Common use of SERVICES TO BE RENDERED BY Clause in Contracts

SERVICES TO BE RENDERED BY. THE ADVISERS TO THE TRUST A. WHV shall allocate responsibilities between itself and Hirayama Investments for specific tasks under this Agreement relating to the Allocated Portion. As investment advisers to the Allocated Portion, the Advisers will coordinate the investment and reinvestment of the assets of the Allocated Portion and determine the composition of the assets of the 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 Advisers will: (i) obtain and evaluate, to the extent deemed necessary and advisable by the Adviser in its discretion, pertinent economic, statistical, financial, and other information affecting the economy generally and individual companies or industries, the securities of which are included in the Allocated Portion or are under consideration for inclusion in the Allocated Portion; (ii) formulate and implement a continuous investment program for the Allocated Portion; (iii) take whatever steps are necessary to implement the investment program for the Allocated Portion by arranging for the purchase and sale of securities and other investments, including issuing directives to the administrator of the Trust as necessary for the appropriate implementation of the investment program of the Allocated Portion; (iv) keep the Trustees of the Trust and the Manager fully informed in writing on an ongoing basis as agreed by the Manager and each Adviser of all material facts concerning the investment and reinvestment of the assets in the Allocated Portion, the 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 Adviser will attend meetings with the Manager and/or the Trustees, as reasonably requested, to discuss the foregoing; (v) in accordance with procedures and methods established by the Trustees of the Trust, which may be amended from time to time, provide assistance in determining the fair value of all securities 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 an Adviser for each security or other investment/asset in the Allocated Portion for which market prices are not readily available; (vi) provide any and all material composite performance information, records and supporting documentation about accounts the Advisers manage, if appropriate, which are relevant to the Allocated Portion and that have investment objectives, policies, and strategies substantially similar to those employed by the Advisers in managing the Portfolio that may be reasonably necessary, under applicable laws, to allow the Portfolio or its agent to present information concerning Advisers’ 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. C. In furnishing services hereunder, the Advisers shall be subject to, and shall perform in accordance with the following: (i) the Declaration of Trust, as the same may be hereafter modified and/or amended from time to time (“Declaration of Trust”); (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 Advisers, 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 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 Advisers’ services hereunder, the Manager shall provide the Advisers with current copies of the Declaration of Trust, By-Laws, Prospectus, SAI and other relevant policies and procedures that are adopted by the Board of Trustees. The Manager undertakes to provide the Advisers with copies or other written notice of any amendments, modifications or supplements to any such above-mentioned document. D. In furnishing services hereunder, the Advisers 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 either Adviser from consulting with any of its affiliated persons concerning transactions in securities or other assets. This shall also not be deemed to prohibit either Adviser from consulting with any of the other covered advisers concerning compliance with paragraphs (a) and (b) of rule 12d3-1.) E. The Advisers, at their expense, will furnish: (i) all necessary facilities 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 bookkeeping, and all equipment necessary for the efficient conduct of the Advisers’ duties under this Agreement. F. The Advisers will select brokers and dealers to effect all portfolio transactions subject to the conditions set forth herein. The Advisers will place all necessary orders with brokers, dealers, or issuers, and will negotiate brokerage commissions, if applicable. The Advisers are directed at all times to seek to execute transactions for the Allocated Portion (i) in accordance with any written policies, practices or procedures that may be established by the Board of Trustees or the Manager from time to time and which have been provided to the Advisers or (ii) as described in the Trust’s Prospectus and SAI. In placing any orders for the purchase or sale of investments for the Allocated Portion, in the name of the Portfolio or its nominees, the Advisers shall use their 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 either 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, Advisers may, to the extent authorized by Section 28(e) of the Securities 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 Advisers and the Allocated Portion an amount of commission for effecting a portfolio transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction if the Advisers determine, in good faith, that such amount of commission is reasonable in relationship to the value of such brokerage or research services provided viewed in terms of that particular transaction or the Advisers’ overall responsibilities to the Portfolio or their other advisory clients. To the extent authorized by Section 28(e) and the Trust’s Board of Trustees, the Advisers 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 execution, the Board of Trustees or the Manager may direct the Advisers to effect transactions in portfolio securities through broker-dealers in a manner that will help generate resources to pay the cost of certain expenses that the Trust is required to pay or for which the Trust is required to arrange payment. H. On occasions when the Advisers deem the purchase or sale of a security to be in the best interest of the Allocated Portion as well as other clients of the Advisers, each 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. Allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Advisers in the manner that the Advisers consider to be the most equitable and consistent with their fiduciary obligations to Allocated Portion and to their other clients over time. The Manager agrees that Advisers and their 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 each 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 each Adviser will carry out its duties hereunder together with its duties under such relationships. Nothing in this Agreement shall be deemed to confer upon Advisers any obligation to purchase or to sell or to recommend for purchase or sale for the Allocated Portion any investment that Advisers, their 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 Advisers it is for any reason impractical or undesirable to take such action or make such recommendation for the Allocated Portion. I. The Advisers will maintain all accounts, books and records with respect to Allocated Portion as are required of an investment adviser of a registered investment company pursuant to the Investment Company Act and Advisers Act and the rules thereunder 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. J. The Advisers will, unless and until otherwise directed by the Manager or the Board of Trustees, exercise all rights of security holders with respect to securities held by the Allocated Portion, including, but not limited to: voting proxies, converting, tendering, exchanging or redeeming securities; provide any information necessary 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.

