concerning "soft dollars" in effect from time to time, cause the Fund to pay a broker-dealer which that provides brokerage or research services to the Adviser, the Sub-Adviser and brokerage services a higher spread or the Fund an amount of commission for effecting a particular securities transaction than otherwise might have been charged by in excess of the amount of commission another broker-dealer would have charged for effecting that transaction if the Sub-adviser determines Adviser determines, in good faith, that the higher spread or such amount of commission is reasonable in relation relationship to the value of the such brokerage and or research services that such broker-dealer provides, provided viewed in terms of either the that particular transaction or the Sub-adviserAdviser's overall responsibilities with respect to accounts managed the Managed Portion or its other advisory clients. To the extent authorized by Section 28(e) and the Trust's Board of Trustees, the Sub-adviserAdviser shall not be deemed to have acted unlawfully or to have breached any duty created by this Agreement or otherwise solely by reason of such action. The Sub-adviser Subject to seeking best execution, the Board of Trustees or the Adviser may use for the benefit of direct the Sub-adviser's other clients, or make available Adviser to companies affiliated with effect transactions in portfolio securities through broker-dealers in a manner that will help generate resources to pay the Sub-adviser or to its directors for the benefit cost of their clients, any such brokerage and research services certain expenses that the Sub-adviser obtains from brokers Trust is required to pay or dealersfor which the Trust is required to arrange payment. d. H. On occasions when the Sub-adviser Adviser deems the purchase or sale of a security an investment to be in the best interest of a the Fund as well as other clients of the Sub-adviserAdviser, the Sub-adviser, Adviser to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities investments to be purchased or sold to attempt to obtain a more favorable price or lower brokerage commissions and efficient execution. In such event, allocation Allocation of the securities investments so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Sub-adviser Adviser in the manner which the Sub-adviser Adviser considers to be the most equitable and consistent with its fiduciary obligations to each the Fund and to its other clientsclients over time. The Adviser agrees that the Sub-Adviser and its affiliates may give advice and take action in the performance of their duties with respect to any of their other clients that may differ from advice given, or the timing or nature of actions taken, with respect to the Fund. The Adviser also acknowledges that the Sub-Adviser and its affiliates are fiduciaries to other entities, some of which have the same or similar investment objectives (and will hold the same or similar investments) as the Fund, and that the Sub-Adviser will carry out its duties hereunder together with its duties under such relationships. Nothing in this Agreement shall be deemed to confer upon the Sub-Adviser any obligation to purchase or to sell or to recommend for purchase or sale for the Fund any investment that the Sub-Adviser, its affiliates, officers or employees may purchase or sell for its or their own account or for the account of any client, if in the sole and absolute discretion of the Sub-Adviser it is for any reason impractical or undesirable to take such action or make such recommendation for the Fund. e. I. The Sub-adviser Adviser will maintain all accounts, books and records with respect to each Fund the Managed Portion required by sub-paragraphs (b)(5), (6), (7), (9), (10) and (11) and paragraph (f) of Rule 31a-1 under the Investment Company Act (or any successor provisions thereto) (collectively, "Rule 31a-1 Records") and as are required of an investment sub-adviser of a registered investment company pursuant to the Advisers Act and the rules thereunder (collectively "Advisers Act Records"), shall preserve for the periods described by Rule 31a-2 under the Investment Company Act of 1940all Rule 31a-1 Records, as amended (shall preserve for the "Investment Company Act") and Investment periods described by the Advisers Act and rules thereunder all Advisers Act Records, and shall file with the SEC all forms pursuant to Section 13 of 1940the Exchange Act, with respect to its duties as amended (the "Investment Advisers Act") and the rules thereunderare set forth herein. f. J. The Sub-adviser shall vote proxies relating Adviser will, solely to each Fund's investment securities the extent so directed by the Adviser or the Board of Trustees in accordance writing, exercise all rights of security holders with the applicable Trust's proxy voting policies and procedures, which provide that the Sub-adviser shall vote all proxies relating respect to securities held by the Fund, including, but not limited to: voting proxies, converting, tendering, exchanging or redeeming securities; acting as a Fund and, claimant in class action litigation (including litigation with respect to securities previously held); and exercising rights in the context of a bankruptcy or other reorganization. K. The Sub-Adviser shall be subject to the applicable Trust's policies MFS Funds Board Portfolio Holdings Disclosure Policy ("Portfolio Holdings Policy"), as may be amended from time to time and procedures, shall use proxy voting policies and procedures adopted by provided to the Sub-adviser Adviser, in conformance connection with Rule 206(4)-6 the disclosure of portfolio holdings information for the Fund. In complying with the Portfolio Holdings Policy with respect to any selective disclosure of portfolio holdings of the Fund, the Sub-Adviser agrees to enter into written confidentiality agreements with third parties in compliance with applicable law (including only under circumstances where legitimate business purposes for the Investment Advisers Actselective disclosure exist and where the recipients of the selective disclosure are subject to a duty of confidentiality, including a duty not to trade on non-public information). The Sub-adviser shall review its proxy voting activities on a periodic basis Adviser agrees to provide an annual certification with respect to compliance with the Trustees and with the AdviserPortfolio Holdings Policy.

SERVICES TO BE RENDERED BY THE SUB. ADVISER TO THE TRUSTS AND THE FUNDSTRUST a. Subject A. As investment adviser to each Portfolio, the Sub-Adviser will coordinate the investment and reinvestment of the assets of the Portfolio and determine the composition of the assets of the Portfolio, subject always to the direction supervision and control of the Adviser and the Trustees of each the Trust. B. As part of the services it will provide hereunder, subject always to the supervision and control of the Adviser and the Trustees of the Trust, the Sub-adviser shall have investment discretion over Adviser will: (i) obtain and evaluate, to the assets of each Fund extent deemed necessary and will manage the investments and determine the composition of these assets in accordance with the applicable Trust's registration statement, as amended. In fulfilling its obligations to manage the investments and reinvestments of the assets of each Fund, advisable by the Sub-adviser will: i. obtain and evaluate Adviser in its discretion, pertinent economic, statistical, financial financial, and other information affecting the economy generally and individual companies or industries industries, the securities of which are included in a Fund's portfolio the Portfolio or are under consideration for inclusion in a Fund's portfoliothe Portfolio; (ii. ) formulate and implement a continuous investment program for each Fund that is consistent with the investment objectives and related investment policies for such Fund as described in the applicable Trust's registration statement, as amended, copies of which shall be furnished to the Sub-adviser promptly upon amendmentPortfolio; (iii. ) take whatever steps are necessary to implement these the investment programs program for the Portfolio by arranging for the purchase and sale of securitiessecurities and other investments, including issuing directives to the placing administrator of orders the Trust as necessary for such purchases and salesthe appropriate implementation of the investment program of the Portfolio; (iv. regularly report to ) keep the Trustees of each the Trust and to the Adviser fully informed in writing on an ongoing basis as agreed by the Adviser and the Sub-Adviser of all material facts concerning the investment and reinvestment of the assets in the Portfolio, the Sub-Adviser and its key investment personnel and operations, make regular and periodic special written reports of such additional information concerning the same as may reasonably be requested from time to time by the Adviser or the Trustees of the Trust and the Sub-Adviser will attend meetings with respect the Adviser and/or the Trustees, as reasonably requested, to discuss the implementation foregoing; (v) in accordance with procedures and methods established by the Trustees of these investment programs; and v. the Trust, which may be amended from time to time, provide assistance to each Trust's custodian regarding in determining the fair value of all securities held by and other investments/assets in the Portfolio, as necessary, and use reasonable efforts to arrange for the provision of valuation information or a price(s) from a party(ies) independent of the Sub-Adviser for each Fund security or other investment/asset in the Portfolio for which market quotations prices are not readily available; provided, however, that the Adviser acknowledges that the Sub-Adviser is not the pricing agent for the Trust or any of its Portfolios. b. (vi) provide any and all material composite performance information, records and supporting documentation about accounts the Sub-Adviser manages, if appropriate, which are relevant to the Portfolio and that have investment objectives, policies, and strategies substantially similar to those employed by the Sub-Adviser in managing the Portfolio that may be reasonably necessary, under applicable laws, to allow the Portfolio or its agent to present information concerning Sub-Adviser's prior performance in the Trust's Prospectus and SAI (as hereinafter defined) and any permissible reports and materials prepared by the Portfolio or its agent; and (vii) cooperate with and provide reasonable assistance to the Adviser, the Trust's administrator, the Trust's custodian and foreign custodians, the Trust's transfer agent and pricing agents and all other agents and representatives of the Trust and the Adviser, keep all such persons fully informed as to such matters as they may reasonably deem necessary to the performance of their obligations to the Trust and the Adviser, provide prompt responses to reasonable requests made by such persons and maintain any appropriate interfaces with each so as to promote the efficient exchange of information. C. The Adviser acknowledges that the Sub-Adviser is not providing fund accounting services on behalf of the Trust or any of the Portfolios. D. In furnishing services hereunder, the Sub-Adviser shall be subject to, and shall perform in accordance with the following: (i) the Trust's Agreement and Declaration of Trust, as the same may be hereafter modified and/or amended from time to time ("Trust Declaration"); (ii) the By-Laws of the Trust, as the same may be hereafter modified and/or amended from time to time ("By-Laws"); (iii) the currently effective Prospectus and Statement of Additional Information of the Trust relating to the Portfolio(s) filed with the Securities and Exchange Commission ("SEC") and delivered to the Sub-Adviser, as the same may be hereafter modified, amended and/or supplemented ("Prospectus and SAI"); (iv) the Investment Company Act and the Advisers Act and the rules under each, and all other federal and state laws or regulations applicable to the Trust and the Portfolio(s); (v) the Trust's Compliance Manual and other policies and procedures adopted from time to time by the Board of Trustees of the Trust; and (vi) the written instructions of the Adviser. Prior to the commencement of the Sub-Adviser's services hereunder, the Adviser shall provide the Sub-Adviser with current copies of the Trust Declaration, By-Laws, Prospectus and SAI, Compliance Manual and other relevant policies and procedures that are adopted by the Board of Trustees. The Adviser undertakes to provide the Sub-Adviser with copies or other written notice of any amendments, modifications or supplements to any such above-mentioned document. E. In furnishing services hereunder, the Sub-Adviser will not consult with any other adviser to (i) the Portfolio, (ii) any other Portfolio of the Trust or (iii) any other investment company under common control with the Trust concerning transactions of the Portfolio in securities or other assets. (This shall not be deemed to prohibit the Sub-Adviser from consulting with any of its affiliated persons concerning transactions in securities or other assets. This shall also not be deemed to prohibit the Sub-Adviser from consulting with any of the other covered advisers concerning compliance with paragraphs a and b of Rule 12d3-1 under the Investment Company Act.) F. The Sub-adviserAdviser, at its expense, will furnish furnish: (i) all necessary investment facilities (including office space, furnishings, and management equipment) and personnel, including salaries, expenses and fees of any personnel required for them to faithfully perform their duties under this Agreement; and (ii) administrative facilities, including salaries bookkeeping, and all equipment necessary for the efficient conduct of personnel required for it to execute its the Sub-Adviser's duties faithfullyunder this Agreement. c. G. The Sub-adviser Adviser will select brokers and dealers to effect all portfolio transactions subject to the following conditions: conditions set forth herein. The Sub-adviser Adviser will place all necessary orders with brokers, dealers, or issuers issuers, and will negotiate brokerage commissions, if applicable. The Sub-adviser Adviser is directed at all times to seek to execute brokerage transactions for each Fund Portfolio (i) in accordance with such policies any written policies, practices or practices as procedures that may be established by the Board of Trustees and described in or the applicable Trust's registration statement, as amended, and consistent with its fiduciary obligation to seek best execution. Subject to policies established Adviser from time to time and which have been provided to the Sub-Adviser or (ii) as described in the Trust's Prospectus and SAI. In placing any orders for the purchase or sale of investments for each Portfolio, in the name of the Portfolio or its nominees, the Sub-Adviser shall use its best efforts to obtain for the Portfolio "best execution," considering all of the circumstances, and shall maintain records adequate to demonstrate compliance with this requirement. In no instance will portfolio securities be purchased from or sold to the Sub-Adviser, or any affiliated person thereof, except in accordance with the Investment Company Act, the Advisers Act and the rules under each, and all other federal and state laws or regulations applicable to the Trust and the Portfolio. Subject to applicable law, the Sub-Adviser may effect the purchase and sale of securities (which are otherwise publicly traded) in private transactions on such terms and conditions as are customary in such transactions, may use a broker to effect such transactions, and may enter into a contract in which the broker acts either as principal or as agent. H. Subject to the appropriate policies and procedures approved by the Board of Trustees of the TrustsTrustees, the Sub-adviser may Adviser may, to the extent authorized by Section 28(e) of the Securities Exchange Act of 1934, as amended ("Exchange Act") cause each Portfolio to pay a brokerbroker or dealer that provides brokerage or research services to the Adviser, the Sub-dealer which provides research Adviser and brokerage services a higher spread or the Portfolio an amount of commission for effecting a particular portfolio transaction than otherwise might in excess of the amount of commission another broker or dealer would have been charged by another broker-dealer for effecting that transaction if the Sub-adviser determines Adviser determines, in good faith, that the higher spread or such amount of commission is reasonable in relation relationship to the value of the such brokerage and or research services that such broker-dealer provides, provided viewed in terms of either the that particular transaction or the Sub-adviserAdviser's overall responsibilities with respect to accounts managed the Portfolio or its other advisory clients. To the extent authorized by Section 28(e) and the Trust's Board of Trustees, the Sub-adviserAdviser shall not be deemed to have acted unlawfully or to have breached any duty created by this Agreement or otherwise solely by reason of such action. The Sub-adviser Subject to seeking best execution, the Board of Trustees or the Adviser may use for the benefit of direct the Sub-adviser's other clients, or make available Adviser to companies affiliated with effect transactions in portfolio securities through broker-dealers in a manner that will help generate resources to pay the Sub-adviser or to its directors for the benefit cost of their clients, any such brokerage and research services certain expenses that the Sub-adviser obtains from brokers Trust is required to pay or dealersfor which the Trust is required to arrange payment. d. I. On occasions when the Sub-adviser Adviser deems the purchase or sale of a security to be in the best interest of a Fund the Portfolio(s) as well as other clients of the Sub-adviserAdviser, the Sub-adviser, Adviser to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities to be purchased or sold to attempt to obtain a more favorable price or lower brokerage commissions and efficient execution. In such event, allocation Allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Sub-adviser Adviser in the manner which the Sub-adviser Adviser considers to be the most equitable and consistent with its fiduciary obligations to each Fund Portfolio and to its other clientsclients over time. The Adviser agrees that the Sub-Adviser and its affiliates may give advice and take action in the performance of their duties with respect to any of their other clients that may differ from advice given, or the timing or nature of actions taken, with respect to the Portfolio. The Adviser also acknowledges that the Sub-Adviser and its affiliates are fiduciaries to other entities, some of which have the same or similar investment objectives (and will hold the same or similar investments) as the Portfolio, and that the Sub-Adviser will carry out its duties hereunder together with its duties under such relationships. Nothing in this Agreement shall be deemed to confer upon the Sub-Adviser any obligation to purchase or to sell or to recommend for purchase or sale for the Portfolio any investment that the Sub-Adviser, its affiliates, officers or employees may purchase or sell for its or their own account or for the account of any client, if in the sole and absolute discretion of the Sub-Adviser it is for any reason impractical or undesirable to take such action or make such recommendation for the Portfolio. e. J. The Sub-adviser Adviser will maintain all accounts, books and records with respect to each Fund Portfolio's portfolio transactions as are required of an investment sub-adviser of a registered investment company pursuant to the Investment Company Act of 1940, as amended (the "Investment Company Act") and Investment Advisers Act of 1940, as amended (the "Investment Advisers Act") and the rules thereunderthereunder and shall file with the SEC all forms pursuant to Section 13 of the Exchange Act, with respect to its duties as are set forth herein. f. K. The Sub-adviser shall vote proxies relating to each Fund's investment securities in accordance Adviser will, unless and until otherwise directed by the Adviser or the Board of Trustees, exercise all rights of security holders with the applicable Trust's proxy voting policies and procedures, which provide that the Sub-adviser shall vote all proxies relating respect to securities held by each Portfolio, including, but not limited to: voting proxies, converting, tendering, exchanging or redeeming securities; acting as a Fund andclaimant in class action litigation (including litigation with respect to securities previously held); and exercising rights in the context of a bankruptcy or other reorganization. L. The Sub-Adviser makes no representations or warranty, subject to express or implied, that any level of performance or investment results will be achieved by the applicable Trust's policies and proceduresTrust or any or all of the Portfolios or that the Trust or any or all of the Portfolios will perform comparably with any standard, shall use proxy voting policies and procedures adopted by including, but not limited to, any other client of the Sub-adviser in conformance with Rule 206(4)-6 under the Investment Advisers Act. The Sub-adviser shall review its proxy voting activities on a periodic basis with the Trustees and with the AdviserAdviser or any index or benchmark.