SERVICES TO BE RENDERED BY. THE ADVISERS BBUSA TO THE TRUSTFUND A. WHV shall allocate responsibilities between itself and Hirayama Investments for specific tasks under this Agreement relating As an investment adviser to the Allocated Portion. As investment advisers Fund, BBUSA shall, subject to the Allocated Portionsupervision and oversight of the Board of Trustees, the Advisers will coordinate Advisor and BBAM, assist BBAM with the investment and reinvestment of the assets of the Allocated Portion and determine the composition such portion of the assets of the Allocated Portion, subject always Fund as BBAM may from time to time allocate to BBUSA for management (the supervision and control of the Manager and the Trustees of the Trust“Sub-Sub-Advised Assets”). B. As part of the services it will provide hereunder, the Advisers BBUSA will: (i) obtain and evaluate, to the extent deemed necessary and advisable by the Adviser BBUSA in its discretion, pertinent economic, statistical, financial, and other information affecting the economy generally and individual companies or industries, the securities of which are included in the Allocated Portion Sub-Sub-Advised Assets or are under consideration for inclusion in the Allocated PortionSub-Sub-Advised Assets; (ii) formulate and implement a continuous investment program for the Allocated PortionSub-Sub-Advised Assets as outlined in the Fund’s Registration Statement; (iii) take whatever steps are necessary to implement the investment program for the Allocated Portion Sub-Sub-Advised Assets by arranging for the purchase and sale of securities and other investments, including issuing directives to the administrator of the Trust Fund as necessary for the appropriate implementation of the investment program of the Allocated Portion;Sub-Sub-Advised Assets; and making required arrangements to meet collateral requirements for the trading of any derivatives in the Sub-Sub-Advised assets, including issuing instructions to advance collateral to any clearing house/member or bi-lateral counterparty, in order to meet the rules of any applicable exchanges or markets. (iv) cooperate with and provide such other reasonable assistance to BBAM as required for BBAM to comply with its applicable obligations pursuant to the Sub-Advisory Agreement. (v) keep the Trustees of the Trust and the Manager BBAM fully informed in writing on an ongoing basis as agreed by the Manager and each Adviser of to (1) all material facts concerning the investment and reinvestment of the assets in the Allocated Portion, the Adviser Sub-Sub-Advised Assets and (2) BBUSA and its key investment personnel and operations, and (3) 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 Board of Trustees, the Advisor or the Trustees of the Trust BBAM; and the Adviser will attend meetings with BBAM, the Manager Advisor and/or the Board of Trustees, as reasonably requested, to discuss the foregoing; (vvi) in accordance with procedures and methods established by the Trustees of the TrustFund, which may be amended from time to time, provide assistance in determining the fair value of all securities and other investments/assets in within the Allocated Portion, Sub-Sub-Advised Assets as necessary, and use reasonable efforts to arrange for the provision of valuation information or a price(s) from a party(ies) independent of an Adviser for each security or other investment/asset in the Allocated Portion for which market prices are not readily availablerequested; (vi) provide any and all material composite performance information, records and supporting documentation about accounts the Advisers manage, if appropriate, which are relevant to the Allocated Portion and that have investment objectives, policies, and strategies substantially similar to those employed by the Advisers in managing the Portfolio that may be reasonably necessary, under applicable laws, to allow the Portfolio or its agent to present information concerning Advisers’ 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 (viiviii) cooperate with and provide reasonable assistance to the ManagerBBAM, the TrustAdvisor, the Fund’s administrator, the TrustFund’s custodian and foreign custodians, the TrustFund’s transfer agent and pricing agents and all other agents and representatives of the Trust Fund and the Manager, BBAM and/or Advisor; keep all such persons fully informed as to such matters as they may reasonably deem necessary (and as notified to BBUSA) to the performance of their obligations to the Trust Fund and the Manager, BBAM and/or Advisor; provide prompt responses to reasonable requests made by such persons persons; and maintain any appropriate interfaces with each such person so as to promote the efficient exchange of information; and (ix) file any required reports with the SEC pursuant to Sections 13(f) and 13(g) of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder. C. In furnishing services hereunder, the Advisers BBUSA shall be subject to, and shall perform in accordance with with, the following: (i) the Declaration Fund’s declaration of Trusttrust, by-laws and/or other governing instruments, as the same may be hereafter modified and/or amended from time to time (“Declaration of TrustGoverning Documents”); (ii) the By-Laws of the Trust, as the same may be hereafter modified and/or amended from time to time (“By-Laws”)currently effective Registration Statement and any amendments thereto; (iii) the currently effective Prospectus and Statement of Additional Information of the Trust filed with the SEC and delivered to the Advisers, 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)Fund; (viv) the TrustFund’s compliance manual and other policies and procedures adopted from time to time by the Board of Trustees of the TrustTrustees; and (viv) the written instructions of the ManagerAdvisor and BBAM. Prior to the commencement of the Advisers’ BBUSA’s services hereunder, the Manager BBAM shall provide the Advisers BBUSA with current copies of any Governing Documents, the Declaration of TrustRegistration Statement, By-Laws, Prospectus, SAI compliance manual and other relevant policies and procedures that are adopted by the Board of Trustees, to the extent they have been provided to BBAM. The Manager BBAM undertakes to provide the Advisers BBUSA with copies or other written notice of any amendments, modifications or supplements to any such above-mentioned documentdocument to the extent they have been communicated to BBAM. D. In furnishing services hereunder, the Advisers 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 either Adviser from consulting with any of its affiliated persons concerning transactions in securities or other assets. This shall also not be deemed to prohibit either Adviser from consulting with any of the other covered advisers concerning compliance with paragraphs (a) and (b) of rule 12d3-1.) E. The AdvisersBBUSA, at their its expense, will furnish: (i) all necessary facilities (including office space, furnishings, and equipment) and personnel, including salaries, expenses and fees of any personnel required for them BBUSA to faithfully perform their its duties under this Agreement; and (ii) administrative facilities, including bookkeeping, and all equipment necessary for the efficient conduct of the Advisers’ BBUSA’s duties under this Agreement. F. The Advisers will select brokers and dealers to effect all portfolio transactions subject to the conditions set forth herein. The Advisers will place all necessary orders with brokers, dealers, or issuers, and will negotiate brokerage commissions, if applicable. The Advisers are directed at all times to seek to execute transactions for the Allocated Portion (i) in accordance with any written policies, practices or procedures that may be established by the Board of Trustees or the Manager from time to time and which have been provided to the Advisers or (ii) as described in the Trust’s Prospectus and SAI. In placing any orders for the purchase or sale of investments for the Allocated Portion, in the name of the Portfolio or its nominees, the Advisers shall use their 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 either 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, Advisers may, to the extent authorized by Section 28(e) of the Securities 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 Advisers and the Allocated Portion an amount of commission for effecting a portfolio transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction if the Advisers determine, in good faith, that such amount of commission is reasonable in relationship to the value of such brokerage or research services provided viewed in terms of that particular transaction or the Advisers’ overall responsibilities to the Portfolio or their other advisory clients. To the extent authorized by Section 28(e) and the Trust’s Board of Trustees, the Advisers 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 execution, the Board of Trustees or the Manager may direct the Advisers to effect transactions in portfolio securities through broker-dealers in a manner that will help generate resources to pay the cost of certain expenses that the Trust is required to pay or for which the Trust is required to arrange payment. H. On occasions when the Advisers deem the purchase or sale of a security to be in the best interest of the Allocated Portion as well as other clients of the Advisers, each 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. Allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Advisers in the manner that the Advisers consider to be the most equitable and consistent with their fiduciary obligations to Allocated Portion and to their other clients over time. The Manager agrees that Advisers and their 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 each 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 each Adviser will carry out its duties hereunder together with its duties under such relationships. Nothing in this Agreement shall be deemed to confer upon Advisers any obligation to purchase or to sell or to recommend for purchase or sale for the Allocated Portion any investment that Advisers, their 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 Advisers it is for any reason impractical or undesirable to take such action or make such recommendation for the Allocated Portion. I. The Advisers will maintain all accounts, books and records with respect to Allocated Portion as are required of an investment adviser of a registered investment company pursuant to the Investment Company Act and Advisers Act and the rules thereunder 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. J. The Advisers will, unless and until otherwise directed by the Manager or the Board of Trustees, exercise all rights of security holders with respect to securities held by the Allocated Portion, including, but not limited to: voting proxies, converting, tendering, exchanging or redeeming securities; provide any information necessary 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.

SERVICES TO BE RENDERED BY. THE ADVISERS ADVISER TO THE TRUST A. WHV shall allocate responsibilities between itself and Hirayama Investments for specific tasks under this Agreement relating As investment adviser to the Allocated Portion. As investment advisers to the Allocated PortionPortfolios, the Advisers Adviser will coordinate the investment and reinvestment of the assets of the Allocated Portion Portfolios and determine the composition of the assets of the Allocated PortionPortfolios, subject always to the supervision and control of the Manager and the Trustees of the Trust. Manager and Adviser shall adhere to the procedures set forth in the Service Level Addendum, attached hereto as Exhibit B, which may be amended from time to time. The Manager acknowledges that (i) any information, data, advice or recommendations that Adviser provides to Manager with respect to the Manager’s equity allocation model (“Model”) is for informational purposes only and the Adviser shall have no liability for such information, data, advice or recommendations should the Manager choose to incorporate it into its Model nor will the Adviser have any liability for the investment outcome as a result of using the Model, and (ii) Adviser will only act as Manager’s agent in implementing the trading strategy recommended by Adviser and approved by Manager as set forth in the Service Level Addendum. B. As part of the services it will provide hereunder, the Advisers Adviser will: (i) obtain and evaluate, to the extent deemed necessary and advisable by the Adviser in its discretion, pertinent economic, statistical, financial, and other information affecting the economy generally and individual companies or industries, the securities of which are included in the Allocated Portion Portfolios or are under consideration for inclusion in the Allocated PortionPortfolios; (ii) formulate and implement a continuous investment program for the Allocated Portioneach Portfolio; (iii) take whatever steps are necessary to implement the investment program for the Allocated Portion Portfolios by arranging for the purchase and sale of securities and other investments, including investments and issuing directives to the administrator of the Trust as necessary for the appropriate implementation of the investment program of the Allocated PortionPortfolios; (iv) keep the Trustees of the Trust and the Manager fully informed in writing on an ongoing basis as agreed by the Manager and each Adviser of all material facts concerning the investment and reinvestment of the assets in the Allocated PortionPortfolios, the Adviser and its key investment personnel and operations, make regular periodic 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 Adviser will attend meetings with the Manager and/or the Trustees, as reasonably requested, to discuss the foregoing; (v) in accordance with procedures and methods established by the Trustees of the Trust, which may be amended from time to time, provide assistance in determining the fair value of all securities and other investments/assets in the Allocated Portion, each 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 an the Adviser for each security or other investment/asset in the Allocated Portion Portfolios for which