SERVICES TO BE RENDERED BY THE SUB. ADVISER TO THE TRUSTS AND THE FUNDS a. Subject always FUND. As an investment adviser to the direction and control of the Trustees of each Trust, the Sub-adviser shall have investment discretion over the assets of each Fund and will manage the investments and determine the composition of these assets in accordance with the applicable Trust's registration statement, as amended. In fulfilling its obligations to manage the investments and reinvestments of the assets of each Fund, the Sub-adviser Adviser shall, subject to the supervision and oversight of the Board and the Investment Manager, manage the investment and reinvestment of the Allocated Portion. As part of the services it will provide hereunder, the Sub-Adviser will: i. obtain a. advise the Investment Manager and evaluate pertinent economicthe Fund in connection with investment policy decisions to be made by it regarding the Fund and, statisticalupon request, financial furnish the Investment Manager and other information affecting the economy generally Fund with research, economic and individual companies or industries statistical data in connection with the securities of which are included in a Fund's portfolio or are under consideration for inclusion in a Fund's portfolio’s investments and investment policies; ii. b. formulate and implement a continuous investment program for each Fund that is consistent with the investment objectives and related investment policies for such Fund Allocated Portion as described set forth in the applicable Trust's registration statement, as amended, copies Fund’s Prospectus and Statement of which shall be furnished to the Sub-adviser promptly upon amendmentAdditional Information; iii. c. take whatever steps are necessary to implement these the investment programs program for the Allocated Portion by arranging for the purchase and sale of securitiessecurities and other investments, including issuing directives to the placing administrator of orders the Fund as necessary for such purchases and salesthe appropriate implementation of the investment program of the Allocated Portion; iv. regularly report to d. keep the Trustees of each Trust the Fund and to the Adviser with respect to Investment Manager fully informed in writing on an ongoing basis as agreed by the implementation of these investment programs; and v. provide assistance to each Trust's custodian regarding Investment Manager and the fair value of securities held by each Fund for which market quotations are not readily available. b. The Sub-adviser, at its expense, will furnish Adviser as to (i) all necessary material facts concerning the investment and management facilities, including salaries reinvestment of personnel required for it to execute its duties faithfully. c. The the Allocated Portion and (ii) the Sub-adviser will select brokers Adviser and dealers to effect all transactions subject to its key investment personnel and operations; make regular and periodic special written reports of such additional information concerning the following conditions: The Sub-adviser will place all necessary orders with brokers, dealers, or issuers and will negotiate brokerage commissions, if applicable. The Sub-adviser is directed at all times to seek to execute brokerage transactions for each Fund in accordance with such policies or practices same as may reasonably be established by the Trustees and described in the applicable Trust's registration statement, as amended, and consistent with its fiduciary obligation to seek best execution. Subject to policies established requested from time to time by the Board of Investment Manager or the Trustees of the TrustsFund; and attend meetings with the Investment Manager and/or the Trustees, as reasonably requested, to discuss the foregoing; e. subject to the Board’s ultimate authority and responsibility to determine the valuation of the Fund’s assets and in accordance with procedures and methods established by the Trustees of the Fund, which may be amended from time to time, provide the Sub-adviser may pay a broker-dealer which provides research Adviser’s determination of the fair value of all securities and brokerage services a higher spread or commission for a particular transaction than otherwise might have been charged by another broker-dealer if other investments/assets within the Allocated Portion in accordance with the Sub-adviser determines that the higher spread or commission is reasonable in relation Adviser’s pricing and valuation procedures and provide all necessary assistance and information to the value of Investment Manager and the brokerage Board to allow the Investment Manager and research services that such broker-dealer provides, viewed in terms of either the particular transaction or Board to oversee and review (i) the Sub-adviser's overall responsibilities with respect to accounts managed valuation methodologies used by the Sub-adviser. The Adviser and its valuation agents and (ii) the historical accuracy of the valuations determined by the Sub-adviser may Adviser. For the avoidance of doubt, the Board and the Fund shall be fully responsible for determining the final valuation of the Fund’s assets and the Sub-Adviser shall not bear any responsibility for determining or approving the final valuation of any assets of the Fund; f. to the extent reasonably requested by the Fund or the Investment Manager, use for its best efforts to assist the benefit Chief Compliance Officer of the Fund in respect of Rule 38a-1 under the 1940 Act including, without limitation, providing the Chief Compliance Officer of the Fund or the Investment Manager with, upon request, (i) current copies of the compliance policies and procedures of the Sub-adviser's other clientsAdviser in effect from time to time (including prompt notice of any material changes thereto), or make available to companies affiliated with (ii) reports of any violations of the Sub-adviser Adviser’s compliance policies and procedures that occurred in connection with the provision of services to the Fund, (iii) a copy of the Sub-Adviser’s annual compliance report as required by Rule 206(4)-7 of the Advisers Act, (iv) copies of any correspondence between the Sub-Adviser and a regulatory agency in connection with regulatory examinations or proceedings, and (v) a certificate of the Chief Compliance Officer of the Sub-Adviser to the effect that the policies and procedures of the Sub-Adviser are reasonably designed to prevent violation of the Federal Securities Laws (as such term is defined in Rule 38a-1) with respect to the services the Sub-Adviser provides to the Fund; g. comply with all procedures and policies adopted by the Board in compliance with applicable law, including without limitation, Rules 10f-3, 12d3-1, 17a-7, 17e-1, 17j-1, and 23c-3 under the 1940 Act (together, “Fund Procedures”), provided to the Sub-Adviser by the Investment Manager or the Fund and notify the Investment Manager as soon as reasonably practicable upon (i) detection of any breach of such Fund Procedures or (ii) determination that a Fund Procedure conflicts with a procedure adopted by the Sub-Adviser; h. maintain a written code of ethics (the “Code of Ethics”) that it reasonably believes complies with the requirements of Rule 17j-1 under the 1940 Act, a copy of which will be provided to the Investment Manager and the Fund, including any amendments thereto, and institute and enforce procedures reasonably necessary to prevent “access persons,” as such term is defined in as such term is defined in Rule 17j-1, from violating its directors Code of Ethics; i. promptly complete and return to the Fund’s Chief Compliance Officer, Investment Manager or the Fund any compliance questionnaires or other inquiries submitted to the Sub-Adviser in writing; j. furnish to the Trustees such information as may reasonably be requested in order for the benefit Board to evaluate this Agreement or any proposed amendments thereto for the purposes of approving this Agreement, the renewal thereof or any amendment hereto; k. maintain all accounts, books and records with respect to the Allocated Portion as are required of an investment adviser of a registered investment company pursuant to the 1940 Act and Advisers Act and the rules thereunder and the Fund Procedures; l. cooperate with and provide reasonable assistance to the Investment Manager, the Fund’s administrator, the Custodian and foreign custodians, the Fund’s transfer agent and pricing agents and all other agents and representatives of the Fund and the Investment Manager; keep all such persons fully informed as to such matters as they may reasonably deem necessary to the performance of their clientsobligations to the Fund and the Investment Manager; provide prompt responses to reasonable requests made by such persons; and maintain any appropriate interfaces with each such person so as to promote the efficient exchange of information; and m. will review the Fund’s Prospectus, Statement of Additional Information, periodic reports to shareholders, reports and schedules filed with the SEC (including any amendment, supplement or sticker to any of the foregoing (together, the “SEC Filings”)) and the Sub-Adviser Disclosure (as defined below) in advertising and sales material relating to the Fund (the “Marketing Documents” and, collectively with the SEC Filings, the “Disclosure Documents”) in order to ensure that, solely with respect to the disclosure about the Sub-Adviser, the manner in which the Sub-Adviser manages the Allocated Portion and information relating directly or indirectly to the Sub-Adviser (the “Sub-Adviser Disclosure”), such brokerage Disclosure Documents, solely with respect to the Sub-Adviser Disclosure, contain no untrue statements of material fact and research services do not omit any statement of material fact required to be stated therein or necessary to make, in light of the circumstances under which they are made, the statements therein not misleading. The Fund and the Investment Manager shall provide copies of all SEC Filings to the Sub-Adviser at least a reasonable period of time in advance of use. The Fund and the Investment Manager shall provide all Marketing Documents to the Sub-Adviser at least a reasonable period in advance of use for the Sub- Adviser’s review at least once per calendar quarter or more frequently if such Marketing Document contains any changes to the Sub-Adviser Disclosure from a version that the Sub-adviser obtains from brokers or dealers. d. Adviser had previously reviewed and approved. The Fund and the Investment Manager agree to amend the Sub-Adviser Disclosure at other times upon the reasonable request of the Sub-Adviser. On occasions when the Sub-adviser Adviser deems the purchase or sale of a security to be in the best interest of a the Fund as well as other clients of the Sub-adviser, the Sub-adviser, to the extent Adviser and when permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities to be purchased or sold to attempt to obtain a more favorable price or lower brokerage commissions and efficient execution. In such eventlaw, allocation of the securities so purchased or soldpurchased, as well as the expenses incurred in the transaction, will be made by the Sub-adviser Adviser in the a manner which the Sub-adviser Adviser considers to be the most equitable fair and equitable, consistent with its fiduciary obligations to each the Fund and to its other clients. e. clients over time and consistent with applicable law. The Sub-adviser will maintain all accounts, books and records with respect to each Fund as are required of an investment sub-adviser of a registered investment company pursuant to the Investment Company Act of 1940, as amended (the "Investment Company Act") and Investment Advisers Act of 1940, as amended (the "Investment Advisers Act") and the rules thereunder. f. The Sub-adviser shall vote proxies relating to each Fund's investment securities in accordance with the applicable Trust's proxy voting policies and procedures, which provide Manager agrees that the Sub-adviser Adviser and its affiliates may give advice and take action in the performance of their duties with respect to any of their other clients that may differ from advice given, or the timing or nature of actions taken, with respect to the Fund. The Investment Manager also acknowledges that the Sub-Adviser and its affiliates are fiduciaries to other entities, some of which have the same or similar investment objectives (and will hold the same or similar investments) as the Fund, and that the Sub-Adviser will carry out its duties hereunder together with its duties under such relationships. Nothing in this Agreement shall be deemed to confer upon the Sub-Adviser any obligation to purchase or to recommend for purchase for the Fund any investment that the Sub-Adviser, its affiliates, officers or employees may purchase or sell for its or their own account or for the account of any client, if in the sole and absolute discretion of the Sub-Adviser it is for any reason impractical or undesirable to take such action or make such recommendation for the Fund. In furnishing services hereunder, the Sub-Adviser shall be subject to, and shall perform in accordance with, the following: (a) the Fund’s Agreement and Declaration of Trust, By-Laws and/or other governing instruments, as the same may be hereafter modified and/or amended from time to time (“Governing Documents”); (b) the Fund’s Prospectus and Statement of Additional Information, as currently in effect and as amended or supplemented from time to time and provided to the Sub-Adviser; (c) the 1940 Act and the Advisers Act and the rules under each, and all other federal and state laws or regulations and/or self-regulatory organization regulations applicable to the Fund, including, but not limited to, the Commodity Exchange Act, the rules of the National Futures Association, and those requirements applicable to regulated investment companies under Subchapter M of the Internal Revenue Code of 1986, as amended; (d) the Fund’s compliance manual and other policies and procedures adopted from time to time by the Board and provided to the Sub-Adviser; and (e) written copies of other investment policies, guidelines and restrictions applicable to the Sub-Adviser’s management of the Allocated Portion provided to the Sub-Adviser by the Investment Manager or the Fund from time to time, which shall become effective at such time as agreed upon by both parties. Subject to the foregoing, the Sub-Adviser shall have full discretionary authority to manage the investment of the assets of the Allocated Portion. Without limiting the foregoing powers, the Sub-Adviser shall have all specific rights and power to do the following on behalf of the Allocated Portion: a. acquire, hold, manage, vote, own and dispose of loans, equity securities and any other assets held by the Allocated Portion; b. review, select, analyze, structure, negotiate and close investment transactions and their related agreements, instruments and other documents, and in connection with such investment transactions, enter into, execute, assist in the preparation of, deliver and consummate all agreements, instruments and other documents, including credit agreements, collateral agreements, security agreements, and other similar agreements; c. provide service on committees of, and in other capacities with, issuers of and obligors on investments and other assets of the Allocated Portion (including on creditors’ committees), vote all proxies with respect to investments and other assets of the Allocated Portion whether in person, by proxy, consent or otherwise, sell short investments and cover such sales; d. monitor, supervise and direct the investments of the Allocated Portion and dispose of them in such manner and at such times as the Sub-Adviser determines; e. initiate, participate in and settle judicial, arbitration, administrative or similar proceedings to protect the assets of the Allocated Portion, enforce the Fund’s rights or otherwise defend the interests of the Fund with respect to the Allocated Portion; f. cooperate with persons or entities engaged by the Fund to render services to the Fund, including without limitation, attorneys, accountants, custodians, investment brokers or finders, investment bankers, appraisers, loan servicers, and business advisors; g. employ techniques to hedge portfolio risk (but not for speculative purposes) including, without limitation, through the use of options, forward and futures contracts and other instruments (relating to securities held securities, currencies or other assets); h. take whatever steps are required by a governmental authorities having jurisdiction over the Fund or its assets; and i. take such other actions as may be necessary or advisable in connection with the foregoing. Without limiting the foregoing powers, the Sub-Adviser, by delegation from the Investment Manager, shall also have specific rights and power to do the following on behalf of the Fund, subject to the applicable Trust's approval of the Board to the extent required by the 1940 Act and/or the Fund’s policies and procedures: j. obtain financing, shall use proxy voting policies borrow money, incur indebtedness, issue guarantees, mortgage, pledge, loan, impose liens upon and procedures adopted by grant security interests in all or any part of the Sub-adviser Fund’s assets; execute promissory notes, loan, pledge or security agreements, or other agreements, documents and instruments in conformance with Rule 206(4)-6 under the Investment Advisers Act. The Sub-adviser shall review its proxy voting activities on a periodic basis with the Trustees and with the Adviserconnection therewith.

SERVICES TO BE RENDERED BY THE SUB. ADVISER TO THE TRUSTS AND THE FUNDSTRUST a. Subject always to the direction and control of the Trustees of each Trust, the SubA. As sub-adviser shall have investment discretion over the assets of each Fund and will manage the investments and determine the composition of these assets in accordance with the applicable Trust's registration statement, as amended. In fulfilling its obligations to manage the investments and reinvestments of the assets of each Fund, the Sub-adviser will: i. obtain Adviser will coordinate the investment and evaluate pertinent economicreinvestment of the assets of the Fund Account and determine the composition of the assets of the Fund Account, statistical, financial and other information affecting the economy generally and individual companies or industries the securities of which are included in a Fund's portfolio or are under consideration for inclusion in a Fund's portfolio; ii. formulate and implement a continuous investment program for each Fund that is consistent accordance with the investment objectives terms of this Agreement, the Fund’s Prospectus and related investment policies for such Fund as described in the applicable Trust's registration statementStatement of Additional Information, as amendedcurrently in effect and as amended or supplemented from time to time, and subject to the direction, supervision and control of the Investment Adviser and the Trustees of the Trust. Prior to the commencement of the Sub-Adviser’s services hereunder, the Investment Adviser shall provide the Sub-Adviser with current copies of which shall be furnished the Fund’s Prospectus and Statement of Additional Information. The Investment Adviser undertakes to provide the Sub-Adviser with copies or other written notice of any amendments, modifications or supplements to the Fund’s Prospectus and Statement of Additional Information and the Sub-Adviser will not need to comply until a copy has been provided to the Sub-adviser promptly upon amendment;Adviser. iii. take whatever steps are necessary B. The Sub-Adviser is authorized to implement these investment programs by place orders for the purchase and sale of securitiessecurities for the Fund Account with or through such brokers, including dealers or banks as the placing of orders for such purchases and sales; iv. regularly report to the Trustees of each Trust and to the Adviser with respect to the implementation of these investment programs; and v. provide assistance to each Trust's custodian regarding the fair value of securities held by each Fund for which market quotations are not readily available. b. The Sub-adviserAdviser may select and, at its expense, will furnish all necessary investment and management facilities, including salaries of personnel required for it to execute its duties faithfully. c. The Sub-adviser will select brokers and dealers to effect all transactions subject to Section 28(e) of the following conditions: The Sub-adviser will place all necessary orders with brokersSecurities Exchange Act of 1934, dealersas amended (the “Exchange Act”), and other applicable law and Fund procedures, may pay commissions on transactions in excess of the amount of commissions another broker or issuers and will negotiate brokerage commissions, if applicabledealer would have charged. The Sub-adviser is directed at all times to seek to execute brokerage transactions for each Fund in accordance with such policies or practices as may be established by the Trustees and described in the applicable Trust's registration statement, as amended, and consistent with its fiduciary obligation to Adviser will seek best execution. Subject to policies established from time to time by execution under the Board of Trustees circumstances of the Trustsparticular transaction taking into consideration the full range and quality of a broker’s services in placing brokerage including, among other things, the value of research provided as well as execution capability, commission rate, financial responsibility and responsiveness to the Sub-adviser may pay a broker-dealer which provides research and brokerage services a higher spread or commission for a particular transaction than otherwise might have been charged by another broker-dealer if the Adviser. The Sub-adviser determines that Adviser may aggregate sales and purchase orders of securities or derivatives held in the higher spread or commission is reasonable in relation to the value of the brokerage and research services that such broker-dealer provides, viewed in terms of either the particular transaction or the Sub-adviser's overall responsibilities Fund Account with respect to accounts similar orders being made simultaneously for other portfolios managed by the Sub-adviserAdviser if, in the Sub-Adviser’s reasonable judgment, such aggregation shall result in an overall economic benefit to the Fund. C. The Investment Adviser understands and agrees that the Sub-Adviser performs investment management services for various clients and may take action with respect to any of its other clients which may differ from action taken or from the timing or nature of action taken by the Sub-Adviser for the Fund Account. The Sub-adviser Adviser’s authority hereunder shall not be impaired because of the fact that it may use effect transactions with respect to securities for its own account or for the benefit accounts of others which it manages which are identical or similar to securities to which it may effect transactions for the Fund Account at the same or similar times. D. The Sub-Adviser will provide the Investment Adviser with copies of the Sub-adviser's other clients, or make available to companies affiliated Adviser’s current policies and procedures adopted in accordance with Rule 206(4)-7 under the Sub-adviser or to its directors for the benefit of their clients, any such brokerage and research services that the Sub-adviser obtains from brokers or dealers. d. On occasions when the Sub-adviser deems the purchase or sale of a security to be in the best interest of a Fund as well as other clients of the Sub-adviser, the Sub-adviser, to Advisers Act. To the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities to be purchased or sold to attempt to obtain a more favorable price or lower brokerage commissions and efficient execution. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Sub-adviser in the manner the Sub-adviser considers to be the most equitable and consistent with its fiduciary obligations to each Fund and to its other clients. e. The Sub-adviser will maintain all accounts, books and records with respect to each Fund as Fund(s) are required of an investment sub-adviser of a registered investment company pursuant to by the Investment Company Act of 1940, as amended (the "“1940 Act”), to adopt any such policy or procedure, the Investment Company Act") Adviser will submit such policy or procedure to the Trust’s Board of Trustees for adoption by each of the Funds, with such modifications or additions thereto as the Board of Trustees or the Investment Adviser may recommend with the concurrence of the Sub-Adviser. E. The Sub-Adviser will maintain and Investment preserve all accounts, books and records with respect to the Fund Account as are required of an investment adviser of a registered investment company pursuant to the 1940 Act and the Advisers Act of 1940, as amended (the "Investment Advisers Act") and the rules thereunderthereunder and shall file with the U.S. Securities and Exchange Commission (“SEC”) all forms pursuant to Sections 13F and 13G of the Exchange Act, with respect to its duties as are set forth herein. The records relating to the services provided under this Agreement shall be the property of the Fund. f. F. The Sub-adviser shall vote Adviser will, unless and until otherwise directed by the Investment Adviser, exercise all rights of security holders with respect to securities held by each Fund Account, including, but not limited to, voting proxies relating to each Fund's investment securities in accordance with the applicable Trust's Sub-Adviser’s then-current proxy voting policies policies. G. The Sub-Adviser will make available and procedures, which provide that information concerning the Sub-adviser shall vote all proxies relating to securities held Adviser required by a Fund andin the preparation of its registration statements, subject to reports and other documents required by federal and state securities laws, and such other information as the applicable Trust's policies Fund or the Investment Adviser may reasonably request for use in the preparation of such documents or of other materials necessary or helpful for the distribution of the Fund’s shares. H. In the performance of its duties and proceduresobligations under this Agreement, shall use proxy voting policies and procedures adopted by the Sub-adviser Adviser shall act in conformance conformity with Rule 206(4)-6 under each Fund’s Prospectus and Statement of Additional Information and with the instructions and directions of the Investment Advisers Adviser and of the Board of Trustees and will comply in all materials respects with the applicable requirements of the 1940 Act, the Internal Revenue Code of 1986, as amended, and all other applicable federal and state laws and regulations, as each is amended from time to time. I. The Sub-Adviser at its expense will make available to the Trustees and the Investment Adviser at reasonable times its portfolio managers and other appropriate personnel, either in person or by telephone, at the mutual convenience of the Investment Adviser and the Sub-Adviser, in order to review the investment policies, performance and other investment related information regarding a Fund and to consult with the Trustees of the Funds and Investment Adviser regarding each Fund’s investment affairs, including economic, statistical and investment matters related to the Sub-Adviser’s duties hereunder. The Sub-adviser Adviser and its personnel shall also cooperate fully with counsel and auditors for, and the Chief Compliance Officers of, the Investment Adviser and the Trust. J. The Sub-Adviser will review its proxy voting activities draft reports to shareholders and other documents provided or available to it and provide comments on a periodic timely basis. The Investment Adviser or the Fund will provide such documents to the Sub-Adviser in a reasonable timeframe prior to the due date. In addition, the Sub-Adviser and each officer and portfolio manager thereof designated by the Investment Adviser will provide on a timely basis with such certifications or sub-certifications as the Trustees Investment Adviser or the Fund may reasonably request in order to support and with facilitate certifications required to be provided by the AdviserTrust’s Principal Executive Officer and Principal Accounting Officer in order to satisfy the Trust’s legal and regulatory requirements.