market prices are not readily available; (vi) provide any and all material composite performance information, records and supporting documentation about accounts the Advisers manageAdviser manages, if appropriate, which are relevant to the Allocated Portion Portfolios and that have investment objectives, policies, and strategies substantially similar to those employed by the Advisers Adviser in managing the Portfolio Portfolios that may be reasonably necessary, under applicable laws, to allow the each Portfolio or its agent to present information concerning Advisers’ Adviser’s prior performance in the Trust’s Prospectus and SAI (as hereinafter defined) and any permissible reports and materials prepared by the each 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. C. In furnishing services hereunder, the Advisers 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 (“Declaration of TrustTrust 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 AdvisersAdviser, 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)Portfolios; (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 Advisers’ Adviser’s services hereunder, the Manager shall provide the Advisers Adviser with current copies of the Declaration of TrustTrust Declaration, By-Laws, Prospectus, SAI SAI, Compliance Manual and other relevant policies and procedures that are adopted by the Board of Trustees. The Manager undertakes to provide the Advisers 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 Advisers Adviser will not consult with any other investment adviser to (i) the PortfolioPortfolios, (ii) any other Portfolio of the Trust or (iii) any other investment company under common control with the Trust concerning transactions of the Portfolio Portfolios in securities or of other assets. (This shall not be deemed to prohibit either the Adviser from consulting with any of its affiliated persons concerning transactions in securities or other assets. This shall also not be deemed to prohibit either the Adviser from consulting with any of the other covered advisers concerning compliance with paragraphs (a) and (b) of rule Rule 12d3-1.) E. The AdvisersAdviser, at their its expense, will furnish: (i) all necessary facilities 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 bookkeeping, and all equipment necessary for the efficient conduct of the Advisers’ Adviser’s duties under this Agreement. F. The Advisers Adviser will select brokers and dealers to effect all portfolio of the Portfolios’ transactions subject to the conditions set forth herein. The Advisers Adviser will place all necessary orders with brokers, dealers, or issuers, and will negotiate brokerage commissions, if applicable. The Advisers are Adviser is directed at all times to seek to execute transactions for the Allocated Portion each Portfolio (i) in accordance with any written policies, practices or procedures that may be established by the Board of Trustees or the Manager from time to time and which have been provided to the Advisers 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 Allocated PortionPortfolios, in the name of the Portfolio Portfolios or its nominees, the Advisers Adviser shall use their its best efforts to obtain for the Portfolio Portfolios “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 either the 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 each Portfolio. G. Subject to the appropriate policies and procedures approved by the Board of Trustees, Advisers Adviser may, to the extent authorized by Section 28(e) of the Securities Exchange Act of 1934, as amended (“Exchange Act”) ), cause the Allocated Portion Portfolios to pay a broker or dealer that provides brokerage or research services to the Manager, the Advisers Adviser and the Allocated Portion Portfolios an amount of commission for effecting a portfolio transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction if the Advisers determineAdviser determines, in good faith, that such amount of commission is reasonable in relationship to the value of such brokerage or research services provided viewed in terms of that particular transaction or the Advisers’ Adviser’s overall responsibilities to the each Portfolio or their its other advisory clients. To the extent authorized by Section 28(e) and the Trust’s Board of Trustees, the Advisers 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 such action. Subject to seeking best execution, the Board of Trustees or the Manager may direct the Advisers Adviser to effect transactions in portfolio the Portfolios’ securities through broker-dealers in a manner that will help generate resources to pay the cost of certain expenses that which the Trust is required to pay or for which the Trust is required to arrange payment. H. On occasions when the Advisers deem Adviser deems the purchase or sale of a security to be in the best interest of the Allocated Portion each Portfolio as well as other clients of the AdvisersAdviser, each the 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. Allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Advisers Adviser in the manner that which the Advisers consider Adviser considers to be the most equitable and consistent with their its fiduciary obligations to Allocated Portion the Portfolios and to their its other clients over time. The Manager agrees that Advisers Adviser and their 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 PortionPortfolios. The Manager also acknowledges each that 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 PortionPortfolios, and each that Adviser will carry out its duties hereunder together with its duties under such relationships. Nothing in this Agreement shall be deemed to confer upon Advisers Adviser any obligation to purchase or to sell or to recommend for purchase or sale for the Allocated Portion Portfolios any investment that AdvisersAdviser, their 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 Advisers Adviser it is for any reason impractical or undesirable to take such action or make such recommendation for the Allocated PortionPortfolios. I. The Advisers Adviser will maintain all accounts, books and records with respect to Allocated Portion the Portfolios as are required of an investment adviser of a registered investment company pursuant to the Investment Company Act and Advisers Act and the rules thereunder 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. J. The Advisers Adviser will, unless and until otherwise directed by the Manager or the Board of Trustees, exercise all rights of security holders vote proxies with respect to each Portfolio’s securities held by the Allocated Portion, including, but not limited to: voting proxies, converting, tendering, exchanging or redeeming securities; provide any information necessary as a claimant in class action litigation (including litigation with respect to securities previously held); and exercising exercise rights in corporate actions or otherwise in accordance with the context of a bankruptcy or other reorganizationAdviser’s proxy voting guidelines, as amended from time to time, which shall be provided to the Trust and the Manager.