SERVICES TO BE RENDERED BY THE SUB. ADVISER TO THE TRUSTS AND THE FUNDSTRUST a. Subject always A. As sub-adviser to the direction and control of the Trustees of each TrustFund, the Sub-adviser shall have Adviser will coordinate the investment discretion over and reinvestment of the assets of each the Fund and will manage the investments and determine the composition of these the assets of the Fund, in accordance with the applicable Trust's registration statementterms of this Agreement, as amended. In fulfilling its obligations the Fund’s Prospectus and Statement of Additional Information and subject to manage the investments direction, supervision and reinvestments control of the assets Investment Adviser and the Trustees of each the Trust. The Sub-Adviser shall initially determine and make such modifications to the identity and number of shares of the securities to be accepted pursuant to the Fund, ’s benchmark index in exchange for “Creation Units” for the Fund and the securities that will be applicable that day to redemption requests received for the Fund as may be necessary as a result of rebalancing adjustments and corporate action events (and may give directions to the Trust’s custodian with respect to such designations). Prior to the commencement of the Sub-adviser will:Adviser’s services hereunder, the Investment Adviser shall provide Sub-Adviser with current copies of the Fund’s Prospectus and SAI. Investment Adviser undertakes to provide Sub-Adviser with copies or other written notice of any amendments, modifications or supplements to the Fund’s Prospectus and SAI and Sub-Adviser will not need to comply until a copy has been provided to Sub-Adviser and agreed upon. i. obtain B. Sub-Adviser may place orders for the execution of transactions with or through such brokers, dealers or banks as Sub-Adviser may select and, subject to Section 28(e) of the Securities Exchange Act of 1934 (the “Exchange Act”) and evaluate pertinent economicother applicable law, statisticalmay pay commissions on transactions in excess of the amount of commissions another broker or dealer would have charged. Sub-Adviser will seek best execution under the circumstances of the particular transaction taking into consideration the full range and quality of a broker’s services in placing brokerage including, among other things, the value of research provided as well as execution capability, commission rate, financial responsibility and responsiveness to the Sub-Adviser. In no event shall Sub-Adviser be under any duty to obtain the lowest commission or best net price for the Fund on any particular transaction. Sub-Adviser is not under any duty to execute transactions for the Fund before or after transactions for other information affecting like accounts managed by Sub-Adviser. Sub-Adviser may aggregate sales and purchase orders of securities or derivatives held in the economy generally and individual companies or industries Fund with similar orders being made simultaneously for other portfolios managed by Sub-Adviser if, in Sub-Adviser’s reasonable judgment, such aggregation shall result in an overall economic benefit to the securities of which are included in a Fund's portfolio or are under consideration for inclusion in a Fund's portfolio;. ii. formulate and implement a continuous investment program for each Fund that is C. To the extent consistent with the investment objectives strategy for the Fund, Sub-Adviser is hereby authorized to purchase, hold and related investment policies for such Fund as described in sell stock, which is the applicable Trust's registration statement, as amended, copies stock of which shall be furnished to an affiliate of the Sub-adviser promptly upon amendment;Adviser. iii. D. Investment Adviser understands and agrees that Sub-Adviser performs investment management services for various clients and may take whatever steps are necessary to implement these investment programs by the purchase and sale of securities, including the placing of orders for such purchases and sales; iv. regularly report to the Trustees of each Trust and to the Adviser action with respect to any of its other clients which may differ from action taken or from the implementation timing or nature of these investment programs; and v. provide assistance action taken by Sub-Adviser for the Fund. Sub-Adviser’s authority hereunder shall not be impaired because of the fact that it may effect transactions with respect to each Trust's custodian regarding securities for its own account or for the fair value accounts of others which it manages which are identical or similar to securities held by each to which it may effect transactions for the Fund for which market quotations are not readily availableat the same or similar times. b. The E. Sub-adviser, at its expense, Adviser will furnish all necessary investment and management facilities, including salaries provide Investment Adviser with copies of personnel required for it to execute its duties faithfully. c. The Sub-adviser will select brokers Adviser’s current policies and dealers to effect all transactions subject to the following conditions: The Sub-adviser will place all necessary orders with brokers, dealers, or issuers and will negotiate brokerage commissions, if applicable. The Sub-adviser is directed at all times to seek to execute brokerage transactions for each Fund procedures adopted in accordance with such policies or practices as may be established Rule 206(4)-7 under the Adviser Act. To the extent the Fund(s) are required by the Investment Company Act to adopt any such policy or procedure, Investment Adviser will submit such policy or procedure to the Trust’s Board of Trustees and described in for adoption by each of the applicable Trust's registration statementFunds, with such modifications or additions thereto as amended, and consistent with its fiduciary obligation to seek best execution. Subject to policies established from time to time by the Board of Trustees or Investment Adviser may recommend with the concurrence of the Trusts, the Sub-adviser may pay a broker-dealer which provides research and brokerage services a higher spread or commission for a particular transaction than otherwise might have been charged by another broker-dealer if the Adviser. F. Sub-adviser determines that the higher spread or commission is reasonable in relation to the value of the brokerage and research services that such broker-dealer provides, viewed in terms of either the particular transaction or the Sub-adviser's overall responsibilities with respect to accounts managed by the Sub-adviser. The Sub-adviser may use for the benefit of the Sub-adviser's other clients, or make available to companies affiliated with the Sub-adviser or to its directors for the benefit of their clients, any such brokerage and research services that the Sub-adviser obtains from brokers or dealers. d. On occasions when the Sub-adviser deems the purchase or sale of a security to be in the best interest of a Fund as well as other clients of the Sub-adviser, the Sub-adviser, to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities to be purchased or sold to attempt to obtain a more favorable price or lower brokerage commissions and efficient execution. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Sub-adviser in the manner the Sub-adviser considers to be the most equitable and consistent with its fiduciary obligations to each Fund and to its other clients. e. The Sub-adviser Adviser will maintain and preserve all accounts, books and records with respect to each the Fund as are required of an investment sub-adviser of a registered investment company pursuant to the Investment Company Act of 1940, as amended (the "Investment Company Act") and Investment Advisers Act of 1940, as amended (the "Investment Advisers Act") and the rules thereunderthereunder and shall file with the SEC all forms pursuant to Section 13F and 13G of the Exchange Act, with respect to its duties as are set forth herein. f. The G. Sub-adviser shall vote proxies relating to each Fund's investment securities in accordance Adviser will, unless and until otherwise directed by Investment Adviser, exercise all rights of security holders with the applicable Trust's proxy voting policies and procedures, which provide that the Sub-adviser shall vote all proxies relating respect to securities held by a Fund andeach Fund, subject to the applicable Trust's policies and proceduresincluding, shall use but not limited to: voting proxies in accordance with Sub-Adviser’s then-current proxy voting policies and procedures adopted by the Sub-adviser in conformance with Rule 206(4)-6 under the Investment Advisers Act. The Sub-adviser shall review its proxy voting activities on a periodic basis with the Trustees and with the Adviserpolicies.

SERVICES TO BE RENDERED BY THE SUB. ADVISER TO THE TRUSTS AND THE FUNDSTRUST a. Subject always A. As the investment sub-adviser to the direction and control of the Trustees of each TrustFund, the Sub-adviser shall have Adviser will coordinate the investment discretion over and reinvestment of the assets of each Fund and will manage the investments and determine the composition of these assets in accordance with the applicable Trust's registration statementassets, as amended. In fulfilling its obligations subject always to manage the investments supervision and reinvestments control of the assets Adviser and the Trustees of each Fundthe Trust. B. As part of the services it will provide hereunder, the Sub-adviser Adviser will: i. (i) obtain and evaluate evaluate, to the extent deemed necessary and advisable by the Sub-Adviser in its discretion, pertinent economic, statistical, financial financial, and other information affecting the economy generally and individual companies or industries industries, the securities of which are included in a Fund's portfolio the Fund or are under consideration for inclusion in a the Fund's portfolio; (ii. ) formulate and implement a continuous investment program for each Fund that is consistent with the investment objectives and related investment policies for such Fund as described in the applicable Trust's registration statement, as amended, copies of which shall be furnished to the Sub-adviser promptly upon amendmentFund; (iii. ) take whatever steps are reasonably necessary to implement these the investment programs program for the Fund in accordance with the Fund’s prospectus (as amended from time to time) by arranging for the purchase and sale of securities, including securities and other investments and issuing directives to the placing administrator of orders the Trust as necessary for such purchases and salesthe appropriate implementation of the investment program of the Fund; (iv. regularly report to ) keep the Trustees of each the Trust and to the Adviser fully informed in writing on an ongoing basis as agreed by the Adviser and Sub-Adviser of all material facts concerning the investment and reinvestment of the assets in the Fund, the Sub-Adviser and its key investment personnel and operations, make periodic and special written reports of such additional information concerning the same as may reasonably be requested from time to time by the Adviser or the Trustees of the Trust and the Sub-Adviser will attend meetings with respect the Adviser and/or the Trustees, as reasonably requested, to discuss the implementation of these investment programs; andforegoing; v. (v) provide reasonable assistance to each Trust's custodian regarding in determining the fair value of certain portfolio securities held by each Fund for which when market quotations are not readily availableavailable for the purpose of calculating the Fund’s net asset value in accordance with procedures and methods established by the Trustees of the Trust; (vi) provide any and all material composite performance information, records and supporting documentation about accounts the Sub-Adviser manages, if appropriate, which are relevant to the Fund and that have investment objectives, policies, and strategies substantially similar to those employed by the Sub-Adviser in managing the Fund that may be reasonably necessary, under applicable laws, to allow the Fund or its agent to present information concerning Sub-Adviser’s prior performance in the Trust’s Prospectus and SAI (as hereinafter defined) and any permissible reports and materials prepared by the Fund or its agent; and (vii) cooperate with and provide reasonable assistance to the Adviser, the Trust’s administrator, the Trust’s custodian and foreign custodians, the Trust’s transfer agent and pricing agents and all other agents and representatives of the Trust and the Adviser, keep all such persons fully informed as to such matters as they may reasonably deem necessary to the performance of their obligations to the Trust and the Adviser, provide prompt responses to reasonable requests made by such persons and maintain any appropriate interfaces with each so as to promote the efficient exchange of information. b. C. In furnishing services hereunder, the Sub-Adviser shall be subject to, and shall perform in accordance with the following: (i) the Trust’s Agreement and Declaration of Trust, as the same may be hereafter modified and/or amended from time to time (“Trust Declaration”); (ii) the By-Laws of the Trust, as the same may be hereafter modified and/or amended from time to time (“By-Laws”); (iii) the currently effective Prospectus and Statement of Additional Information of the Trust filed with the U.S Securities and Exchange Commission (“SEC”) and delivered to the Sub-Adviser, as the same may be hereafter modified, amended and/or supplemented (“Prospectus and SAI”); (iv) the Investment Company Act and the Advisers Act and rules under each, and all other federal and state laws or regulations applicable to the Trust and the Fund; (v) the Trust’s Compliance Manual and other policies and procedures adopted from time to time by the Board of Trustees of the Trust; and (vi) the written instructions of the Adviser. Prior to commencement of the Sub-Adviser’s services hereunder, the Adviser shall provide the Sub-Adviser with current copies of the Trust Declaration, By-Laws, Prospectus, SAI, Compliance Manual and other relevant policies and procedures adopted by the Board of Trustees. The Adviser undertakes to provide the Sub-Adviser with copies or other written notice of any amendments, modifications or supplements to any such above-mentioned document. D. In furnishing services hereunder, the Sub-Adviser will not consult with any other Sub-Adviser to (i) the Fund, (ii) any other Fund of the Trust, or (iii) any other investment company under common control with the Trust concerning transactions of the Fund in securities or other assets. (This shall not be deemed to prohibit the Sub-Adviser from consulting with any of its affiliated persons concerning transactions in securities or other assets. This shall also not be deemed to prohibit the Sub-Adviser from consulting with any of the other covered sub-advisers concerning compliance with paragraphs (a) and (b) of Rule 12d3-1 of the Investment Company Act.) E. The Sub-adviserAdviser, at its expense, will furnish furnish: (i) all necessary investment facilities and management personnel, including salaries, expenses and fees of any personnel required for them to faithfully perform their duties under this Agreement; and (ii) administrative facilities, including salaries bookkeeping, clerical personnel and equipment necessary for the efficient conduct of personnel required for it to execute its the Sub-Adviser’s duties faithfullyunder this Agreement. c. F. The Sub-adviser Adviser will select brokers and dealers to effect all of the Fund’s transactions subject to the following conditions: conditions set forth herein. The Sub-adviser Adviser will place all necessary orders with brokers, dealers, or issuers issuers, and will negotiate brokerage commissions, if applicable. The Sub-adviser Adviser is directed at all times to seek to execute brokerage transactions for each the Fund (i) in accordance with such policies any written policies, practices or practices as procedures that may be established by the Board of Trustees and described in or the applicable Trust's registration statement, as amended, and consistent with its fiduciary obligation to seek best execution. Subject to policies established Adviser from time to time and which have been provided to the Sub-Adviser or (ii) as described in the Trust’s Prospectus and SAI. In placing any orders for the purchase or sale of investments for the Fund, in the name of the Fund or its nominees, the Sub-Adviser shall use its best efforts to seek to obtain for the Fund the best execution available considering all of the circumstances, and shall maintain records adequate to demonstrate compliance with this requirement. In no instance will portfolio securities be purchased from or sold to the Sub-Adviser, or any affiliated person thereof, except in accordance with the Investment Company Act, the Advisers Act and the rules under each, and all other federal and state laws or regulations applicable to the Trust and the Fund. G. Subject to the appropriate policies and procedures approved by the Board of Trustees Trustees, Sub-Adviser may, to the extent authorized by Section 28(e) of the TrustsSecurities Exchange Act of 1934, as amended (“Exchange Act”) cause the Fund to pay a broker or dealer that provides brokerage or research services to the Adviser, the Sub-adviser may pay a broker-dealer which provides research Adviser and brokerage services a higher spread or the Fund an amount of commission for effecting a particular portfolio transaction than otherwise might in excess of the amount of commission another broker or dealer would have been charged by another broker-dealer for effecting that transaction if the Sub-adviser determines Adviser determines, in good faith, that the higher spread or such amount of commission is reasonable in relation relationship to the value of the such brokerage and or research services that such broker-dealer provides, provided viewed in terms of either the that particular transaction or the Sub-adviser's Adviser’s overall responsibilities with respect to accounts managed the Fund or its other advisory clients. To the extent authorized by Section 28(e) and the Trust’s Board of Trustees, the Sub-adviser. The Sub-adviser may use for the benefit of the Sub-adviser's other clients, or make available Adviser shall not be deemed to companies affiliated with the Sub-adviser have acted unlawfully or to its directors for the benefit have breached any duty created by this Agreement or otherwise solely by reason of their clients, any such brokerage and research services that the Sub-adviser obtains from brokers or dealersaction. d. H. On occasions when the an Sub-adviser Adviser deems the purchase or sale of a security to be in the best interest of a the Fund as well as other clients of the Sub-adviserAdviser, the Sub-adviser, Adviser to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities to be purchased or sold to attempt to obtain a more favorable price or lower brokerage commissions and efficient execution. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Sub-adviser Adviser in the manner the such Sub-adviser Adviser considers to be the most equitable and consistent with its fiduciary obligations to each the Fund and to its other clientsclients over time. The Adviser agrees that Sub-Adviser and its affiliates may give advice and take action in the performance of their duties with respect to any of their other clients that may differ from advice given, or the timing or nature of actions taken, with respect to the Fund. The Adviser also acknowledges that Sub-Adviser and its affiliates are fiduciaries to other entities, some of which have the same or similar investment objectives (and will hold the same or similar investments) as the Fund, and that Sub-Adviser will carry out its duties hereunder together with its duties under such relationships. Nothing in this Agreement shall be deemed to confer upon Sub-Adviser any obligation to purchase or to sell or to recommend for purchase or sale for the Fund any investment that Sub-Adviser, its affiliates, officers or employees may purchase or sell for its or their own account or for the account of any client, if in the sole and absolute discretion of Sub-Adviser it is for any reason impractical or undesirable to take such action or make such recommendation for the Fund. e. I. The Sub-adviser Adviser will maintain all accounts, books and records with respect to each the Fund as are required of an investment sub-adviser of a registered investment company pursuant to the Investment Company Act of 1940, as amended (the "Investment Company Act") and Investment Advisers Act of 1940, as amended (the "Investment Advisers Act") and the rules thereunderthereunder and shall file with the SEC all forms pursuant to Section 13 of the Exchange Act, with respect to its duties as are set forth herein. f. J. The Sub-adviser shall Adviser will, unless and until otherwise directed by the Adviser or the Board of Trustees, vote proxies relating (where applicable) with respect to each the Fund's investment ’s securities and exercise rights in corporate actions or otherwise in accordance with the applicable Trust's Sub-Adviser’s proxy voting policies and proceduresguidelines, as amended from time to time, which provide that the Sub-adviser shall vote all proxies relating to securities held by a Fund and, subject be provided to the applicable Trust's policies Trust and procedures, shall use proxy voting policies and procedures adopted by the Sub-adviser in conformance with Rule 206(4)-6 under the Investment Advisers Act. The Sub-adviser shall review its proxy voting activities on a periodic basis with the Trustees and with the Adviser.