SERVICES TO BE RENDERED BY. THE ADVISERS TO THE TRUST A. WHV shall allocate responsibilities between itself and Hirayama Investments for specific tasks under this Agreement relating As investment adviser to the Allocated Portion. As investment advisers to the Allocated PortionPortfolios, the Advisers Adviser will coordinate the investment and reinvestment of the assets of the Allocated Portion Portfolios and determine the composition of the assets of the Allocated PortionPortfolios, 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 Advisers Adviser will: (i) obtain and evaluate, to the extent deemed necessary and advisable by the Adviser in its discretion, evaluate pertinent economic, statistical, financial, and other information affecting the economy generally and individual companies or industries, the securities of which are included in the Allocated Portion Portfolio or are under consideration for inclusion in the Allocated PortionPortfolio; (ii) formulate and implement a continuous investment program for the Allocated PortionPortfolios; (iii) take whatever steps are necessary to implement the investment program for the Allocated Portion Portfolios by arranging for the purchase and sale of securities and other investments, including issuing directives to the administrator placing of the Trust as necessary orders for the appropriate implementation of the investment program of the Allocated Portionsuch purchases and sales; (iv) keep the Trustees of the Trust and the Manager fully informed in writing on an ongoing basis as agreed by the Manager and each Adviser of all material facts concerning the investment and reinvestment of the assets in the Allocated PortionPortfolios, the 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 Adviser will attend meetings with the Manager and/or the Trustees, as reasonably requested, to discuss the foregoing;, (v) provide assistance in determining the fair value of certain portfolio securities when market quotations are not readily available for the purpose of calculating the Portfolios' net asset value in accordance with procedures and methods established by the Trustees of the Trust, which may be amended from time to time, provide assistance in determining the fair value of all securities 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 an Adviser for each security or other investment/asset in the Allocated Portion for which market prices are not readily available; (vi) provide any and all material composite performance information, records and supporting documentation about accounts the Advisers manageAdviser 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 Advisers Adviser in managing the Portfolio Portfolios that may be reasonably necessary, under applicable laws, to allow the Portfolio or its agent to present information concerning Advisers’ Adviser's prior performance in the Trust’s '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 's administrator, the Trust’s 's custodian and foreign custodians, the Trust’s '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 establish appropriate interfaces with each so as to promote the efficient exchange of information. C. In furnishing services hereunder, the Advisers 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 (“Declaration of Trust”"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 AdvisersSEC, 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)Act; (v) all other applicable state and federal securities and other laws; (vi) all regulations with respect to the foregoing; (vii) the Trust’s 's Compliance Manual and other policies and procedures adopted from time to time by the Board of Trustees of the Trust; and (viviii) the written instructions of the Manager. Prior to the commencement of the Advisers’ services hereunder, the The Manager shall provide the Advisers Adviser with current copies of the Declaration of TrustTrust Declaration, By-Laws, ProspectusProspectus and SAI. In advising the Portfolios, SAI the Adviser shall use reasonable best efforts and other relevant policies diligence to comply with Subchapter M and procedures Subchapter L of the Internal Revenue Code of 1986, as amended, ("Code"). In this regard, the Adviser shall promptly notify the Manager, the Administrator or their designated agent if the Adviser determines that are adopted by any Portfolio is not in compliance with Subchapter M or Subchapter L of the Board of Trustees. The Manager undertakes to provide the Advisers with copies or other written notice of any amendments, modifications or supplements to any such above-mentioned documentCode. D. In furnishing services hereunder, the Advisers 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 either Adviser from consulting with any of its affiliated persons concerning transactions in securities or other assets. This shall also not be deemed to prohibit either Adviser from consulting with any of the other covered advisers concerning compliance with paragraphs (a) and (b) of rule 12d3-1.) E. The AdvisersAdviser, at their its expense, will furnish: (i) all necessary facilities 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 bookkeeping, clerical personnel and all equipment necessary for the efficient conduct of the Advisers’ Adviser's duties under this Agreement. F. E. The Advisers Adviser will select brokers and dealers to effect all portfolio transactions subject to the conditions set forth herein. The Advisers Adviser will place all necessary orders with brokers, dealers, or issuers, and will negotiate brokerage commissions, if applicable. The Advisers are Adviser is directed at all times to seek to execute brokerage transactions for the Allocated Portion Portfolios (i) in accordance with any written policies, practices or procedures that may be established by the Board of Trustees or the Manager from time to time and which have been provided to the Advisers or (ii) as described in the Trust’s 's Prospectus and SAI. In placing any orders for the purchase or sale of investments for the Allocated PortionPortfolios, in the name of the Portfolio Portfolios or its nominees, the Advisers Adviser shall use their its best efforts to obtain for the Portfolio “best execution”Portfolios the most favorable overall terms, 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 either 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. F. Subject to the appropriate policies and procedures approved by the Board of Trustees, Advisers each Adviser may, to the extent authorized by Section 28(e) of the Securities Exchange Act of 1934, as amended (“"Exchange Act”") cause the Allocated Portion Portfolios to pay a broker or dealer that provides brokerage or research services to the Manager, the Advisers Adviser and the Allocated Portion Portfolio an amount of commission for effecting a portfolio transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction if the Advisers determineAdviser determines, in good faith, that such amount of commission is reasonable in relationship to the value of such brokerage or research services provided viewed in terms of that particular transaction or the Advisers’ Adviser's overall responsibilities to the Portfolio Portfolios or their its other advisory clients. To the extent authorized by Section 28(e) and the Trust’s 's Board of Trustees, the Advisers 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 such action. In addition, subject to seeking the most favorable price and best execution available, the Manager or the Adviser may also consider sales of shares of the Trust as a factor in the selection of brokers and dealers. Subject to seeking best the most favorable price and execution, the Board of Trustees or the Manager may direct cause the Advisers Adviser to effect transactions in portfolio securities through broker-dealers in a manner that will help generate resources to to: (i) pay the cost of certain expenses that which the Trust is required to pay or for which the Trust is required to arrange payment; or (ii) finance activities that are primarily intended to result in the sale of Trust shares. H. G. On occasions when the Advisers deem an Adviser deems the purchase or sale of a security to be in the best interest of the Allocated Portion Portfolios as well as other clients of the Advisers, each Adviser, the 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. Allocation 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 Advisers Adviser in the manner that the Advisers consider such Adviser considers to be the most equitable and consistent with their its fiduciary obligations to Allocated Portion the Portfolio and to their its other clients over time. The Manager agrees that Advisers and their 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 each 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 each Adviser will carry out its duties hereunder together with its duties under such relationships. Nothing in this Agreement shall be deemed to confer upon Advisers any obligation to purchase or to sell or to recommend for purchase or sale for the Allocated Portion any investment that Advisers, their 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 Advisers it is for any reason impractical or undesirable to take such action or make such recommendation for the Allocated Portionclients. I. H. The Advisers Adviser will maintain all accounts, books and records with respect to Allocated Portion the Portfolio as are required of an a sub-investment adviser of a registered investment company pursuant to the Investment Company Act and Advisers Act and the rules thereunder 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. J. I. The Advisers Adviser will, unless and until otherwise directed by the Manager or the Board of Trustees, exercise all rights of security holders vote proxies with respect to the Portfolios' securities held by the Allocated Portion, including, but not limited to: voting proxies, converting, tendering, exchanging or redeeming securities; provide any information necessary as a claimant in class action litigation (including litigation with respect to securities previously held); and exercising exercise rights in the context of a bankruptcy corporate actions or other reorganizationotherwise.

SERVICES TO BE RENDERED BY. THE ADVISERS TO THE TRUST A. WHV shall allocate responsibilities between itself and Hirayama Investments for specific tasks under this Agreement relating As investment adviser to the Allocated Portion. As investment advisers to the Allocated PortionPortfolio, the Advisers Adviser will coordinate the investment and reinvestment of the assets of the Allocated Portion Portfolio and determine the composition of the assets of the Allocated PortionPortfolio, 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 Advisers Adviser will: (i) obtain and evaluate, to the extent deemed necessary and advisable by the Adviser in its discretion, evaluate pertinent economic, statistical, financial, and other information affecting the economy generally and individual companies or industries, the securities of which are included in the Allocated Portion Portfolio or are under consideration for inclusion in the Allocated PortionPortfolio; (ii) formulate and implement a continuous investment program for the Allocated PortionPortfolio; (iii) take whatever steps are necessary to implement the investment program for the Allocated Portion Portfolio by arranging for the purchase and sale of securities and other investments, including issuing directives to the administrator placing of the Trust as necessary orders for the appropriate implementation of the investment program of the Allocated Portionsuch purchases and sales; (iv) keep the Trustees of the Trust and the Manager fully informed in writing on an ongoing basis as agreed by the Manager and each Adviser of all material facts concerning the investment and reinvestment of the assets in the Allocated PortionPortfolio, the Adviser and its key investment personnel and operationsoperations as directly related to the Portfolio, 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 Adviser will attend meetings with the Manager and/or the Trustees, as reasonably requested, to discuss the foregoing;, (v) provide assistance in determining the fair value of certain portfolio securities when market quotations are not readily 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, which may however, the Adviser shall not be amended from time to time, provide assistance in determining the fair value of all securities and other investments/assets in the Allocated Portion, as necessary, and use reasonable efforts to arrange responsible for the provision of valuation information or a price(s) from a party(ies) independent of an Adviser for each security or other investment/asset in the Allocated Portion for which market prices are not readily availablePortfolio Accounting; (vi) provide any and all material composite performance informationinformation for accounts the Adviser manages that have investment objectives, records policies and strategies substantially similar to those employed by the Adviser in managing the Portfolio and supporting documentation about accounts the Advisers manageAdviser 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 Advisers Adviser in managing the Portfolio that may be reasonably necessary, under applicable laws, to allow the Portfolio or its agent to present information concerning Advisers’ 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 Portfolio 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 establish appropriate interfaces with each so as to promote the efficient exchange of Portfolio information. C. In furnishing services hereunder, the Advisers 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 (“Declaration of TrustTrust 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 AdvisersSEC, as the same may be hereafter modified, amended and/or supplemented (“Prospectus and SAI”); (iv) the Investment Company Act and Act, with the Advisers Act and the rules under each, and all other federal and state laws or regulations requirements applicable to both regulated investment companies and segregated asset accounts under Subchapters M and L of the Trust and the Portfolio(s)Internal Revenue Code of 1986, as amended; (v) all other applicable state and federal securities and other laws; (vi) all regulations with respect to the foregoing; (vii) the Trust’s Compliance Manual and other policies and procedures adopted from time to time by the Board of Trustees of the Trust; and (viviii) the written instructions of the Manager. Prior Any changes proposed by the Manager with respect to the commencement Portfolio’s investment strategy or relevant portions of the Advisers’ services hereunder, Trust’s Prospectus or SAI will require the prior approval of the Adviser which shall not be unreasonably withheld. The Manager shall provide the Advisers Adviser with current copies of the Declaration of TrustTrust Declaration, By-Laws, Prospectus, SAI SAI, and compliance manual and other relevant policies and procedures that are adopted by the Board of Trustees. The Manager undertakes to provide the Advisers with copies or other written notice of any amendments, modifications or supplements to any such above-mentioned documentprocedures. D. In furnishing services hereunder, the Advisers 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 either Adviser from consulting with any of its affiliated persons concerning transactions in securities or other assets. This shall also not be deemed to prohibit either Adviser from consulting with any of the other covered advisers concerning compliance with paragraphs (a) and (b) of rule 12d3-1.) E. The AdvisersAdviser, at their its expense, will furnish: (i) all necessary facilities 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 bookkeeping, clerical personnel and all equipment necessary for the efficient conduct of the Advisers’ Adviser’s duties under this AgreementAgreement provided, however that Adviser shall not be obligated to pay any expenses of Manager, the Trust, or the Portfolio, including without limitation: (a) interest and taxes; (b) brokerage commissions and other costs in connection with the purchase or sale of securities or other investment instruments for the Portfolio; and (c) custodian fees and expenses. Any reimbursement of management fees required by any expense limitation provision and any liability arising out of a violation of Section 36(b) of the 1940 Act shall be the sole responsibility of Manager. F. E. The Advisers Adviser will select brokers and dealers to effect all portfolio transactions subject to the conditions set forth herein. The Advisers Adviser will place all necessary orders with brokers, dealers, or issuers, and will negotiate brokerage commissions, if applicable. The Advisers are Adviser is directed at all times to seek to execute brokerage transactions for the Allocated Portion Portfolio (i) in accordance with any written policies, practices investment policies or procedures that may be established by the Board of Trustees or the Manager from time to time and time, which have been provided to the Advisers previously approved by 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 Allocated PortionPortfolio, in the name of the Portfolio Portfolios or its nominees, the Advisers Adviser shall use their its best efforts to obtain for the Portfolio “the most favorable price and best execution”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 either 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. F. Subject to the appropriate policies and procedures approved by the Board of Trustees, Advisers each Adviser may, to the extent authorized by Section 28(e) of the Securities Exchange Act of 1934, as amended (“Exchange Act”) cause the Allocated Portion Portfolio to pay a broker or dealer that