SERVICES TO BE RENDERED BY THE SUB. ADVISER TO THE TRUSTS AND THE FUNDSTRUST a. Subject always A. As an investment sub-adviser to the direction and control of the Trustees of each TrustFund, the Sub-adviser shall have Adviser will coordinate the investment discretion over and reinvestment of the assets of each the Fund and will manage the investments and determine the composition of these assets in accordance with the applicable Trust's registration statement, as amended. In fulfilling its obligations to manage the investments and reinvestments of the assets of each the Fund, subject always to the supervision and control of the Adviser and the Trustees of the Trust. B. As part of the services it will provide hereunder, the Sub-adviser Adviser will: i. (i) obtain and evaluate evaluate, to the extent deemed necessary and advisable by the Sub-Adviser in its discretion, pertinent economic, statistical, financial financial, and other information affecting the economy generally and individual companies or industries industries, the securities of which are included in a Fund's portfolio the Fund or are under consideration for inclusion in a the Fund's portfolio; (ii. ) formulate and implement a continuous investment program for each Fund that is consistent with the investment objectives and related investment policies for such Fund as described in the applicable Trust's registration statement, as amended, copies of which shall be furnished to the Sub-adviser promptly upon amendmentFund; (iii. ) take whatever steps are reasonably necessary to implement these the investment programs program for the Fund in accordance with the Fund’s prospectus (as amended from time to time) by arranging for the purchase and sale of securities, including securities and other investments and issuing directives to the placing administrator of orders the Trust as necessary for such purchases and salesthe appropriate implementation of the investment program of the Fund; (iv. regularly report to ) keep the Trustees of each the Trust and to the Adviser fully informed in writing on an ongoing basis as agreed by the Adviser and Sub-Adviser of all material facts concerning the investment and reinvestment of the assets in the Fund, the Sub-Adviser and its key investment personnel and operations, make periodic and special written reports of such additional information concerning the same as may reasonably be requested from time to time by the Adviser or the Trustees of the Trust and the Sub-Adviser will attend meetings with respect the Adviser and/or the Trustees, as reasonably requested, to discuss the implementation of these investment programs; andforegoing; v. (v) provide reasonable assistance to each Trust's custodian regarding in determining the fair value of certain portfolio securities held by each Fund for which when market quotations are not readily availableavailable for the purpose of calculating the Fund’s net asset value in accordance with procedures and methods established by the Trustees of the Trust; (vi) provide any and all material composite performance information, records and supporting documentation about accounts the Sub-Adviser manages, if appropriate, subject to any legal, contractual or regulatory restrictions, which are relevant to the Fund and that have investment objectives, policies, and strategies substantially similar to those employed by the Sub-Adviser in managing the Fund that may be reasonably necessary, under applicable laws, to allow the Fund or its agent to present information concerning Sub-Adviser’s prior performance in the Trust’s Prospectus and SAI (as hereinafter defined) and any permissible reports and materials prepared by the Fund or its agent; and (vii) cooperate with and provide reasonable assistance to the Adviser, the Trust’s administrator, the Trust’s custodian and foreign custodians, the Trust’s transfer agent and pricing agents and all other agents and representatives of the Trust and the Adviser, keep all such persons fully informed as to such matters as they may reasonably deem necessary to the performance of their obligations to the Trust and the Adviser, provide prompt responses to reasonable requests made by such persons and maintain any appropriate interfaces with each so as to promote the efficient exchange of information. b. C. In furnishing services hereunder, the Sub-Adviser shall be subject to, and shall perform in accordance with the following: (i) the Trust’s Agreement and Declaration of Trust, as the same may be hereafter modified and/or amended from time to time (“Trust Declaration”); (ii) the By-Laws of the Trust, as the same may be hereafter modified and/or amended from time to time (“By-Laws”); (iii) the currently effective Prospectus and Statement of Additional Information of the Trust filed with the U.S. Securities and Exchange Commission (“SEC”) and delivered to the Sub-Adviser, as the same may be hereafter modified, amended and/or supplemented (“Prospectus and SAI”); (iv) the Investment Company Act and the Sub-Advisers Act and rules under each, and all other federal and state laws or regulations applicable to the Trust and the Fund; (v) the Trust’s Compliance Manual and other policies and procedures adopted from time to time by the Board of Trustees of the Trust; and (vi) the written instructions of the Adviser. Prior to commencement of the Sub-Adviser’s services hereunder, the Adviser shall provide the Sub-Adviser with current copies of the Trust Declaration, By-Laws, Prospectus, SAI, Compliance Manual and other relevant policies and procedures adopted by the Board of Trustees. The Adviser shall provide (with reasonable advance notice where necessary or appropriate) the Sub-Adviser with copies or other written notice of any amendments, modifications or supplements to any such above-mentioned document. D. In furnishing services hereunder, the Sub-Adviser will not consult with any other investment sub-adviser to (i) the Fund, (ii) any other Fund of the Trust, or (iii) any other investment company under common control with the Trust concerning transactions of the Fund in securities or other assets. (This shall not be deemed to prohibit the Sub-Adviser from consulting with any of its affiliated persons concerning transactions in securities or other assets. This shall also not be deemed to prohibit the Sub-Adviser from consulting with any of the other covered advisers concerning compliance with paragraphs (a) and (b) of Rule 12d3-1 of the Investment Company Act.) E. The Sub-adviserAdviser, at its expense, will furnish furnish: (i) all necessary investment facilities and management personnel, including salaries, expenses and fees of any personnel required for them to faithfully perform their duties under this Agreement; and (ii) administrative facilities, including salaries bookkeeping, clerical personnel and equipment necessary for the efficient conduct of personnel required for it to execute its the Sub-Adviser’s duties faithfullyunder this Agreement. c. F. The Sub-adviser Adviser will select brokers and dealers to effect all of the Fund’s transactions subject to the following conditions: conditions set forth herein. The Sub-adviser Adviser will place all necessary orders with brokers, dealers, or issuers issuers, and will negotiate brokerage commissions, if applicable. The Sub-adviser Adviser is directed at all times to seek to execute brokerage transactions for each the Fund (i) in accordance with such policies any written policies, practices or practices as procedures that may be established by the Board of Trustees and described in or the applicable Trust's registration statement, as amended, and consistent with its fiduciary obligation to seek best execution. Subject to policies established Adviser from time to time and which have been provided to the Sub-Adviser or (ii) as described in the Trust’s Prospectus and SAI. In placing any orders for the purchase or sale of investments for the Fund, in the name of the Fund or its nominees, the Sub-Adviser shall use its best efforts to seek to obtain for the Fund the best execution available considering all of the circumstances, and shall maintain records adequate to demonstrate compliance with this requirement. In no instance will portfolio securities be purchased from or sold to the Sub-Adviser, or any affiliated person thereof, except in accordance with the Investment Company Act, the Advisers Act and the rules under each, and all other federal and state laws or regulations applicable to the Trust and the Fund. G. Subject to the appropriate policies and procedures approved by the Board of Trustees Trustees, Sub-Adviser may, to the extent authorized by Section 28(e) of the TrustsSecurities Exchange Act of 1934, as amended (“Exchange Act”) cause the Fund to pay a broker or dealer that provides brokerage or research services to the Adviser, the Sub-adviser may pay a broker-dealer which provides research Adviser and brokerage services a higher spread or the Fund an amount of commission for effecting a particular portfolio transaction than otherwise might in excess of the amount of commission another broker or dealer would have been charged by another broker-dealer for effecting that transaction if the Sub-adviser determines Adviser determines, in good faith, that the higher spread or such amount of commission is reasonable in relation relationship to the value of the such brokerage and or research services that such broker-dealer provides, provided viewed in terms of either the that particular transaction or the Sub-adviser's Adviser’s overall responsibilities with respect to accounts managed the Fund or its other advisory clients. To the extent authorized by Section 28(e) and the Trust’s Board of Trustees, the Sub-adviser. The Sub-adviser may use for the benefit of the Sub-adviser's other clients, or make available Adviser shall not be deemed to companies affiliated with the Sub-adviser have acted unlawfully or to its directors for the benefit have breached any duty created by this Agreement or otherwise solely by reason of their clients, any such brokerage and research services that the Sub-adviser obtains from brokers or dealersaction. d. H. On occasions when the an Sub-adviser Adviser deems the purchase or sale of a security to be in the best interest of a the Fund as well as other clients of the Sub-adviserAdviser, the Sub-adviser, Adviser to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities to be purchased or sold to attempt to obtain a more favorable price or lower brokerage commissions and efficient execution. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Sub-adviser Adviser in the manner the such Sub-adviser Adviser considers to be the most equitable and consistent with its fiduciary obligations to each the Fund and to its other clientsclients over time. The Adviser agrees that Sub-Adviser and its affiliates may give advice and take action in the performance of their duties with respect to any of their other clients that may differ from advice given, or the timing or nature of actions taken, with respect to the Fund. The Adviser also acknowledges that Sub-Adviser and its affiliates are fiduciaries to other entities, some of which have the same or similar investment objectives (and will hold the same or similar investments) as the Fund, and that Sub-Adviser will carry out its duties hereunder together with its duties under such relationships. Nothing in this Agreement shall be deemed to confer upon Sub-Adviser any obligation to purchase or to sell or to recommend for purchase or sale for the Fund any investment that Sub-Adviser, its affiliates, officers or employees may purchase or sell for its or their own account or for the account of any client, if in the sole and absolute discretion of Sub-Adviser it is for any reason impractical or undesirable to take such action or make such recommendation for the Fund. e. I. The Sub-adviser Adviser will maintain all accounts, books and records with respect to each the Fund as are required of an investment sub-adviser of a registered investment company pursuant to the Investment Company Act of 1940, as amended (the "Investment Company Act") and Investment Advisers Act of 1940, as amended (the "Investment Advisers Act") and the rules thereunderthereunder and shall file with the SEC all forms pursuant to Section 13 of the Exchange Act, with respect to its duties as are set forth herein. f. J. The Sub-adviser shall Adviser will, unless and until otherwise directed by the Adviser or the Board of Trustees, vote proxies relating with respect to each the Fund's investment ’s securities and exercise rights in corporate actions or otherwise in accordance with the applicable Trust's Sub-Adviser’s proxy voting policies and proceduresguidelines, as amended from time to time, which provide that the Sub-adviser shall vote all proxies relating to securities held by a Fund and, subject be provided to the applicable Trust's policies Trust and procedures, shall use proxy voting policies and procedures adopted by the Sub-adviser in conformance with Rule 206(4)-6 under the Investment Advisers Act. The Sub-adviser shall review its proxy voting activities on a periodic basis with the Trustees and with the Adviser.

SERVICES TO BE RENDERED BY THE SUB. ADVISER TO THE TRUSTS AND THE FUNDSTRUST a. Subject always A. As investment sub-adviser to the direction and control of the Trustees of each TrustPortfolio, the Sub-adviser shall have Adviser will manage the investment discretion over and reinvestment of the assets of each Fund and will manage the investments Portfolio and determine the composition of these assets in accordance with the applicable Trust's registration statement, as amended. In fulfilling its obligations to manage the investments and reinvestments of the assets of each Fundthe Portfolio, subject always to the supervision and control of the Adviser and the Trustees of the Trust. Notwithstanding the foregoing, the Sub-adviser Adviser shall have absolute discretion over the management of the portfolio, subject only to applicable law, the investment policies and objectives set forth in the Prospectus and Statement of Additional Information and to any instructions received from the Trust's Board of Trustees. Accordingly, no party other than the Sub-Adviser shall cause the Portfolio to (i) invest or reinvest the assets of the Portfolio in the securities of any particular issuer, (ii) effect any particular transaction or series of transactions on behalf of the Portfolio that would have the economic effect of an investment in the securities of any particular issuer, or (iii) sell or otherwise dispose of any assets of the Portfolio, including without limitation Merchants whose securities are publicly traded. B. As part of the services it will provide hereunder, the Sub-Adviser will: i. (i) obtain and evaluate pertinent economic, statistical, financial and other information affecting the economy generally and individual companies or industries industries, the securities of which are included in a Fund's portfolio the Portfolio or are under consideration for inclusion in a Fund's portfoliothe Portfolio; (ii. ) formulate and implement a continuous investment program for each Fund that is consistent with the investment objectives and related investment policies for such Fund as described in the applicable Trust's registration statement, as amended, copies of which shall be furnished to the Sub-adviser promptly upon amendmentPortfolio; (iii. ) take whatever steps are necessary to implement these the investment programs program for the Portfolio by the purchase and sale of securitiessecurities and other investments, including the placing of orders for such purchases and sales; (iv. regularly report to ) keep the Trustees of each the Trust and the Adviser fully informed on an ongoing basis of all facts concerning the investment and reinvestment of the assets in the Portfolio, the Sub-Adviser and its personnel and operations which the Sub-Adviser determines in its reasonable judgment to be material, make regular and special written reports of such additional information concerning the Portfolio as may reasonably be requested from time to time by the Adviser or the Trustees of the Trust and attend meetings with the Adviser and/or the Trustees, as reasonably requested, to discuss the foregoing, (v) provide pricing information to the Adviser with respect Trust to assist the implementation Trust in making determinations of these investment programs; and v. provide assistance to each Trust's custodian regarding the fair value of certain portfolio securities held by each Fund for which when market quotations are not readily available.available for the purpose of calculating the Portfolio's net asset value in accordance with procedures and methods established by the Trustees of the Trust; b. (vii) cooperate with and provide reasonable assistance to the Adviser, the Trust administrator, the Trust's custodian and foreign custodians, the Trust's transfer agent and pricing agents and all other agents and representatives of the Trust and the Adviser, provide such information with respect to the Portfolio as they may reasonably request from time to time in the performance of their obligations to the Trust and the Adviser, provide prompt responses to reasonable requests made by such persons and establish appropriate interfaces with each so as to promote the efficient exchange of information and compliance with applicable laws and regulations; (viii) make the Sub-Adviser's personnel responsible for the Portfolio reasonably available during business hours to engage in discussions concerning the Portfolio with third parties, including, without limitation, Merchants, prospective Merchants, and, subject to and only to the extent consistent with the Sub-Adviser internal policies regarding such contacts, which policies have previously been furnished to the Adviser, industry analysts and members of the media, provided, however, that the content of any conversations with such third parties shall be subject to the prior approval of Stockback; and C. The Sub-adviserAdviser's investment authority shall include advice with regard to purchasing, selling, covering open positions, and generally dealing in financial futures contracts and options thereon, in accordance with Rule 4.5 of the Commodity Futures Trading Commission (the "Commission"). The Sub-Adviser shall have the authority to act as the Portfolio's true and lawful attorney-in-fact, with full power of substitution and revocation, in its name, place and stead to take action in the Portfolio's name to the extent necessary or desirable to fulfill the purposes of this Agreement, including, without limitation, (i) to open and maintain trading accounts relating to any type of financial instrument the Portfolio is authorized to trade, on the Portfolio's behalf, (ii) to execute and deliver such contracts and other documents on the Portfolio's behalf as the Sub-Adviser, in its discretion, deems necessary or desirable to establish such trading accounts or otherwise to effect authorized investments on the Portfolio's behalf, (iii) to act, at the Sub-Adviser's discretion, in the Portfolio's name to enforce the Portfolio's rights and remedies under such contracts or documents, and (iv) to direct the Portfolio's custodian to deposit, on behalf of the Portfolio, such of the Portfolio's securities and other property as the Sub-Adviser deems desirable as margin or collateral in connection with such trading accounts, to direct the custodian with respect to securities lending activity (to the extent such activity is authorized by the Board of Trustees of the Portfolio) and otherwise direct payments of cash, securities and other property into such trading accounts as the Sub-Adviser deems desirable. D. In furnishing services hereunder, the Sub-Adviser shall be subject to, and shall perform in accordance with, but only to the extent the same reasonably relates to the Portfolio and are consistent with the scope of the Sub-Adviser's obligations as reasonably contemplated in the other provisions of this Agreement, (1) the Trust's Agreement and Trust Instrument, as the same may be hereafter modified and/or amended from time to time (the "Trust Instrument "), (2) the By-Laws of the Trust, as the same may be hereafter modified and/or amended from time to time (the "By-Laws"), (3) the currently effective Prospectus and Statement of Additional Information of the Trust filed with the SEC, as the same may be hereafter modified, amended and/or supplemented (the "Prospectus and SAI"), (4) the Investment Company Act, with the requirements applicable to regulated investment companies under Subchapter M of the Internal Revenue Code of 1986, as amended, (5) all other applicable state and federal securities and other laws, (6) all regulations with respect to the foregoing, (7) the Trust's Compliance Manual and other policies and procedures adopted from time to time by the Board of Trustees of the Trust and (8) the written instructions of the Adviser. In managing the Portfolio in accordance with these requirements, the Sub-Adviser shall be entitled to receive and act upon advice of counsel to the Portfolio or other counsel acceptable to the Adviser. Until the Adviser or the Portfolio's counsel delivers any supplements or amendments to the documents described above to the Sub-Adviser, the Sub-Adviser shall be fully protected in relying on the most recent versions of such documents previously furnished to the Sub-Adviser. E. The Sub-Adviser, at its expense, will furnish furnish: (i) all necessary investment and management facilitiesfacilities and investment personnel, including salaries salaries, expenses and fees of any personnel required for it to execute faithfully perform its duties faithfully. c. under this Agreement; and (ii) administrative facilities, including bookkeeping, clerical personnel and equipment necessary for the efficient conduct of the Sub-Adviser's duties under this Agreement. The Sub-adviser Adviser shall not be responsible for other expenses of the Portfolio, including, without limitation, fees of the Portfolio's independent public accountants, transfer agent, custodian and other service providers who are not employees of the Sub-Adviser; brokerage commissions and other transaction-related expenses; accounting and tax reporting, including the expense of obtaining quotations that may be necessary to determine the Portfolio's net asset value; taxes levied against the Portfolio or any of its property; interest expenses of the Portfolio; the costs of share holder reporting; the costs of maintaining the registration of the Portfolio's shares with any federal or state regulatory body; the costs of a fidelity bond or other insurance premiums; trustees' fees; and legal expenses. F. The Sub-Adviser will select brokers and dealers to effect all portfolio transactions subject to the following conditions: conditions set forth herein. The Sub-adviser Adviser will place all necessary orders with brokers, dealers, or issuers issuers, and will negotiate brokerage commissions, commissions if applicable. The Sub-adviser Adviser is directed at all times to seek to execute brokerage transactions for each Fund the Portfolio in accordance with such policies or practices as may be established by the Board of Trustees and described in the applicable Trust's registration statementProspectus and SAI, as amended, and consistent with its fiduciary obligation subject to seek the Sub-Adviser seeking to obtain best execution. In placing orders for the purchase or sale of investments for the Portfolio, in the name of the Portfolio or its nominees, the Sub-Adviser shall use its best efforts to obtain for the Portfolio the most favorable price and best execution available, considering all of the circumstances, and shall maintain records adequate to demonstrate compliance with this requirement. G. Subject to the appropriate policies established from time to time and procedures approved by the Board of Trustees of the TrustsTrustees, the Sub-adviser may Adviser may, to the extent authorized by Section 28(e) of the Securities Exchange Act of 1934, cause the Portfolio to pay a brokerbroker or dealer that provides brokerage or research services to the Adviser, the Sub-dealer which provides research Adviser, and brokerage services a higher spread or the Portfolio an amount of commission for effecting a particular portfolio transaction than otherwise might in excess of the amount of commission another broker or dealer would have been charged by another broker-dealer for effecting that transaction if the Sub-adviser determines Adviser determines, in good faith, that the higher spread or such amount of commission is reasonable in relation relationship to the value of the such brokerage and or research services that such broker-dealer provides, provided viewed in terms of either the that particular transaction or the Sub-adviserAdviser's overall responsibilities with respect to accounts managed the Portfolio or its other advisory clients. To the extent authorized by said Section 28(e) and the Trust's Board of Trustees, the Sub-adviserAdviser shall not be deemed to have acted unlawfully or to have breached any duty created by this Agreement or otherwise solely by reason of such action. The Sub-adviser Subject to seeking the most favorable price and execution, the Board or Trustees or the Adviser may use for the benefit of direct the Sub-adviser's other clients, Adviser to effect transactions in portfolio securities through broker-dealers in a manner that will help generate resources to: (i) pay the cost of certain expenses which the Trust is required to pay or make available for which the Trust is required to companies affiliated arrange payment or (ii) finance activities that are primarily intended to result in the sale of Trust shares. The Board of Trustees and Adviser acknowledge that such directed brokerage transactions will be effected consistently with the Sub-adviser or to Adviser's policy as disclosed in its directors for the benefit of their clients, any such brokerage and research services that the Sub-adviser obtains from brokers or dealersForm ADV. d. H. On occasions when the Sub-adviser Adviser deems the purchase or sale of a security to be in the best interest of a Fund the Portfolio as well as other clients of the Sub-adviserAdviser, the Sub-adviser, Adviser to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities to be purchased or sold to attempt to obtain a more favorable price or lower brokerage commissions and efficient execution. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Sub-adviser Adviser in the manner the Sub-adviser Adviser considers to be the most equitable and consistent with its fiduciary obligations to each Fund the Portfolio and to its other clients. e. I. The Sub-adviser Adviser will maintain all accounts, books and records with respect to each Fund the Portfolio as are required of an investment sub-adviser of a registered investment company pursuant to the Investment Company Act of 1940, as amended (the "Investment Company Act") and Investment Advisers Act of 1940, as amended (the "Investment Advisers Act") and the rules thereunderand regulations promulgated thereunder and shall file with the SEC all forms pursuant to Section 13 of the Securities Exchange Act of 1934, as amended, with respect to the discretionary management of the assets of the Portfolio. f. The Sub-adviser shall vote proxies relating J. Unless the Trust gives written instructions to each Fund's investment securities in accordance with the applicable Trust's proxy voting policies and procedurescontrary, which provide that the Sub-adviser Adviser shall vote all proxies relating to securities held solicited by a Fund and, subject or with respect to the applicable Trustissuers of securities in which assets of the Portfolio may be invested in a manner which best serves the interests of the Portfolio's policies and procedures, shall use proxy voting policies and procedures adopted by the Sub-adviser in conformance with Rule 206(4)-6 under the Investment Advisers Actshareholders. The Sub-adviser Adviser shall review use its proxy voting activities best good faith judgment to vote such proxies in a manner which best serves the interests of the Portfolio's shareholders. The Sub-Adviser shall maintain a record of how the Sub-Adviser voted and such record shall be available to the Trust or Adviser upon request. In addition, unless the Trust gives written instructions to the contrary, the Sub-Adviser is authorized to act on a periodic basis the Portfolio's behalf in connection with tender offers, exchange offers and similar matters, as the Trustees and with Sub-Adviser deems in the Adviserbest interests of the Portfolio.