provides brokerage or research services to the Manager, the Advisers Adviser and the Allocated Portion Portfolio an amount of commission for effecting a portfolio transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction if the Advisers determineAdviser determines, in good faith, that such amount of commission is reasonable in relationship to the value of such brokerage brokerage, or research services services, or other goods in connection therewith as permitted by Section 28(e), provided viewed in terms of that particular transaction or the Advisers’ Adviser’s overall responsibilities to the Portfolio Portfolios or their its or its other advisory clients. To the extent authorized by Section 28(e) and the Trust’s Board of Trustees, the Advisers 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 such action. Subject to seeking best the most favorable price and execution, the Board of Trustees or the Manager may direct cause the Advisers 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 that which the Trust is required to pay or for which the Trust is required to arrange payment. H. G. On occasions when the Advisers deem an Adviser deems the purchase or sale of a security to be in the best interest of the Allocated Portion Portfolio as well as other clients of the Advisers, each Adviser, the 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. Allocation 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 Advisers Adviser in the manner that the Advisers consider such Adviser considers to be the most equitable and consistent with their its fiduciary obligations to Allocated Portion the Portfolio and to their its other clients over time. The Manager agrees that Advisers and their 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 each 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 each Adviser will carry out its duties hereunder together with its duties under such relationships. Nothing in this Agreement shall be deemed to confer upon Advisers any obligation to purchase or to sell or to recommend for purchase or sale for the Allocated Portion any investment that Advisers, their 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 Advisers it is for any reason impractical or undesirable to take such action or make such recommendation for the Allocated Portionclients. I. H. The Advisers Adviser will maintain all accounts, books and records with respect to Allocated Portion the Portfolio as are required of an investment adviser of a registered investment company pursuant to the Investment Company Act and Advisers Act and the rules thereunder 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. Adviser shall not be responsible for the preparation or filing of any reports required of the Portfolio by any governmental or regulatory agency, except as expressly agreed to in writing. J. I. The Advisers Adviser will, unless and until otherwise directed by the Manager or the Board of Trustees, exercise all rights of security holders vote proxies with respect to the Portfolio’s securities held and exercise rights in corporate actions or otherwise. J. Adviser has provided to Manager a copy of Adviser’s Form ADV as filed with the Securities and Exchange Commission. Adviser shall provide to Manager a list of persons who Adviser wishes to have authorized to give written and/or oral instructions to Custodians of Fund assets for the Portfolio. K. Adviser makes no representation or warranty, express or implied, that any level of performance or investment results will be achieved by the Allocated PortionPortfolio or that the Portfolio will perform comparably with any standard or index, includingincluding other clients of Adviser, but whether public or private. L. Adviser shall not limited to: voting proxieshave responsibility to monitor certain limitations or restrictions including without limitation, convertingthe 90% source test, tendering, exchanging or redeeming securities; provide any for which Adviser determines it has not been provided information necessary as a claimant in class action litigation (including litigation accordance with respect to securities previously held); and exercising rights in the context Section 21 of a bankruptcy or other reorganizationthis Agreement.

SERVICES TO BE RENDERED BY. THE ADVISERS BBUSA TO THE TRUSTFUND A. WHV shall allocate responsibilities between itself and Hirayama Investments for specific tasks under this Agreement relating As an investment adviser to the Allocated Portion. As investment advisers Fund, BBUSA shall, subject to the Allocated Portionsupervision and oversight of the Board of Trustees, the Advisers will coordinate Advisor and BBAM, assist BBAM with the investment and reinvestment of the assets of the Allocated Portion and determine the composition such portion of the assets of the Allocated Portion, subject always Fund as BBAM may from time to time allocate to BBUSA for management (the supervision and control of the Manager and the Trustees of the Trust“Sub-Sub-Advised Assets”). B. As part of the services it will provide hereunder, the Advisers BBUSA will: (i) obtain and evaluate, to the extent deemed necessary and advisable by the Adviser BBUSA in its discretion, pertinent economic, statistical, financial, and other information affecting the economy generally and individual companies or industries, the securities of which are included in the Allocated Portion Sub-Sub-Advised Assets or are under consideration for inclusion in the Allocated PortionSub-Sub-Advised Assets; (ii) formulate and implement a continuous investment program for the Allocated PortionSub-Sub-Advised Assets as outlined in the Fund’s Registration Statement; (iii) take whatever steps are necessary to implement the investment program for the Allocated Portion Sub-Sub-Advised Assets by arranging for the purchase and sale of securities and other investments, including issuing directives to the administrator of the Trust Fund as necessary for the appropriate implementation of the investment program of the Allocated Portion;Sub-Sub- Advised Assets; and making required arrangements to meet collateral requirements for the trading of any derivatives in the Sub-Sub-Advised assets, including issuing instructions to advance collateral to any clearing house/member or bi-lateral counterparty, in order to meet the rules of any applicable exchanges or markets. (iv) cooperate with and provide such other reasonable assistance to BBAM as required for BBAM to comply with its applicable obligations pursuant to the Sub-Advisory Agreement. (v) keep the Trustees of the Trust and the Manager BBAM fully informed in writing on an ongoing basis as agreed by the Manager and each Adviser of to (1) all material facts concerning the investment and reinvestment of the assets in the Allocated Portion, the Adviser Sub-Sub-Advised Assets and (2) BBUSA and its key investment personnel and operations, and (3) 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 Board of Trustees, the Advisor or the Trustees of the Trust BBAM; and the Adviser will attend meetings with BBAM, the Manager Advisor and/or the Board of Trustees, as reasonably requested, to discuss the foregoing; (vvi) in accordance with procedures and methods established by the Trustees of the TrustFund, which may be amended from time to time, provide assistance in determining the fair value of all securities and other investments/assets in within the Allocated Portion, Sub-Sub-Advised Assets as necessary, and use reasonable efforts to arrange for the provision of valuation information or a price(s) from a party(ies) independent of an Adviser for each security or other investment/asset