SERVICES TO BE RENDERED BY THE SUB. ADVISER TO THE TRUSTS TRUST AND THE FUNDSFUND a. Subject always to the direction and control of the Trustees of each the Trust, the Sub-adviser shall have investment discretion over the assets of each the Fund and will manage the investments and determine the composition of these assets in accordance with the applicable Trust's ’s registration statement, as amended. In fulfilling its obligations to manage the investments and reinvestments of the assets of each the Fund, the Sub-adviser will: i. obtain and evaluate pertinent economic, statistical, financial and other information affecting the economy generally and individual companies or industries the securities of which are included in a the Fund's ’s portfolio or are under consideration for inclusion in a the Fund's ’s portfolio; ii. formulate and implement a continuous investment program for each the Fund that is consistent with the investment objectives and related investment policies for such the Fund as described in the applicable Trust's ’s registration statement, as amended, copies of which shall be furnished to the Sub-adviser promptly upon amendment; iii. take whatever steps are necessary to implement these the investment programs program by the purchase and sale of securities, including the placing of orders for such purchases and sales; iv. regularly report to the Trustees of each the Trust and to the Adviser with respect to the implementation of these the investment programsprogram; andand US1DOCS 5599302v2 v. provide assistance to each the Trust's ’s custodian regarding the fair value of securities held by each the Fund for which market quotations are not readily available. b. The Sub-adviser, at its expense, will furnish all necessary investment and management facilities, including salaries of personnel required for it to execute its duties faithfully. c. The Sub-adviser will select brokers and dealers to effect all transactions subject to the following conditions: The Sub-adviser will place all necessary orders with brokers, dealers, or issuers and will negotiate brokerage commissions, if applicable. The Sub-adviser is directed at all times to seek to execute brokerage transactions for each the Fund in accordance with such policies or practices as may be established by the Trustees and described in the applicable Trust's ’s registration statement, as amended, and consistent with its fiduciary obligation to seek best execution. Subject to policies established from time to time by the Board of Trustees of the TrustsTrust, the Sub-adviser may pay a broker-dealer which provides research and brokerage services a higher spread or commission for a particular transaction than otherwise might have been charged by another broker-dealer if the Sub-adviser determines that the higher spread or commission is reasonable in relation to the value of the brokerage and research services that such broker-dealer provides, viewed in terms of either the particular transaction or the Sub-adviser's ’s overall responsibilities with respect to accounts managed by the Sub-adviser. The Sub-adviser may use for the benefit of the Sub-adviser's ’s other clients, or make available to companies affiliated with the Sub-adviser or to its directors for the benefit of their clients, any such brokerage and research services that the Sub-adviser obtains from brokers or dealers. d. On occasions when the Sub-adviser deems the purchase or sale of a security to be in the best interest of a the Fund as well as other clients of the Sub-adviser, the Sub-adviser, to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities to be purchased or sold to attempt to obtain a more favorable price or lower brokerage commissions and efficient execution. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Sub-adviser in the manner the Sub-adviser considers to be the most equitable and consistent with its fiduciary obligations to each the Fund and to its other clients. e. The Sub-adviser will maintain all accounts, books and records with respect to each the Fund as are required of an investment sub-adviser of a registered investment company pursuant to the Investment Company Act of 1940, as amended (the "“Investment Company Act"”) and Investment Advisers Act of 1940, as amended (the "“Investment Advisers Act"”) and the rules thereunder. f. The Sub-adviser shall vote furnish the Adviser with advice as to the manner of voting proxies relating to each the Fund's ’s investment securities in accordance with the applicable Trust's ’s proxy voting policies and procedures, which provide that the Sub-adviser Adviser shall vote all proxies relating to securities held by a the Fund and, subject to the applicable Trust's ’s policies and procedures, shall use proxy voting policies and procedures adopted by the Sub-adviser Adviser in conformance with Rule 206(4)-6 under the Investment Advisers Act. The Sub-adviser Adviser shall review its proxy voting activities on a periodic basis with the Trustees and with the Adviser.Trustees. US1DOCS 5599302v2

SERVICES TO BE RENDERED BY THE SUB. ADVISER TO THE TRUSTS TRUST AND THE FUNDSFUND a. Subject always to the direction and control of the Trustees of each the Trust, the Sub-adviser shall have investment discretion over the assets of each the Fund and will manage the investments and determine the composition of these assets in accordance with the applicable Trust's ’s registration statement, as amended. In fulfilling its obligations to manage the investments and reinvestments of the assets of each the Fund, the Sub-adviser will: i. obtain and evaluate pertinent economic, statistical, financial and other information affecting the economy generally and individual companies or industries the securities of which are included in a the Fund's ’s portfolio or are under consideration for inclusion in a the Fund's ’s portfolio; ii. formulate and implement a continuous investment program for each the Fund that is consistent with the investment objectives and related investment policies for such the Fund as described in the applicable Trust's ’s registration statement, as amended, copies of which shall be furnished to the Sub-adviser promptly upon amendment; iii. take whatever steps are necessary to implement these the investment programs program by the purchase and sale of securities, including the placing of orders for such purchases and sales; iv. regularly report to the Trustees of each the Trust and to the Adviser with respect to the implementation of these the investment programsprogram; and v. provide assistance to each the Trust's ’s custodian regarding the fair value of securities held by each the Fund for which market quotations are not readily available. b. The Sub-adviser, at its expense, will furnish all necessary investment and management facilities, including salaries of personnel required for it to execute its duties faithfully. c. The Sub-adviser will select brokers and dealers to effect all transactions subject to the following conditions: The Sub-adviser will place all necessary orders with brokers, dealers, or issuers and will negotiate brokerage commissions, if applicable. The Sub-adviser is directed at all times to seek to execute brokerage transactions for each the Fund in accordance with such policies or practices as may be established by the Trustees and described in the applicable Trust's ’s registration statement, as amended, and consistent with its fiduciary obligation to seek best execution. Subject to policies established from time to time by the Board of Trustees of the TrustsTrust, the Sub-adviser may pay a broker-dealer which provides research and brokerage services a higher spread or commission for a particular transaction than otherwise might have been charged by another broker-dealer if the Sub-adviser determines that the higher spread or commission is reasonable in relation to the value of the brokerage and research services that such broker-dealer provides, viewed in terms of either the particular transaction or the Sub-adviser's ’s overall responsibilities with respect to accounts managed by the Sub-adviser. The Sub-adviser may use for the benefit of the Sub-adviser's ’s other clients, or make available to companies affiliated with the Sub-adviser or to its directors for the benefit of their clients, any such brokerage and research services that the Sub-adviser obtains from brokers or dealers. d. On occasions when the Sub-adviser deems the purchase or sale of a security to be in the best interest of a the Fund as well as other clients of the Sub-adviser, the Sub-adviser, to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities to be purchased or sold to attempt to obtain a more favorable price or lower brokerage commissions and efficient execution. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Sub-adviser in the manner the Sub-adviser considers to be the most equitable and consistent with its fiduciary obligations to each the Fund and to its other clients. e. The Sub-adviser will maintain all accounts, books and records with respect to each the Fund as are required of an investment sub-adviser of a registered investment company pursuant to the Investment Company Act of 1940, as amended (the "“Investment Company Act"”) and Investment Advisers Act of 1940, as amended (the "“Investment Advisers Act"”) and the rules thereunder. f. The Sub-adviser shall vote furnish the Adviser with advice as to the manner of voting proxies relating to each the Fund's ’s investment securities in accordance with the applicable Trust's ’s proxy voting policies and procedures, which provide that the Sub-adviser Adviser shall vote all proxies relating to securities held by a the Fund and, subject to the applicable Trust's ’s policies and procedures, shall use proxy voting policies and procedures adopted by the Sub-adviser Adviser in conformance with Rule 206(4)-6 under the Investment Advisers Act. The Sub-adviser Adviser shall review its proxy voting activities on a periodic basis with the Trustees and with the AdviserTrustees.

SERVICES TO BE RENDERED BY THE SUB. ADVISER TO THE TRUSTS AND THE FUNDSTRUST a. Subject always A. As the investment sub-adviser to the direction and control of the Trustees of each TrustFund, the Sub-adviser shall have Adviser will coordinate the investment discretion over and reinvestment of the assets of each Fund and will manage the investments and determine the composition of these assets in accordance with the applicable Trust's registration statementassets, as amended. In fulfilling its obligations subject always to manage the investments supervision and reinvestments control of the assets Adviser and the Trustees of each Fundthe Trust. B. As part of the services it will provide hereunder, the Sub-adviser Adviser will: i. (i) obtain and evaluate evaluate, to the extent deemed necessary and advisable by the Sub-Adviser in its discretion, pertinent economic, statistical, financial financial, and other information affecting the economy generally and individual companies or industries industries, the securities of which are included in a Fund's portfolio the Fund or are under consideration for inclusion in a the Fund's portfolio; (ii. ) formulate and implement a continuous investment program for each Fund that is consistent with the investment objectives and related investment policies for such Fund as described in the applicable Trust's registration statement, as amended, copies of which shall be furnished to the Sub-adviser promptly upon amendmentFund; (iii. ) take whatever steps are necessary to implement these the investment programs program for the Fund by arranging for the purchase and sale of securities, including securities and other investments and issuing directives to the placing administrator of orders the Trust as necessary for such purchases and salesthe appropriate implementation of the investment program of the Fund; (iv. regularly report to ) keep the Trustees of each the Trust and to the Adviser fully informed in writing on an ongoing basis as agreed by the Adviser and Sub-Adviser of all material facts concerning the investment and reinvestment of the assets in the Fund, the Sub-Adviser and its key investment personnel and operations, make periodic and special written reports of such additional information concerning the same as may reasonably be requested from time to time by the Adviser or the Trustees of the Trust and the Sub-Adviser will attend meetings with respect the Adviser and/or the Trustees, as reasonably requested, to discuss the implementation of these investment programs; andforegoing; v. (v) provide reasonable assistance to each Trust's custodian regarding in determining the fair value of certain portfolio securities held by each Fund for which when market quotations are not readily availableavailable for the purpose of calculating the Fund’s net asset value in accordance with procedures and methods established by the Trustees of the Trust; (vi) provide any and all material composite performance information, records and supporting documentation about accounts the Sub-Adviser manages, if appropriate, which are relevant to the Fund and that have investment objectives, policies, and strategies substantially similar to those employed by the Sub-Adviser in managing the Fund that may be reasonably necessary, under applicable laws, to allow the Fund or its agent to present information concerning Sub-Adviser’s prior performance in the Trust’s Prospectus and SAI (as hereinafter defined) and any permissible reports and materials prepared by the Fund or its agent; and (vii) cooperate with and provide reasonable assistance to the Adviser, the Trust’s administrator, the Trust’s custodian and foreign custodians, the Trust’s transfer agent and pricing agents and all other agents and representatives of the Trust and the Adviser, keep all such persons fully informed as to such matters as they may reasonably deem necessary to the performance of their obligations to the Trust and the Adviser, provide prompt responses to reasonable requests made by such persons and maintain any appropriate interfaces with each so as to promote the efficient exchange of information. b. C. In furnishing services hereunder, the Sub-Adviser shall be subject to, and shall perform in accordance with the following: (i) the Trust’s Agreement and Declaration of Trust, as the same may be hereafter modified and/or amended from time to time (“Trust Declaration”); (ii) the By-Laws of the Trust, as the same may be hereafter modified and/or amended from time to time (“By-Laws”); (iii) the currently effective Prospectus and Statement of Additional Information of the Trust filed with the U.S Securities and Exchange Commission (“SEC”) and delivered to the Sub-Adviser, as the same may be hereafter modified, amended and/or supplemented (“Prospectus and SAI”); (iv) the Investment Company Act and the Advisers Act and rules under each, and all other federal and state laws or regulations applicable to the Trust and the Fund; (v) the Trust’s Compliance Manual and other policies and procedures adopted from time to time by the Board of Trustees of the Trust; and (vi) the written instructions of the Adviser. Prior to commencement of the Sub-Adviser’s services hereunder, the Adviser shall provide the Sub-Adviser with current copies of the Trust Declaration, By-Laws, Prospectus, SAI, Compliance Manual and other relevant policies and procedures adopted by the Board of Trustees. The Adviser undertakes to provide the Sub-Adviser with copies or other written notice of any amendments, modifications or supplements to any such above-mentioned document. D. In furnishing services hereunder, the Sub-Adviser will not consult with any other Sub-Adviser to (i) the Fund, (ii) any other Fund of the Trust, or (iii) any other investment company under common control with the Trust concerning transactions of the Fund in securities or other assets. (This shall not be deemed to prohibit the Sub-Adviser from consulting with any of its affiliated persons concerning transactions in securities or other assets. This shall also not be deemed to prohibit the Sub-Adviser from consulting with any of the other covered sub-advisers concerning compliance with paragraphs (a) and (b) of Rule 12d3-1 of the Investment Company Act.) E. The Sub-adviserAdviser, at its expense, will furnish furnish: (i) all necessary investment facilities and management personnel, including salaries, expenses and fees of any personnel required for them to faithfully perform their duties under this Agreement; and (ii) administrative facilities, including salaries bookkeeping, clerical personnel and equipment necessary for the efficient conduct of personnel required for it to execute its the Sub-Adviser’s duties faithfullyunder this Agreement. c. F. The Sub-adviser Adviser will select brokers and dealers to effect all of the Fund’s transactions subject to the following conditions: conditions set forth herein. The Sub-adviser Adviser will place all necessary orders with brokers, dealers, or issuers issuers, and will negotiate brokerage commissions, if applicable. The Sub-adviser Adviser is directed at all times to seek to execute brokerage transactions for each the Fund (i) in accordance with such policies any written policies, practices or practices as procedures that may be established by the Board of Trustees and described in or the applicable Trust's registration statement, as amended, and consistent with its fiduciary obligation to seek best execution. Subject to policies established Adviser from time to time and which have been provided to the Sub-Adviser or (ii) as described in the Trust’s Prospectus and SAI. In placing any orders for the purchase or sale of investments for the Fund, in the name of the Fund or its nominees, the Sub-Adviser shall use its best efforts to seek to obtain for the Fund the best execution available considering all of the circumstances, and shall maintain records adequate to demonstrate compliance with this requirement. In no instance will Fund securities be purchased from or sold to the Sub-Adviser, or any affiliated person thereof, except in accordance with the Investment Company Act, the Advisers Act and the rules under each, and all other federal and state laws or regulations applicable to the Trust and the Fund. G. Subject to the appropriate policies and procedures approved by the Board of Trustees Trustees, Sub-Adviser may, to the extent authorized by Section 28(e) of the TrustsSecurities Exchange Act of 1934, as amended (“Exchange Act”) cause the Fund to pay a broker or dealer that provides brokerage or research services to the Adviser, the Sub-adviser may pay a broker-dealer which provides research Adviser and brokerage services a higher spread or the Fund an amount of commission for effecting a particular portfolio transaction than otherwise might in excess of the amount of commission another broker or dealer would have been charged by another broker-dealer for effecting that transaction if the Sub-adviser determines Adviser determines, in good faith, that the higher spread or such amount of commission is reasonable in relation relationship to the value of the such brokerage and or research services that such broker-dealer provides, provided viewed in terms of either the that particular transaction or the Sub-adviser's Adviser’s overall responsibilities with respect to accounts managed the Fund or its other advisory clients. To the extent authorized by Section 28(e) and the Trust’s Board of Trustees, the Sub-adviser. The Sub-adviser may use for the benefit of the Sub-adviser's other clients, or make available Adviser shall not be deemed to companies affiliated with the Sub-adviser have acted unlawfully or to its directors for the benefit have breached any duty created by this Agreement or otherwise solely by reason of their clients, any such brokerage and research services that the Sub-adviser obtains from brokers or dealersaction. d. H. On occasions when the an Sub-adviser Adviser deems the purchase or sale of a security to be in the best interest of a the Fund as well as other clients of the Sub-adviserAdviser, the Sub-adviser, Adviser to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities to be purchased or sold to attempt to obtain a more favorable price or lower brokerage commissions and efficient execution. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Sub-adviser Adviser in the manner the such Sub-adviser Adviser considers to be the most equitable and consistent with its fiduciary obligations to each the Fund and to its other clientsclients over time. The Adviser agrees that Sub-Adviser and its affiliates may give advice and take action in the performance of their duties with respect to any of their other clients that may differ from advice given, or the timing or nature of actions taken, with respect to the Fund. The Adviser also acknowledges that Sub-Adviser and its affiliates are fiduciaries to other entities, some of which have the same or similar investment objectives (and will hold the same or similar investments) as the Fund, and that Sub-Adviser will carry out its duties hereunder together with its duties under such relationships. Nothing in this Agreement shall be deemed to confer upon Sub-Adviser any obligation to purchase or to sell or to recommend for purchase or sale for the Fund any investment that Sub-Adviser, its affiliates, officers or employees may purchase or sell for its or their own account or for the account of any client, if in the sole and absolute discretion of Sub-Adviser it is for any reason impractical or undesirable to take such action or make such recommendation for the Fund. e. I. The Sub-adviser Adviser will maintain all accounts, books and records with respect to each the Fund as are required of an investment sub-adviser of a registered investment company pursuant to the Investment Company Act of 1940, as amended (the "Investment Company Act") and Investment Advisers Act of 1940, as amended (the "Investment Advisers Act") and the rules thereunderthereunder and shall file with the SEC all forms pursuant to Section 13 of the Exchange Act, with respect to its duties as are set forth herein. f. J. The Sub-adviser shall Adviser will, unless and until otherwise directed by the Adviser or the Board of Trustees, vote proxies relating with respect to each the Fund's investment ’s securities and exercise rights in corporate actions or otherwise in accordance with the applicable Trust's Sub-Adviser’s proxy voting policies and proceduresguidelines, as amended from time to time, which provide that the Sub-adviser shall vote all proxies relating to securities held by a Fund and, subject be provided to the applicable Trust's policies Trust and procedures, shall use proxy voting policies and procedures adopted by the Sub-adviser in conformance with Rule 206(4)-6 under the Investment Advisers Act. The Sub-adviser shall review its proxy voting activities on a periodic basis with the Trustees and with the Adviser.