in the Allocated Portion for which market prices are not readily availablerequested; (vi) provide any and all material composite performance information, records and supporting documentation about accounts the Advisers manage, if appropriate, which are relevant to the Allocated Portion and that have investment objectives, policies, and strategies substantially similar to those employed by the Advisers in managing the Portfolio that may be reasonably necessary, under applicable laws, to allow the Portfolio or its agent to present information concerning Advisers’ 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 (viiviii) cooperate with and provide reasonable assistance to the ManagerBBAM, the TrustAdvisor, the Fund’s administrator, the TrustFund’s custodian and foreign custodians, the TrustFund’s transfer agent and pricing agents and all other agents and representatives of the Trust Fund and the Manager, BBAM and/or Advisor; keep all such persons fully informed as to such matters as they may reasonably deem necessary (and as notified to BBUSA) to the performance of their obligations to the Trust Fund and the Manager, BBAM and/or Advisor; provide prompt responses to reasonable requests made by such persons persons; and maintain any appropriate interfaces with each such person so as to promote the efficient exchange of information; and (ix) file any required reports with the SEC pursuant to Sections 13(f) and 13(g) of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder. C. In furnishing services hereunder, the Advisers BBUSA shall be subject to, and shall perform in accordance with with, the following: (i) the Declaration Fund’s declaration of Trusttrust, by-laws and/or other governing instruments, as the same may be hereafter modified and/or amended from time to time (“Declaration of TrustGoverning Documents”); (ii) the By-Laws of the Trust, as the same may be hereafter modified and/or amended from time to time (“By-Laws”)currently effective Registration Statement and any amendments thereto; (iii) the currently effective Prospectus and Statement of Additional Information of the Trust filed with the SEC and delivered to the Advisers, 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)Fund; (viv) the TrustFund’s compliance manual and other policies and procedures adopted from time to time by the Board of Trustees of the TrustTrustees; and (viv) the written instructions of the ManagerAdvisor and BBAM. Prior to the commencement of the Advisers’ BBUSA’s services hereunder, the Manager BBAM shall provide the Advisers BBUSA with current copies of any Governing Documents, the Declaration of TrustRegistration Statement, By-Laws, Prospectus, SAI compliance manual and other relevant policies and procedures that are adopted by the Board of Trustees, to the extent they have been provided to BBAM. The Manager BBAM undertakes to provide the Advisers BBUSA with copies or other written notice of any amendments, modifications or supplements to any such above-mentioned documentdocument to the extent they have been communicated to BBAM. D. In furnishing services hereunder, the Advisers 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 either Adviser from consulting with any of its affiliated persons concerning transactions in securities or other assets. This shall also not be deemed to prohibit either Adviser from consulting with any of the other covered advisers concerning compliance with paragraphs (a) and (b) of rule 12d3-1.) E. The AdvisersBBUSA, at their its expense, will furnish: (i) all necessary facilities (including office space, furnishings, and equipment) and personnel, including salaries, expenses and fees of any personnel required for them BBUSA to faithfully perform their its duties under this Agreement; and (ii) administrative facilities, including bookkeeping, and all equipment necessary for the efficient conduct of the Advisers’ BBUSA’s duties under this Agreement. F. The Advisers will select brokers and dealers to effect all portfolio transactions subject to the conditions set forth herein. The Advisers will place all necessary orders with brokers, dealers, or issuers, and will negotiate brokerage commissions, if applicable. The Advisers are directed at all times to seek to execute transactions for the Allocated Portion (i) in accordance with any written policies, practices or procedures that may be established by the Board of Trustees or the Manager from time to time and which have been provided to the Advisers or (ii) as described in the Trust’s Prospectus and SAI. In placing any orders for the purchase or sale of investments for the Allocated Portion, in the name of the Portfolio or its nominees, the Advisers shall use their 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 either 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, Advisers may, to the extent authorized by Section 28(e) of the Securities 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 Advisers and the Allocated Portion an amount of commission for effecting a portfolio transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction if the Advisers determine, in good faith, that such amount of commission is reasonable in relationship to the value of such brokerage or research services provided viewed in terms of that particular transaction or the Advisers’ overall responsibilities to the Portfolio or their other advisory clients. To the extent authorized by Section 28(e) and the Trust’s Board of Trustees, the Advisers 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 execution, the Board of Trustees or the Manager may direct the Advisers to effect transactions in portfolio securities through broker-dealers in a manner that will help generate resources to pay the cost of certain expenses that the Trust is required to pay or for which the Trust is required to arrange payment. H. On occasions when the Advisers deem the purchase or sale of a security to be in the best interest of the Allocated Portion as well as other clients of the Advisers, each 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. Allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Advisers in the manner that the Advisers consider to be the most equitable and consistent with their fiduciary obligations to Allocated Portion and to their other clients over time. The Manager agrees that Advisers and their 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 each 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 each Adviser will carry out its duties hereunder together with its duties under such relationships. Nothing in this Agreement shall be deemed to confer upon Advisers any obligation to purchase or to sell or to recommend for purchase or sale for the Allocated Portion any investment that Advisers, their 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 Advisers it is for any reason impractical or undesirable to take such action or make such recommendation for the Allocated Portion. I. The Advisers will maintain all accounts, books and records with respect to Allocated Portion as are required of an investment adviser of a registered investment company pursuant to the Investment Company Act and Advisers Act and the rules thereunder 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. J. The Advisers will, unless and until otherwise directed by the Manager or the Board of Trustees, exercise all rights of security holders with respect to securities held by the Allocated Portion, including, but not limited to: voting proxies, converting, tendering, exchanging or redeeming securities; provide any information necessary 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.