SERVICES TO BE RENDERED BY THE SUB. ADVISER TO THE TRUSTS AND THE FUNDSADVISER a. (a) Subject always to the direction and control of the Trustees trustees of each Trustthe Trust (the “Trustees”), the Sub-adviser shall have investment discretion over the assets of each Fund and will manage the investments and determine the composition of these assets in accordance with the applicable Trust's registration statement, as amended. In fulfilling its obligations to manage the investments and reinvestments of the assets of each Fund, the Sub-adviser will: i. obtain and evaluate pertinent economic, statistical, financial and other information affecting the economy generally and individual companies or industries the securities of which are included in a Fund's portfolio or are under consideration for inclusion in a Fund's portfolio; ii. formulate and implement a continuous investment program for each Fund that is consistent with the investment objectives and related investment policies for such Fund as described in the applicable Trust's registration statement, as amended, copies of which shall be furnished to the Sub-adviser promptly upon amendment; iii. take whatever steps are necessary to implement these investment programs by the purchase and sale of securities, including the placing of orders for such purchases and sales; iv. regularly report to the Trustees of each Trust and to the Adviser with respect to the implementation of these investment programs; and v. provide assistance to each Trust's custodian regarding the fair value of securities held by each Fund for which market quotations are not readily available. b. The Sub-adviserSubadviser, at its expense, will furnish continuously an investment program for the Fund and will make investment decisions on behalf of the Fund and place all orders for the purchase and sale of portfolio securities and all other investments. The Subadviser will allocate all facilities and personnel necessary for the conduct of its duties under this Agreement. In the performance of its duties, the Subadviser will comply with (1) the provisions of the Trust’s Agreement and Declaration of Trust and By-laws, and the investment objectives, policies and management facilitiesrestrictions of the Fund as set forth in its current Prospectus and Statement of Additional Information (copies of which will be supplied to the Subadviser upon filing with the SEC), and any amendments to such Agreement and Declaration of Trust, By-laws, investment objectives, policies and restrictions which the Trustees or the Adviser, as the case may be, may from time to time determine, as promptly as practicable after such amendments have been communicated to the Subadviser in writing, and (2) other policies which the Trustees may from time to time determine, as promptly as practicable after such policies have been communicated to the Subadviser in writing. The Subadviser and the Adviser shall each make its officers and employees and any information reasonably requested available to the other from time to time at reasonable times to review investment policies of the Fund, to facilitate the Adviser’s monitoring of the Subadviser, and to consult with each other regarding the investment affairs of the Fund. (b) The Subadviser shall bear its own expenses in providing services pursuant to this Agreement, including salaries of personnel its personnel. The Subadviser shall not be obligated to pay any expenses of the Adviser, the Trust or the Fund, including without limitation (i) interest and taxes; (ii) brokerage commissions and other costs in connection with the purchase and sale of securities and other investment instruments of the Fund; and (iii) custodian fees and expenses. The Subadviser shall not be obligated to pay any expenses of or for the Fund not expressly assumed by the Subadviser pursuant to this Section 1. Any reimbursement of management or other fees required for it by an expense limitation or waiver provision, and any liability arising out of a violation by the Adviser of Section 36(b) of the 1940 Act, shall be the sole responsibility of the Adviser, provided that nothing herein shall relieve the Subadviser from its own liability under Section 36(b) of the 1940 Act with respect to execute its duties faithfullyunder this Agreement. c. The Sub-adviser will select (c) In the selection of brokers or dealers and dealers the placing of orders for the purchase and sale of portfolio investments for the Fund, the Subadviser shall use its best efforts to effect all transactions subject obtain for the Fund the most favorable price and execution available, except to the following conditions: The Sub-adviser will place all necessary orders with brokersextent it may be permitted to pay higher brokerage commissions for brokerage and research services as described below. In using its best efforts to obtain for the Fund the most favorable price and execution available, dealersthe Subadviser, or issuers and will negotiate brokerage commissions, if applicable. The Sub-adviser is directed bearing in mind the Fund’s best interests at all times to seek to execute brokerage transactions times, shall consider all factors it deems relevant, including, by way of illustration, price, the size of the transaction, the nature of the market for each Fund in accordance with such policies the security, the amount of the commission, the timing of the transaction taking into account market prices and trends, the execution capability, reputation, experience and financial stability of the broker or practices as may be established dealer involved and the quality of service rendered by the Trustees and described broker or dealer in the applicable Trust's registration statement, as amended, and consistent with its fiduciary obligation to seek best executionother transactions. Subject to such policies established from time to time by as the Board of Trustees of the TrustsTrust may determine and communicate to the Subadviser in writing, the Sub-adviser may Subadviser shall not be deemed to have acted unlawfully or to have breached any duty created by this Agreement or otherwise solely by reason of its having caused the Fund to pay a broker-broker or dealer which that provides brokerage and research and brokerage services a higher spread to the Subadviser or its affiliates an amount of commission for effecting a particular portfolio investment transaction than otherwise might in excess of the amount of commission another broker or dealer would have been charged by another broker-dealer for effecting that transaction, if the Sub-adviser Subadviser determines in good faith that the higher spread or such amount of commission is was reasonable in relation to the value of the brokerage and research services that provided by such broker-dealer providesbroker or dealer, viewed in terms of either the that particular transaction or the Sub-adviser's Subadviser’s overall responsibilities with respect to accounts managed by the Sub-adviser. The Sub-adviser may use for the benefit of the Sub-adviser's other clients, or make available Fund and to companies affiliated with the Sub-adviser or to its directors for the benefit of their clients, any such brokerage and research services that the Sub-adviser obtains from brokers or dealers. d. On occasions when the Sub-adviser deems the purchase or sale of a security to be in the best interest of a Fund as well as other clients of the Sub-adviserSubadviser and its affiliates as to which the Subadviser or its affiliates exercise investment discretion. (d) The Subadviser may execute Fund documentation, the Sub-adviseragreements, contracts and other documents requested by brokers, dealers, counterparties and other persons in connection with its providing investment advisory services to the extent permitted by applicable laws and regulations, may, but Fund. (e) Nothing herein shall be under no obligation to, aggregate considered as constituting the securities to be purchased Subadviser as an agent for the Adviser or sold to attempt to obtain a more favorable price the Fund or lower brokerage commissions and efficient execution. In such event, allocation of the securities so purchased Trust or sold, as well as the expenses incurred in the transaction, will be made by the Sub-adviser in the manner the Sub-adviser considers to be the most equitable and consistent with its fiduciary obligations to each Fund and to its anything other clients. e. The Sub-adviser will maintain all accounts, books and records than an independent contractor with respect to each the Adviser or the Fund as are required or the Trust. (f) The Subadviser makes no representation or warranty, express or implied, that any level of an performance or investment sub-adviser of a registered investment company pursuant results will be achieved by the Fund or that the Fund will perform comparably with any standard, including other funds managed by the Subadviser. (g) The Subadviser will provide such access to the Investment Company Act Subadviser’s chief compliance officer and such compliance-related information concerning the Subadviser’s services to the Fund under this Agreement as may reasonably be requested by the chief compliance officer of 1940the Adviser or of the Fund, as amended (the "Investment Company Act") and Investment Advisers Act of 1940, as amended (the "Investment Advisers Act") and the rules thereundercase may be. f. The Sub-adviser shall vote proxies relating to each Fund's investment securities in accordance with the applicable Trust's proxy voting policies and procedures, which provide that the Sub-adviser shall vote all proxies relating to securities held by a Fund and, subject to the applicable Trust's policies and procedures, shall use proxy voting policies and procedures adopted by the Sub-adviser in conformance with Rule 206(4)-6 under the Investment Advisers Act. The Sub-adviser shall review its proxy voting activities on a periodic basis with the Trustees and with the Adviser.

SERVICES TO BE RENDERED BY THE SUB. ADVISER TO THE TRUSTS AND THE FUNDSADVISER a. (a) Subject always to the direction and control supervision of the Trustees of each Trust, Adviser and the Sub-adviser shall have investment discretion over the assets of each Fund Board and will manage the investments and determine the composition of these assets in accordance consistent with the applicable Trust's registration statement, as amended. In fulfilling its obligations fiduciary duties to manage the investments and reinvestments of the assets of each Fund, the Sub-adviser willAdviser shall manage the investment operations and determine the composition of the assets assigned to the Sub-Adviser by the Adviser ("portfolio") of each Fund, including the purchase, retention and disposition of the securities and other instruments held by the Fund, in accordance with such Fund's investment objective and policies as stated in the then-current prospectus ("PROSPECTUS") and Statement of Additional Information ("SAI") for such Fund contained in the Trust's Registration Statement on Form N-1A (the "REGISTRATION STATEMENT"), as such Prospectus and SAI are amended or supplemented from time to time. As part of the services it will provide hereunder, the Sub-Adviser shall: i. obtain and evaluate pertinent economic, statistical, financial and other information affecting the economy generally and individual companies or industries the securities (i) provide supervision of which are included in a each Fund's portfolio or are under consideration for inclusion in a Fund's portfolio; ii. formulate and implement investments, furnish a continuous investment program for the Funds, determine from time to time what investments or securities will be purchased, retained or sold by the Funds, and what portion of the assets will be invested or held uninvested as cash; (ii) maintain books and records with respect to the Trust's securities transactions and keep the Board and the Adviser fully informed on an ongoing basis as agreed by the Adviser and the Sub-Adviser of all material facts concerning the investment and reinvestment of the assets in the Funds, the Sub-Adviser and its key investment personnel and operations providing services with respect to the Fund; make regular and periodic special written reports of such additional information concerning the same as may reasonably be requested from time to time by the Adviser or the Board, and the Sub-Adviser will attend meetings with the Adviser and/or the Trustees, as reasonably requested, to discuss the foregoing; (iii) in accordance with procedures and methods established by the Board, which may be amended from time to time, provide assistance in determining the fair value of all securities and other investments/assets in the Funds, as necessary, and use reasonable efforts to arrange for the provision of valuation information or a price(s) from a party(ies) independent of the Sub-Adviser for each security or other investment/asset in the Fund for which market prices are not readily available, it being understood that the Sub-Adviser shall not be responsible for determining the value of any such security; (iv) provide any and all material composite performance information, records and supporting documentation about accounts the Sub-Adviser manages, if appropriate, which are relevant to the Fund and that have investment objectives, policies, and strategies substantially similar to those employed by the Sub-Adviser in managing the Fund that may be reasonably necessary, under applicable laws, to allow the Fund or its agent to present information concerning the Sub-Adviser's prior performance in the Trust's Prospectus and SAI (as hereinafter defined) and any permissible reports and materials prepared by the Fund or its agent; (v) cooperate with and provide reasonable assistance to the Adviser, the Trust's administrator, the Trust's custodian and foreign custodians, the Trust's transfer agent and pricing agents and all other agents and representatives of the Trust that the Adviser and Sub-Adviser shall agree, and the Adviser upon request from such person, shall keep all such persons fully informed as to such matters as they may reasonably deem necessary to the performance of their obligations to the Trust and the Adviser, provide prompt responses to reasonable requests made by such persons and maintain any appropriate interfaces with each so as to promote the efficient exchange of information; and (vi) the Sub-Adviser shall initially determine and make such modifications to the identity and number of shares of the Deposit Securities and the Fund Securities required for a Fund Deposit or Redemption for each Fund that is consistent as may be necessary as a result of rebalancing adjustments and corporate action events (and may give directions to the Trust's Custodian with respect to such designation) (capitalized terms have the meaning set forth in the Funds' prospectus). (b) In furnishing services hereunder, the Sub-Adviser shall be subject to, and shall perform its responsibilities in accordance with the investment objectives following: (i) the Trust's Agreement and related investment policies for such Fund Declaration of Trust, as described in the same may be hereafter modified and/or amended from time to time ("TRUST DECLARATION"); (ii) the By-Laws of the Trust, as the same may be hereafter modified and/or amended from time to time ("BY-LAWS"); (iii) the Prospectus and SAI of the Trust filed with the Securities and Exchange Commission ("SEC") and delivered to the Sub-Adviser, as the same may be hereafter modified, amended and/or supplemented; (iv) the Investment Company Act, the Advisers Act, the applicable Trust's registration statementprovisions of the Internal Revenue Code of 1986, as amended, copies and the Commodities Exchange Act and the rules under each, and all other federal and state laws or regulations applicable to the Trust and the Fund(s); (v) the terms and conditions of which shall be furnished exemptive and no-action relief granted to the Trust as amended from time to time; (vi) the Trust's policies and procedures adopted from time to time by the Board; and (vii) the written instructions of the Adviser. Prior to the commencement of the Sub-adviser promptly upon amendment; iii. take whatever steps are necessary to implement these investment programs Adviser's services hereunder, the Adviser shall provide the Sub-Adviser with current copies of the Trust Declaration, By-Laws, Prospectus and SAI and other relevant policies and procedures adopted by the purchase Board and sale of securities, including by applicable exemptive and no action relief. The Adviser undertakes to provide the placing of orders for such purchases and sales; iv. regularly report to the Trustees of each Trust and to the Sub-Adviser with respect copies or other written notice of any amendments, modifications or supplements to the implementation of these investment programs; and v. provide assistance to each Trust's custodian regarding the fair value of securities held by each Fund for which market quotations are not readily availableany such above-mentioned document. b. (c) In furnishing services hereunder, the Sub-Adviser will not consult with any other investment adviser to (i) the Fund, (ii) any other Fund of the Trust or (iii) any other investment company under common control with the Trust concerning transactions of the Fund in securities or other assets. (This shall not be deemed to prohibit the Sub-Adviser from consulting with any of its affiliated persons concerning transactions in securities or other assets. This also shall not be deemed to prohibit the Sub-Adviser from consulting with any of the other covered advisers concerning compliance with paragraphs (a) and (b) of Rule 12d3-1 under the Investment Company Act.) (d) The Sub-adviserAdviser, at its expense, will furnish furnish: (i) all necessary investment facilities and management personnel, including salaries, expenses and fees of any personnel required for the Sub-Adviser to faithfully perform its duties under this Agreement; and (ii) administrative facilities, including salaries bookkeeping, and all equipment necessary for the efficient conduct of personnel required for it to execute its the Sub-Adviser's duties faithfullyunder this Agreement. c. (e) The Sub-adviser Adviser will select brokers and dealers to effect all portfolio transactions subject to the following conditions: conditions set forth herein which may include brokers and dealers affiliated with the Sub-Adviser if and as permitted by applicable law. The Sub-adviser Adviser will place all necessary orders with brokers, dealers, or issuers issuers, and will negotiate brokerage commissions, if applicable. The Sub-adviser Adviser is directed at all times to seek to execute brokerage transactions for each Fund (i) in accordance with such policies any written policies, practices or practices as procedures that may be established by the Trustees and described in Board or the applicable Trust's registration statement, as amended, and consistent with its fiduciary obligation to seek best execution. Subject to policies established Adviser from time to time by and which have been provided to the Board Sub-Adviser or (ii) as described in the Trust's Prospectus and SAI. In placing any orders for the purchase or sale of Trustees investments for each Fund, in the name of the TrustsFund or its nominees, the Sub-adviser may Adviser shall seek to achieve for the Fund "best execution", considering all of the circumstances, and shall maintain records adequate to demonstrate compliance with this requirement. In no instance will portfolio securities be purchased from or sold to the Sub-Adviser, or any affiliated person thereof, except in accordance with the Investment Company Act, the Advisers Act and the rules under each, and all other federal and state laws or regulations applicable to the Trust and the Fund. (f) Subject to the appropriate policies and procedures approved by the Board, the Sub-Adviser may, to the extent consistent with the safe harbor set forth in Section 28(e) of the Securities Exchange Act of 1934, as amended ("EXCHANGE ACT"), cause each Fund to pay a brokerbroker or dealer that provides brokerage or research services to the Adviser, the Sub-dealer which provides research and brokerage services a higher spread Adviser or the Fund an amount of commission for effecting a particular portfolio transaction than otherwise might in excess of the amount of commission another broker or dealer would have been charged by another broker-dealer for effecting that transaction if the Sub-adviser determines Adviser determines, in good faith, that the higher spread or such amount of commission is reasonable in relation relationship to the value of the such brokerage and or research services that such broker-dealer provides, provided viewed in terms of either the that particular transaction or the Sub-adviserAdviser's overall responsibilities to the Fund or its other advisory clients. To the extent consistent with respect to accounts managed by Section 28(e) and the Board, the Sub-adviserAdviser shall not be deemed to have acted unlawfully or to have breached any duty created by this Agreement or otherwise solely by reason of such action. The Sub-adviser Subject to seeking best execution, the Board or the Adviser may use for the benefit of authorize, but not require, the Sub-adviser's other clients, or make available Adviser to companies affiliated with effect transactions in portfolio securities through broker-dealers in a manner that will help generate resources to pay the Sub-adviser or to its directors for the benefit cost of their clients, any such brokerage and research services certain expenses that the Sub-adviser obtains from brokers Trust is required to pay or dealersfor which the Trust is required to arrange payment. d. (g) On occasions when the Sub-adviser Adviser deems the purchase or sale of a security to be in the best interest of a Fund the Fund(s) as well as other clients of the Sub-adviserAdviser and its affiliates, the Sub-adviser, Adviser to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities to be purchased or sold to attempt to obtain a more favorable price or lower brokerage commissions and efficient execution. In such event, allocation Allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Sub-adviser Adviser in the manner which the Sub-adviser Adviser considers to be the most equitable and consistent with its fiduciary obligations to each Fund and to its other clientsclients over time. The Adviser agrees that the Sub-Adviser and its affiliates may give advice and take action in the performance of their duties with respect to any of their other clients that may differ from advice given, or the timing or nature of actions taken, with respect to the Fund. The Adviser also acknowledges that the Sub-Adviser and its affiliates are fiduciaries to other entities, some of which have the same or similar investment objectives (and will hold the same or similar investments) as the Fund, and that the Sub-Adviser will carryout its duties hereunder together with its duties under such relationships. Nothing in this Agreement shall be deemed to confer upon the Sub-Adviser any obligation to purchase or to sell or to recommend for purchase or sale for the Fund any investment that the Sub-Adviser, its affiliates, officers or employees may purchase or sell for its or their own account or for the account of any client, if in the sole and absolute discretion of the Sub-Adviser it is for any reason impractical or undesirable to take such action or make such recommendation for the Fund. e. (h) The Sub-adviser Adviser will maintain all accounts, books and records with respect to each Fund as are required of an investment sub-adviser of a registered investment company pursuant to the Investment Company Act of 1940, as amended (the "Investment Company Act") and Investment Advisers Act of 1940, as amended (the "Investment Advisers Act") and the rules thereunderthereunder and shall file with the SEC all forms pursuant to Section 13 of the Exchange Act, with respect to its duties as are set forth herein. f. (i) The Sub-adviser Adviser will, unless and until otherwise directed by the Adviser or the Board and consistent with seeking the best interests of each Fund, exercise (or not exercise in its discretion) all rights of security holders with respect to securities held by each Fund, including, but not limited to: voting proxies, converting, tendering, exchanging or redeeming securities; acting as a claimant in class action litigation (including litigation with respect to securities previously held); and exercising rights in the context of a bankruptcy or other reorganization. Unless the Adviser or the Board gives written instructions to the contrary, the Sub-Adviser shall vote all proxies relating solicited by or with respect to each Fund's investment the issuers of securities in which assets of the Fund may be invested in accordance with the applicable TrustSub-Adviser's proxy voting policies and proceduresguidelines, a copy of which provide that the Sub-adviser shall vote all proxies relating has been provided to securities held by a Fund and, subject to the applicable Trust's policies and procedures, shall use proxy voting policies and procedures adopted by the Sub-adviser in conformance with Rule 206(4)-6 under the Investment Advisers Act. The Sub-adviser shall review its proxy voting activities on a periodic basis with the Trustees and with the Adviser.

SERVICES TO BE RENDERED BY THE SUB. ADVISER TO THE TRUSTS AND THE FUNDS a. Subject always Adviser to the direction and control of the Trustees of Trust A. As investment sub-adviser to each TrustFund, the Sub-adviser shall have Adviser will coordinate and monitor the investment discretion over and reinvestment of the assets of each Fund and will manage the investments and determine the composition of these assets in accordance with the applicable Trust's registration statement, as amended. In fulfilling its obligations to manage the investments and reinvestments of the assets of each Fund, subject always to the supervision and control of the Adviser and the Board. B. As part of the services it will provide hereunder, the Sub-adviser Adviser will: i. (i) obtain and evaluate pertinent economic, statistical, financial financial, and other information affecting the economy generally and individual companies or industries industries, the securities of which are included in a Fund's portfolio each Fund or are under consideration for inclusion in a each Fund's portfolio; (ii. ) formulate and implement a continuous investment program and make investment decisions for all assets in each Fund that is consistent with the investment objectives and related investment policies for such Fund as described in the applicable Trust's registration statement, as amended, copies of which shall be furnished to the Sub-adviser promptly upon amendmentFund; (iii. ) take whatever steps are necessary to implement these the investment programs program for each Fund by placing all orders, on behalf of each Fund, for the purchase and sale of securitiessecurities and other property and investments, including issuing directives to the placing administrator of the Trust as necessary for the appropriate implementation of the investment program of each Fund; (iv) use the same skill and care in providing its services as it uses in providing services to its other similar client mandates for which it has investment responsibilities; (v) keep the Board and the Adviser fully informed in writing on an ongoing basis of all material facts concerning the investment and reinvestment of the assets in each Fund, the Sub-Adviser and its key investment personnel and operations; make regular and periodic special written reports of such additional information concerning the same as may reasonably be requested from time to time by the Adviser or the Board; and attend meetings with the Adviser and/or the Board, as reasonably requested, to discuss the foregoing; (vi) cooperate fully with the Trust’s Chief Compliance Officer in executing his/her responsibilities to monitor service providers of each Fund pursuant to Rule 38a-1 under the Investment Company Act, including but not limited to providing compliance and reporting information as reasonably requested by the Adviser and the Board; (vii) in accordance with procedures and methods established by the Board, which may be amended from time to time, provide assistance in determining the fair value of securities and other investments/assets in each Fund, as necessary, and use reasonable efforts to arrange for the provision of valuation information or a price(s) from a party(ies) independent of the Sub-Adviser for each security or other investment/asset in each Fund for which market prices are not readily available. In addition, the Sub-Adviser shall provide the Trust’s custodian on each business day with information relating to all transactions concerning each Fund’s assets under the Sub-Adviser’s supervision, and shall promptly provide Adviser with such information upon the reasonable request of the Adviser; (viii) provide any and all material composite performance information, records and supporting documentation about accounts the Sub-Adviser manages, if appropriate, which are relevant to each Fund and that have investment objectives, policies, and strategies substantially similar to those employed by the Sub-Adviser in managing each Fund that may be reasonably necessary, under applicable laws; and (ix) cooperate with and provide reasonable assistance to the Adviser, the Board, the Trust’s administrator, the Trust’s custodian and foreign custodians, the Trust’s transfer agent and pricing agents and all other agents and representatives of the Trust and the Adviser, keep all such persons fully informed as to such matters as they may reasonably deem necessary to the performance of their obligations to the Trust and the Adviser, provide prompt responses to reasonable requests made by such persons and maintain any appropriate interfaces with each so as to promote the efficient exchange of information. C. In furnishing services hereunder, the Sub-Adviser shall be subject to, and shall perform in compliance with the following: (i) the Trust’s Agreement and Declaration of Trust, as the same may be modified or amended from time to time (“Declaration”); (ii) the By-Laws of the Trust, as the same may be modified or amended from time to time (“By-Laws”); (iii) the stated investment objectives, policies and restrictions of each Fund and other matters contained in the currently effective Prospectus and Statement of Additional Information of the Trust filed with the Securities and Exchange Commission (“SEC”), as the same may be modified, amended or supplemented from time to time (“Prospectus and SAI”); (iv) the Investment Company Act, the Advisers Act, the Commodity Exchange Act, as amended (“CEA”) and the rules under each, and all other federal and state laws or regulations applicable to the Trust and each Fund; (v) any applicable controlling foreign laws, regulations and regulatory requirements as set forth by applicable foreign regulatory agencies; (vi) the Trust’s compliance and other policies and procedures adopted from time to time by the Board; and (vii) the instructions of the Adviser and the Board. Prior to the commencement of the Sub-Adviser’s services hereunder, the Adviser shall provide the Sub-Adviser with current copies of the Declaration, By-Laws, Prospectus and SAI, Fund compliance manual and other relevant policies and procedures that are adopted by the Board. The Adviser undertakes to provide the Sub-Adviser with copies or other written notice of any amendments, modifications or supplements to any such above-mentioned document. D. Without Adviser’s prior consent to each transaction, Sub-Adviser shall have full discretionary authority as agent and attorney-in-fact, with full power of substitution and full authority in each Fund’s name, to (a) buy, sell, hold, exchange, convert or otherwise deal in any manner in any assets; (b) place orders for the execution of such purchases assets and sales;other transactions with or through such brokers, dealers, counter-parties, issuers, agents or arrangers as Sub-Adviser may select; (c) execute, on behalf of a Fund, such brokerage, derivatives, subscription and other agreements and documents (including, without limitation, ISDA, LSTA, and/or Master Securities Forward Transaction Agreement or MSFTA documentation) as Sub-Adviser deems necessary or appropriate in connection with each Fund’s investment activities; and (d) negotiate, enter into, make and perform any other contracts, agreements or other undertakings it may deem advisable in connection with the performance of the Sub-Adviser’s duties hereunder. ivE. In furnishing services hereunder, the Sub-Adviser will not consult with any other sub-adviser to the Trust or the sub-adviser to any other investment company managed by the Adviser concerning transactions of each Fund in securities or other assets. regularly (This shall not be deemed to prohibit the Sub-Adviser from consulting with any of the other sub-advisers concerning compliance with paragraphs (a) and (b) of Rule 12d3-1 under the Investment Company Act. This shall also not be deemed to prohibit consultations between current and successor sub-advisers of a Fund in order to effect an orderly transition of sub-advisory duties so long as such consultations are not concerning transactions prohibited by Section 17(a) of the Investment Company Act.) F. Sub-Adviser and Adviser will each make its officers and employees available to the other from time to time at reasonable times to review investment policies of each Fund and to consult with each other regarding the investment affairs of each Fund. Sub-Adviser will report to the Trustees of each Trust Board and to the Adviser with respect to the implementation of these investment programs; and v. provide assistance to each Trust's custodian regarding such program as requested by the fair value of securities held by each Fund for which market quotations are not readily availableBoard or the Adviser. b. G. The Sub-adviserAdviser at its expense, will furnish: (i) all necessary facilities and personnel, including salaries, expenses, and fees of any personnel required for the Sub-Adviser to faithfully perform its duties under this Agreement; and (ii) administrative facilities, including bookkeeping, and all equipment necessary for the efficient conduct of the Sub-Adviser’s duties under this Agreement. The Sub-Adviser shall, at its expense, will furnish all necessary investment bear any fees or costs associated with regulatory investigations or litigation arising from or pertaining to (i) the services provided by the Sub-Adviser under the Agreement (but excluding litigation for services provided and/or fees charged by the Adviser); and management facilities(ii) the Sub-Adviser’s general business operations that require the involvement or participation of the Adviser, including salaries the Fund, and/or any Trustee of personnel required for it to execute its duties faithfullythe Fund. c. H. The Sub-adviser Adviser will select brokers and dealers to effect all portfolio transactions subject to the following conditions: conditions set forth herein. The Sub-adviser Adviser is granted authority to negotiate, open, continue and terminate brokerage accounts and other brokerage arrangements with respect to all portfolio transactions it enters into on behalf of each Fund. The Sub-Adviser will provide to the Adviser copies of all agreements regarding brokerage arrangements upon written request and subject to any confidentiality considerations. The Sub-Adviser will place all necessary orders with brokers, dealers, or issuers issuers, and will negotiate brokerage commissions, if applicable. The Sub-adviser Adviser is directed at all times to seek to execute brokerage transactions for each Fund (i) in accordance with such policies any written policies, practices or practices as procedures that may be established by the Trustees and described in Board or the applicable Trust's registration statement, as amended, and consistent with its fiduciary obligation to seek best execution. Subject to policies established Adviser from time to time by and which have been provided to the Board Sub-Adviser or (ii) as described in the Trust’s Prospectus and SAI. In placing any orders for the purchase or sale of Trustees of the Trustssecurities and instruments for each Fund, the Sub-adviser may pay a Adviser is hereby authorized, to the extent permitted by applicable law, to aggregate the securities and instruments to be so purchased or sold and shall use its best efforts to obtain for each Fund best price and execution, considering all of the circumstances, and shall maintain records adequate to demonstrate compliance with this requirement. Consistent with this policy, the Sub-Adviser, in selecting broker-dealers and negotiating commission rates, will take all relevant factors into consideration, including but not limited to: the best price available; the reliability, integrity and financial condition of the broker-dealer; the size of and difficulty in executing the order; the broker’s execution capabilities; any research provided by the broker that aids the Sub-Adviser’s investment decision-making process and the value of the expected contribution of the broker-dealer which to the investment performance of the applicable Fund on a continuing basis. I. Subject to such policies and procedures as the Board may determine, the Sub-Adviser may, to the extent authorized by Section 28(e) of the Securities Exchange Act of 1934, as amended (“Exchange Act”), and as interpreted by the SEC or its staff, cause each Fund to pay a broker or dealer that provides brokerage or research services to the Adviser, the Sub-Adviser and brokerage services a higher spread or the Fund an amount of commission for effecting a particular portfolio investment transaction than otherwise might have been charged by in excess of the amount of commission another broker-dealer would have charged for effecting that transaction, if the Sub-adviser Adviser determines in good faith that the higher spread or such amount of commission is reasonable in relation to the value of the brokerage and or research services that provided by such broker-dealer providesdealer, viewed in terms of either the that particular investment transaction or the Sub-adviser's Adviser’s overall responsibilities with respect to each Fund and other accounts managed to which the Sub-Adviser exercises investment discretion (as such term is defined in Section 3(a)(35) of the Exchange Act). Allocation of orders placed by the Sub-adviserAdviser on behalf of each Fund to such broker-dealers shall be in such amounts and proportions as the Sub-Adviser shall determine in good faith in conformity with its responsibilities under applicable laws, rules and regulations. The Sub-adviser Adviser will submit reports on such allocations to the Adviser or the Board as reasonably requested by the Adviser or the Board, in such form as may use for be mutually agreed to by the benefit of parties hereto, indicating the Subbroker-adviser's other clients, or make available dealers to companies affiliated with whom such allocations have been made and the Sub-adviser or to its directors for basis therefor. To the benefit of their clients, any such brokerage extent authorized by Section 28(e) and research services that the Sub-adviser obtains from brokers or dealers. d. On occasions when the Sub-adviser deems the purchase or sale of a security to be in the best interest of a Fund as well as other clients of the Sub-adviserTrust’s Board, the Sub-adviserAdviser shall not be deemed to have acted unlawfully or to have breached any duty created by this Agreement or otherwise solely by reason of such action. Subject to seeking best price and execution, to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate Board or the securities to be purchased or sold to attempt to obtain a more favorable price or lower brokerage commissions and efficient execution. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by Adviser may direct the Sub-adviser Adviser to effect transactions in portfolio securities through broker-dealers in a manner that will help generate resources to pay the manner cost of certain expenses that the Sub-adviser considers Trust is required to be pay or for which the most equitable and consistent with its fiduciary obligations Trust is required to each Fund and to its other clientsarrange payment. e. J. The Sub-adviser Adviser will maintain all accounts, books and records with respect to each Fund as are required of an investment sub-adviser of a registered investment company pursuant to the Investment Company Act of 1940Act, as amended (the "Investment Company Act") and Investment Advisers Act of 1940, as amended (the "Investment Advisers Act") , and Commodity Exchange Act and the rules thereunder, will furnish the Adviser and the Board such periodic and special reports as they may reasonably request, and shall timely file with the SEC all forms pursuant to Section 13 of the Exchange Act, with respect to its duties as are set forth herein. f. K. The Sub-adviser Adviser shall ensure that each Fund complies with the provisions of Section 851 and Section 817(h) of the Code and the regulations thereunder, including, but not limited to, Treas. Reg. Section 1.817-5. Sub-Adviser shall be responsible for the correction of any failure under the provisions cited above attributable to its actions whether in good faith, negligent, or reckless disregard, including any penalties, taxes, and interest and for any other obligations to Contract-owners and insurance company investors in each Fund. L. The Sub-Adviser will, unless and until otherwise directed by the Adviser or the Board, vote proxies relating with respect to each Fund's investment ’s securities and exercise rights in corporate actions or otherwise in accordance with the applicable Trust's Sub-Adviser’s proxy voting policies and proceduresguidelines, as amended from time to time, which provide that shall be provided to the Trust and the Adviser. M. The Sub-Adviser may execute on behalf of each Fund certain agreements, instruments and documents in connection with the services performed by it under this Agreement. These may include, without limitation, brokerage agreements, clearing agreements, account documentation, futures and options agreements, swap agreements, other investment-related agreements, and any other agreements, documents or instruments the Sub-adviser shall vote all proxies relating to securities held by a Fund and, subject Adviser believes are appropriate or desirable in performing its duties under this Agreement. N. The Sub-Adviser will provide to the applicable Trust's policies Adviser (i) a completed monthly compliance checklist developed for each Fund by Adviser and proceduresSub-Adviser, shall use proxy voting policies (ii) quarterly reports developed for each Fund by Adviser and procedures adopted Sub-Adviser, and (iii) other compliance and reporting information as reasonably requested by the Adviser or the Board of Trustees from time-to-time. O. The Sub-Adviser will review each Fund’s investment-related risk disclosures in the Prospectus and SAI, and the Sub-adviser in conformance with Rule 206(4)-6 under Adviser will certify to the Investment Advisers Act. The Adviser on a quarterly basis that, based on the Sub-adviser shall review its proxy voting activities on a periodic basis with Adviser’s knowledge after due inquiry including consideration of market conditions, such disclosures appropriately address current market conditions affecting investments in the Trustees and with the AdviserFund.

SERVICES TO BE RENDERED BY THE SUB. ADVISER TO THE TRUSTS AND THE FUNDS a. Subject always to the direction and control of the Trustees of each Trust, the Sub-adviser shall have investment discretion over the assets of each Fund and will manage the investments and determine the composition of these assets in accordance with the applicable Trust's registration statement, as amended. In fulfilling its obligations to manage the investments and reinvestments of the assets of each Fund, the Sub-adviser will: i. obtain and evaluate pertinent economic, statistical, financial and other information affecting the economy generally and individual companies or industries the securities of which are included in a Fund's portfolio or are under consideration for inclusion in a Fund's portfolio; ii. formulate and implement a continuous investment program for each Fund that is consistent with the investment objectives and related investment policies for such Fund as described in the applicable Trust's registration statement, as amended, copies of which shall be furnished to the Sub-adviser promptly upon amendment; iii. take whatever steps are necessary to implement these investment programs by the purchase and sale of securities, including the placing of orders for such purchases and sales; iv. regularly report to the Trustees of each Trust and to the Adviser with respect to the implementation of these investment programs; and v. provide assistance to each Trust's custodian regarding the fair value of securities held by each Fund for which market quotations are not readily available. b. The Sub-adviser, at its expense, will furnish all necessary investment and management facilities, including salaries of personnel required for it to execute its duties faithfully. c. The Sub-adviser will select brokers and dealers to effect all transactions subject to the following conditions: The Sub-adviser will place all necessary orders with brokers, dealers, or issuers and will negotiate brokerage commissions, if applicable. The Sub-adviser is directed at all times to seek to execute brokerage transactions for each Fund in accordance with such policies or practices as may be established by the Trustees and described in the applicable Trust's registration statement, as amended, and consistent with its fiduciary obligation to seek best execution. Subject to policies established from time to time by the Board of Trustees of the Trusts, the Sub-adviser may pay a broker-dealer which provides research and brokerage services a higher spread or commission for a particular transaction than otherwise might have been charged by another broker-dealer if the Sub-adviser determines that the higher spread or commission is reasonable in relation to the value of the brokerage and research services that such broker-dealer provides, viewed in terms of either the particular transaction or the Sub-adviser's overall responsibilities with respect to accounts managed by the Sub-adviser. The Sub-adviser may use for the benefit of the Sub-adviser's other clients, or make available to companies affiliated with the Sub-adviser or to its directors for the benefit of their clients, any such brokerage and research services that the Sub-adviser obtains from brokers or dealers. d. On occasions when the Sub-adviser deems the purchase or sale of a security to be in the best interest of a Fund as well as other clients of the Sub-Sub- adviser, the Sub-adviser, to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities to be purchased or sold to attempt to obtain a more favorable price or lower brokerage commissions and efficient execution. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Sub-adviser in the manner the Sub-adviser considers to be the most equitable and consistent with its fiduciary obligations to each Fund and to its other clients. e. The Sub-adviser will maintain all accounts, books and records with respect to each Fund as are required of an investment sub-adviser of a registered investment company pursuant to the Investment Company Act of 1940, as amended (the "Investment Company Act") and Investment Advisers Act of 1940, as amended (the "Investment Advisers Act") and the rules thereunder. f. The Sub-adviser shall vote proxies relating to each Fund's investment securities in accordance with the applicable Trust's proxy voting policies and procedures, which provide that the Sub-adviser shall vote all proxies relating to securities held by a Fund and, subject to the applicable Trust's policies and procedures, shall use proxy voting policies and procedures adopted by the Sub-adviser in conformance with Rule 206(4)-6 under the Investment Advisers Act. The Sub-adviser shall review its proxy voting activities on a periodic basis with the Trustees and with the Adviser.

SERVICES TO BE RENDERED BY THE SUB. ADVISER TO THE TRUSTS AND THE FUNDSTRUST a. Subject always A. As an investment adviser to the direction and control of the Trustees of each TrustFund, the Sub-adviser shall have Adviser will coordinate the investment discretion over and reinvestment of the assets of each Fund and will manage the investments Allocated Portion and determine the composition of these assets in accordance with the applicable Trust's registration statement, as amended. In fulfilling its obligations to manage the investments and reinvestments of the assets of each Fundthe Allocated Portion, subject always to the supervision and control of the Adviser and the Trustees of the Trust. B. As part of the services it will provide hereunder, the Sub-adviser Adviser will: i. (i) obtain and evaluate evaluate, to the extent deemed necessary and advisable by the Sub-Adviser in its discretion, pertinent economic, statistical, financial financial, and other information affecting the economy generally and individual companies or industries industries, the securities of which are included in a Fund's portfolio the Allocated Portion or are under consideration for inclusion in a Fund's portfoliothe Allocated Portion; (ii. ) formulate and implement a continuous investment program for each Fund that is consistent with the investment objectives and related investment policies for such Fund as described in the applicable Trust's registration statement, as amended, copies of which shall be furnished to the Sub-adviser promptly upon amendmentAllocated Portion; (iii. ) take whatever steps are necessary to implement these the investment programs program for the Allocated Portion by arranging for the purchase and sale of securities, including securities and other investments and issuing directives to the placing administrator of orders the Trust as necessary for such purchases and salesthe appropriate implementation of the investment program of the Allocated Portion; (iv. regularly report to ) keep the Trustees of each the Trust and to the Adviser fully informed in writing on an ongoing basis as agreed by the Adviser and Sub-Adviser of all material facts concerning the investment and reinvestment of the assets in the Allocated Portion, the Sub-Adviser and its key investment personnel and operations, make periodic and special written reports of such additional information concerning the same as may reasonably be requested from time to time by the Adviser or the Trustees of the Trust and the Sub-Adviser will attend meetings with respect the Adviser and/or the Trustees, as reasonably requested, to discuss the implementation of these investment programs; andforegoing; v. (v) provide reasonable assistance to each Trust's custodian regarding in determining the fair value of certain portfolio securities held by each Fund for which when market quotations are not readily availableavailable for the purpose of calculating the Allocated Portion’s net asset value in accordance with procedures and methods established by the Trustees of the Trust; (vi) provide any and all material composite performance information, records and supporting documentation about accounts the Sub-Adviser manages, if appropriate, which are relevant to the Allocated Portion and that have investment objectives, policies, and strategies substantially similar to those employed by the Sub-Adviser in managing the Allocated Portion that may be reasonably necessary, under applicable laws, to allow the Fund or its agent to present information concerning Sub-Adviser’s prior performance in the Trust’s Prospectus and SAI (as hereinafter defined) and any permissible reports and materials prepared by the Fund or its agent; and (vii) cooperate with and provide reasonable assistance to the Adviser, the Trust’s administrator, the Trust’s custodian and foreign custodians, the Trust’s transfer agent and pricing agents and all other agents and representatives of the Trust and the Adviser, keep all such persons fully informed as to such matters as they may reasonably deem necessary to the performance of their obligations to the Trust and the Adviser, provide prompt responses to reasonable requests made by such persons and maintain any appropriate interfaces with each so as to promote the efficient exchange of information. b. C. In furnishing services hereunder, the Sub-Adviser shall be subject to, and shall perform in accordance with the following: (i) the Trust’s Agreement and Declaration of Trust, as the same may be hereafter modified and/or amended from time to time (“Trust Declaration”); (ii) the By-Laws of the Trust, as the same may be hereafter modified and/or amended from time to time (“By-Laws”); (iii) the currently effective Prospectus and Statement of Additional Information of the Trust filed with the SEC and delivered to the Sub-Adviser, as the same may be hereafter modified, amended and/or supplemented (“Prospectus and SAI”); (iv) the Investment Company Act and the Advisers Act and rules under each, and all other federal and state laws or regulations applicable to the Trust and the Allocated Portion; (v) the Trust’s Compliance Manual and other policies and procedures adopted from time to time by the Board of Trustees of the Trust; and (vi) the written instructions of the Adviser. Prior to commencement of the Sub-Adviser’s services hereunder, the Adviser shall provide the Sub-Adviser with current copies of the Trust Declaration, By-Laws, Prospectus, SAI, Compliance Manual and other relevant policies and procedures adopted by the Board of Trustees. The Adviser undertakes to provide the Sub-Adviser with copies or other written notice of any amendments, modifications or supplements to any such above-mentioned document. D. In furnishing services hereunder, the Sub-Adviser will not consult with any other adviser to (i) the Fund, (ii) any other Fund of the Trust, or (iii) any other investment company under common control with the Trust concerning transactions of the Fund in securities or other assets. (This shall not be deemed to prohibit the Sub-Adviser from consulting with any of its affiliated persons concerning transactions in securities or other assets. This shall also not be deemed to prohibit the Sub-Adviser from consulting with any of the other covered advisers concerning compliance with paragraphs (a) and (b) of rule 12d3-1 of the Investment Company Act.) E. The Sub-adviserAdviser, at its expense, will furnish furnish: (i) all necessary investment facilities and management personnel, including salaries, expenses and fees of any personnel required for them to faithfully perform their duties under this Agreement; and (ii) administrative facilities, including salaries bookkeeping, clerical personnel and equipment necessary for the efficient conduct of personnel required for it to execute its the Sub-Adviser’s duties faithfullyunder this Agreement. c. F. The Sub-adviser Adviser will select brokers and dealers to effect all of the Allocated Portion’s transactions subject to the following conditions: conditions set forth herein. The Sub-adviser Adviser will place all necessary orders with brokers, dealers, or issuers issuers, and will negotiate brokerage commissions, if applicable. The Sub-adviser Adviser is directed at all times to seek to execute brokerage transactions for each Fund the Allocated Portion (i) in accordance with such policies any written policies, practices or practices as procedures that may be established by the Board of Trustees and described in or the applicable Trust's registration statement, as amended, and consistent with its fiduciary obligation to seek best execution. Subject to policies established Adviser from time to time and which have been provided to the Sub-Adviser or (ii) as described in the Trust’s Prospectus and SAI. In placing any orders for the purchase or sale of investments for the Fund, in the name of the Allocated Portion or its nominees, the Sub-Adviser shall use its best efforts to seek to obtain for the Allocated Portion the best execution available considering all of the circumstances, and shall maintain records adequate to demonstrate compliance with this requirement. In no instance will portfolio securities be purchased from or sold to the Sub-Adviser, or any affiliated person thereof, except in accordance with the Investment Company Act, the Advisers Act and the rules under each, and all other federal and state laws or regulations applicable to the Trust and the Allocated Portion. G. Subject to the appropriate policies and procedures approved by the Board of Trustees Trustees, Sub-Adviser may, to the extent authorized by Section 28(e) of the TrustsSecurities Exchange Act of 1934, as amended (“Exchange Act”) cause the Allocated Portion to pay a broker or dealer that provides brokerage or research services to the Adviser, the Sub-adviser may pay a broker-dealer which provides research Adviser and brokerage services a higher spread or the Allocated Portion an amount of commission for effecting a particular portfolio transaction than otherwise might in excess of the amount of commission another broker or dealer would have been charged by another broker-dealer for effecting that transaction if the Sub-adviser determines Adviser determines, in good faith, that the higher spread or such amount of commission is reasonable in relation relationship to the value of the such brokerage and or research services that such broker-dealer provides, provided viewed in terms of either the that particular transaction or the Sub-adviser's Adviser’s overall responsibilities with respect to accounts managed the Fund or its other advisory clients. To the extent authorized by Section 28(e) and the Trust’s Board of Trustees, the Sub-adviserAdviser shall not be deemed to have acted unlawfully or to have breached any duty created by this Agreement or otherwise solely by reason of such action. The Sub-adviser Subject to seeking the best execution, the Board of Trustees or the Adviser may use for the benefit of direct the Sub-adviser's other clients, Adviser to effect transactions in portfolio securities through broker-dealers in a manner that will help generate resources to pay the cost of certain expenses which the Trust is required to pay or make available for which the Trust is required to companies affiliated with the Sub-adviser or to its directors for the benefit of their clients, any such brokerage and research services that the Sub-adviser obtains from brokers or dealersarrange payment. d. H. On occasions when the an Sub-adviser Adviser deems the purchase or sale of a security to be in the best interest of a Fund the Allocated Portion as well as other clients of the Sub-adviserAdviser, the Sub-adviser, Adviser to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities to be purchased or sold to attempt to obtain a more favorable price or lower brokerage commissions and efficient execution. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Sub-adviser Adviser in the manner the such Sub-adviser Adviser considers to be the most equitable and consistent with its fiduciary obligations to each Fund the Allocated Portion and to its other clientsclients over time. The Adviser agrees that Sub-Adviser and its affiliates may give advice and take action in the performance of their duties with respect to any of their other clients that may differ from advice given, or the timing or nature of actions taken, with respect to the Allocated Portion. The Adviser also acknowledges that Sub-Adviser and its affiliates are fiduciaries to other entities, some of which have the same or similar investment objectives (and will hold the same or similar investments) as the Allocated Portion, and that Sub-Adviser will carry out its duties hereunder together with its duties under such relationships. Nothing in this Agreement shall be deemed to confer upon Sub-Adviser any obligation to purchase or to sell or to recommend for purchase or sale for the Allocated Portion any investment that Sub-Adviser, its affiliates, officers or employees may purchase or sell for its or their own account or for the account of any client, if in the sole and absolute discretion of Sub-Adviser it is for any reason impractical or undesirable to take such action or make such recommendation for the Allocated Portion. e. I. The Sub-adviser Adviser will maintain all accounts, books and records with respect to each Fund the Allocated Portion as are required of an investment sub-adviser of a registered investment company pursuant to the Investment Company Act of 1940, as amended (the "Investment Company Act") and Investment Advisers Act of 1940, as amended (the "Investment Advisers Act") and the rules thereunderthereunder and shall file with the SEC all forms pursuant to Section 13 of the Exchange Act, with respect to its duties as are set forth herein. f. J. The Sub-adviser shall Adviser will, unless and until otherwise directed by the Adviser or the Board of Trustees, vote proxies relating with respect to each Fund's investment the Allocated Portion’s securities and exercise rights in corporate actions or otherwise in accordance with the applicable Trust's Sub-Adviser’s proxy voting policies and proceduresguidelines, as amended from time to time, which provide that the Sub-adviser shall vote all proxies relating to securities held by a Fund and, subject be provided to the applicable Trust's policies Trust and procedures, shall use proxy voting policies and procedures adopted by the Sub-adviser in conformance with Rule 206(4)-6 under the Investment Advisers Act. The Sub-adviser shall review its proxy voting activities on a periodic basis with the Trustees and with the Adviser.

SERVICES TO BE RENDERED BY THE SUB. ADVISER TO THE TRUSTS AND THE FUNDSADVISER a. (a) Subject always to the direction and control supervision of the Trustees of each Trust, Adviser and the Sub-adviser shall have investment discretion over the assets of each Fund Board and will manage the investments and determine the composition of these assets in accordance consistent with the applicable Trust's registration statement, as amended. In fulfilling its obligations fiduciary duties to manage the investments and reinvestments of the assets of each Fund, the Sub-adviser willAdviser shall manage the investment operations and determine the composition of the assets assigned to the Sub-Adviser by the Adviser ("portfolio") of each Fund, including the purchase, retention and disposition of the securities and other instruments held by the Fund, in accordance with such Fund's investment objective and policies as stated in the then-current prospectus ("Prospectus") and Statement of Additional Information ("SAI") for such Fund contained in the Trust's Registration Statement on Form N-lA (the "Registration Statement"), as such Prospectus and SAI are amended or supplemented from time to time. As part of the services it will provide hereunder, the Sub-Adviser shall: i. obtain and evaluate pertinent economic, statistical, financial and other information affecting the economy generally and individual companies or industries the securities (i) provide supervision of which are included in a each Fund's portfolio or are under consideration for inclusion in a Fund's portfolio; ii. formulate and implement investments, furnish a continuous investment program for the Funds, determine from time to time what investments or securities will be purchased, retained or sold by the Funds, and what portion of the assets will be invested or held uninvested as cash; (ii) maintain books and records with respect to the Trust's securities transactions and keep the Board and the Adviser fully informed on an ongoing basis as agreed by the Adviser and the Sub-Adviser of all material facts concerning the investment and reinvestment of the assets in the Funds, the Sub-Adviser and its key investment personnel and operations providing services with respect to the Fund; make regular and periodic special written reports of such additional information concerning the same as may reasonably be requested from time to time by the Adviser or the Board, and the Sub-Adviser will attend meetings with the Adviser and/or the Trustees, as reasonably requested, to discuss the foregoing; (iii) in accordance with procedures and methods established by the Board, which may be amended from time to time, provide assistance in determining the fair value of all securities and other investments/assets in the Funds, as necessary, and use reasonable efforts to arrange for the provision of valuation information or a price(s) from a party(ies) independent of the Sub-Adviser for each security or other investment/asset in the Fund for which market prices are not readily available, it being understood that the Sub-Adviser shall not be responsible for determining the value of any such security; (iv) provide any and all material composite performance information, records and supporting documentation about accounts the Sub-Adviser manages, if appropriate, which are relevant to the Fund and that have investment objectives, policies, and strategies substantially similar to those employed by the Sub-Adviser in managing the Fund that is consistent may be reasonably necessary, under applicable laws, to allow the Fund, any "feeder" fund of the Fund, or their agents to present information concerning the Sub-Adviser's prior performance in the Trust's Prospectus and SAI (as hereinafter defined) and any permissible reports and materials prepared by the Fund, any "feeder" fund of the Fund or their agents; and (v) cooperate with and provide reasonable assistance to the Adviser, the Trust's administrator, the Trust's custodian and foreign custodians, the Trust's transfer agent and pricing agents and all other agents and representatives of the Trust that the Adviser and Sub-Adviser shall agree, and the Adviser upon request from such person, shall keep all such persons fully informed as to such matters as they may reasonably deem necessary to the performance of their obligations to the Trust and the Adviser, provide prompt responses to reasonable requests made by such persons and maintain any appropriate interfaces with each so as to promote the efficient exchange of information. (b) In furnishing services hereunder, the Sub-Adviser shall be subject to, and shall perform its responsibilities in accordance with the investment objectives following: (i) the Trust's Agreement and related investment policies for such Fund Declaration of Trust, as described in the same may be hereafter modified and/or amended from time to time ("Trust Declaration"); (ii) the By-Laws of the Trust, as the same may be hereafter modified and/or amended from time to time ("By-Laws"); (iii) the Prospectus and SAI of the Trust filed with the Securities and Exchange Commission ("SEC") and delivered to the Sub-Adviser, as the same may be hereafter modified, amended and/or supplemented; (iv) the Investment Company Act, the Advisers Act, the applicable Trust's registration statementprovisions of the Internal Revenue Code of 1986, as amended, copies and the Commodities Exchange Act and the rules under each, and all other federal and state laws or regulations applicable to the Trust and the Fund(s); (v) the terms and conditions of which shall be furnished exemptive and no-action relief granted to the Trust as amended from time to time; (vi) the Trust's policies and procedures adopted from time to time by the Board; and (vii) the written instructions of the Adviser. Prior to the commencement of the Sub-adviser promptly upon amendment; iii. take whatever steps Adviser's services hereunder, the Adviser shall provide the Sub-Adviser with current copies of the Trust Declaration, By-Laws, Prospectus and SAI and other relevant policies and procedures that are necessary to implement these investment programs adopted by the purchase Board and sale of securities, including by applicable exemptive and no action relief. The Adviser undertakes to provide the placing of orders for such purchases and sales; iv. regularly report to the Trustees of each Trust and to the Sub-Adviser with respect copies or other written notice of any amendments, modifications or supplements to the implementation of these investment programs; and v. provide assistance to each Trust's custodian regarding the fair value of securities held by each Fund for which market quotations are not readily availableany such above-mentioned document. b. (c) In furnishing services hereunder, the Sub-Adviser will not consult with any other investment adviser to (i) the Fund, (ii) any other series of interests of the Trust or (iii) any other investment company under common control with the Trust concerning transactions of the Fund in securities or other assets. (This shall not be deemed to prohibit the Sub-Adviser from consulting with any of its affiliated persons concerning transactions in securities or other assets. This also shall not be deemed to prohibit the Sub-Adviser from consulting with any of the other covered advisers concerning compliance with paragraphs (a) and (b) of Rule 12d3-l under the Investment Company Act.) (d) The Sub-adviserAdviser, at its expense, will furnish furnish: (i) all necessary investment facilities and management personnel, including salaries, expenses and fees of any personnel required for the Sub-Adviser to faithfully perform its duties under this Agreement; and (ii) administrative facilities, including salaries bookkeeping, and all equipment necessary for the efficient conduct of personnel required for it to execute its the Sub-Adviser’s duties faithfullyunder this Agreement. c. (e) The Sub-adviser Adviser will select brokers and dealers to effect all portfolio transactions subject to the following conditions: conditions set forth herein which may include brokers and dealers affiliated with the Sub-Adviser if and as permitted by applicable law. The Sub-adviser Adviser will place all necessary orders with brokers, dealers, or issuers issuers, and will negotiate brokerage commissions, if applicable. The Sub-adviser Adviser is directed at all times to seek to execute brokerage transactions for each Fund (i) in accordance with such policies any written policies, practices or practices as procedures that may be established by the Trustees and described in Board or the applicable Trust's registration statement, as amended, and consistent with its fiduciary obligation to seek best execution. Subject to policies established Adviser from time to time by and which have been provided to the Board Sub-Adviser or (ii) as described in the Trust's Prospectus and SAI. In placing any orders for the purchase or sale of Trustees investments for each Fund, in the name of the TrustsFund or its nominees, the Sub-adviser may Adviser shall seek to achieve for the Fund "best execution", considering all of the circumstances, and shall maintain records adequate to demonstrate compliance with this requirement. In no instance will portfolio securities be purchased from or sold to the Sub-Adviser, or any affiliated person thereof, except in accordance with the Investment Company Act, the Advisers Act and the rules under each, and all other federal and state laws or regulations applicable to the Trust and the Fund. (f) Subject to the appropriate policies and procedures approved by the Board, the Sub-Adviser may, to the extent consistent with the safe harbor set forth in Section 28(e) of the Securities Exchange Act of 1934, as amended ("Exchange Act"), cause each Fund to pay a brokerbroker or dealer that provides brokerage or research services to the Adviser, the Sub-dealer which provides research and brokerage services a higher spread Adviser or the Fund an amount of commission for effecting a particular portfolio transaction than otherwise might in excess of the amount of commission another broker or dealer would have been charged by another broker-dealer for effecting that transaction if the Sub-adviser determines Adviser determines, in good faith, that the higher spread or such amount of commission is reasonable in relation relationship to the value of the such brokerage and or research services that such broker-dealer provides, provided viewed in terms of either the that particular transaction or the Sub-adviserAdviser's overall responsibilities to the Fund or its other advisory clients. To the extent consistent with respect to accounts managed by Section 28(e) and the Board, the Sub-adviserAdviser shall not be deemed to have acted unlawfully or to have breached any duty created by this Agreement or otherwise solely by reason of such action. The Sub-adviser Subject to seeking best execution, the Board or the Adviser may use for the benefit of authorize, but not require, the Sub-adviser's other clients, or make available Adviser to companies affiliated with effect transactions in portfolio securities through broker-dealers in a manner that will help generate resources to pay the Sub-adviser or to its directors for the benefit cost of their clients, any such brokerage and research services certain expenses that the Sub-adviser obtains from brokers Trust is required to pay or dealersfor which the Trust is required to arrange payment. d. (g) On occasions when the Sub-adviser Adviser deems the purchase or sale of a security to be in the best interest of a Fund the Fund(s) as well as other clients of the Sub-adviserAdviser and its affiliates, the Sub-adviser, Adviser to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities to be purchased or sold to attempt to obtain a more favorable price or lower brokerage commissions and efficient execution. In such event, allocation Allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Sub-adviser Adviser in the manner which the Sub-adviser Adviser considers to be the most equitable and consistent with its fiduciary obligations to each Fund and to its other clientsclients over time. The Adviser agrees that the Sub-Adviser and its affiliates may give advice and take action in the performance of their duties with respect to any of their other clients that may differ from advice given, or the timing or nature of actions taken, with respect to the Fund. The Adviser also acknowledges that the Sub-Adviser and its affiliates are fiduciaries to other entities, some of which have the same or similar investment objectives (and will hold the same or similar investments) as the Fund, and that the Sub-Adviser will carry out its duties hereunder together with its duties under such relationships, Nothing in this Agreement shall be deemed to confer upon the Sub-Adviser any obligation to purchase or to sell or to recommend for purchase or sale for the Fund any investment that the Sub-Adviser, its affiliates, officers or employees may purchase or sell for its or their own account or for the account of any client, if in the sole and absolute discretion of the Sub-Adviser it is for any reason impractical or undesirable to take such action or make such recommendation for the Fund. e. (h) The Sub-adviser Adviser will maintain all accounts, books and records with respect to each Fund as are required of an investment sub-adviser of a registered investment company pursuant to the Investment Company Act of 1940, as amended (the "Investment Company Act") and Investment Advisers Act of 1940, as amended (the "Investment Advisers Act") and the rules thereunderthereunder and shall file with the SEC all forms pursuant to Section 13 of the Exchange Act, with respect to its duties as are set forth herein. f. (i) The Sub-adviser Adviser will, unless and until otherwise directed by the Adviser or the Board and consistent with seeking the best interests of each Fund, exercise (or not exercise in its discretion) all rights of security holders with respect to securities held by each Fund, including, but not limited to: voting proxies, converting, tendering, exchanging or redeeming securities; acting as a claimant in class action litigation (including litigation with respect to securities previously held); and exercising rights in the context of a bankruptcy or other reorganization. Unless the Adviser or the Board gives written instructions to the contrary, the Sub-Adviser shall vote all proxies relating solicited by or with respect to each Fund's investment the issuers of securities in which assets of the Fund may be invested in accordance with the applicable TrustSub-Adviser's proxy voting policies and proceduresguidelines, a copy of which provide that the Sub-adviser shall vote all proxies relating has been provided to securities held by a Fund and, subject to the applicable Trust's policies and procedures, shall use proxy voting policies and procedures adopted by the Sub-adviser in conformance with Rule 206(4)-6 under the Investment Advisers Act. The Sub-adviser shall review its proxy voting activities on a periodic basis with the Trustees and with the Adviser.