Common use of Services to Others Clause in Contracts

Services to Others. Manager understands, and has advised Fund's Board of Trustees, that Sub-Adviser now acts, or may in the future act, as an investment adviser to fiduciary and other managed accounts, and as investment adviser or sub-investment adviser to one or more other investment companies that are not a series of the Fund, provided that whenever the Fund and one or more other investment advisory clients of Sub-Adviser have available funds for investment, investments suitable and appropriate for each will be allocated in a manner believed by Sub-Adviser to be equitable to each. Manager recognizes, and has advised Fund's Board of Trustees, that in some cases this procedure may adversely affect the size of the position that the Fund may obtain in a particular security. It is further agreed that, on occasions when the Sub-Adviser deems the purchase or sale of a security to be in the best interests of the Fund as well as other accounts, it may, to the extent permitted by applicable law, but will not be obligated to, aggregate the securities to be so sold or purchased for the Fund with those to be sold or purchased for other accounts in order to obtain favorable execution and lower brokerage commissions. In addition, Manager understands, and has advised Fund's Board of Trustees, that the persons employed by Sub-Adviser to assist in Sub-Adviser's duties under this Agreement will not devote their full such efforts and service to the Fund. It is also agreed that the Sub-Adviser may use any supplemental research obtained for the benefit of the Fund in providing investment advice to its other investment advisory accounts or for managing its own accounts.

Services to Others. Manager understands, and has advised Fund's ’s Board of Trustees, that Sub-Adviser now acts, or may in the future act, as an investment adviser to fiduciary and other managed accounts, and as investment adviser or sub-investment adviser to one or more other investment companies that are not a series of the Fund, provided that whenever the Fund and one or more other investment advisory clients of Sub-Adviser have available funds for investment, investments suitable and appropriate for each will be allocated in a manner believed by Sub-Adviser to be equitable to each. Manager recognizes, and has advised Fund's ’s Board of Trustees, that in some cases this procedure may adversely affect the size of the position that the Fund may obtain in a particular security. It is further agreed that, on occasions when the Sub-Adviser deems the purchase or sale of a security to be in the best interests of the Fund as well as other accounts, it may, to the extent permitted by applicable law, but will not be obligated to, aggregate the securities to be so sold or purchased for the Fund with those to be sold or purchased for other accounts in order to obtain favorable execution and lower brokerage commissions. In addition, Manager understands, and has advised Fund's ’s Board of Trustees, that the persons employed by Sub-Adviser to assist in Sub-Adviser's ’s duties under this Agreement will not devote their full such efforts and service to the Fund. It is also agreed that the Sub-Adviser may use any supplemental research obtained for the benefit of the Fund in providing investment advice to its other investment advisory accounts or for managing its own accounts.

Services to Others. Manager Adviser understands, and has advised Fund's the Trust’s Board of Trustees, that Sub-Adviser now acts, or acts and may in the future act, as an investment adviser to fiduciary and other managed accounts, and as investment adviser or adviser, sub-investment adviser adviser, and/or administrator to one or more other investment companies that are companies. Adviser has no objection to Sub-Adviser’s acting in such capacities, as long as such services do not a series of impair the services rendered to Adviser or the Fund, provided that whenever the Fund and one or more other investment advisory clients of Sub-Adviser have available funds for investment, investments suitable and appropriate for each will be allocated in a manner believed by Sub-Adviser to be equitable to each. Manager recognizes, recognizes and has advised Fund's the Trust’s Board of TrusteesTrustees that, that in some cases cases, this procedure may adversely affect the size of the position that the Fund may obtain in a particular security. It is further agreed that, on occasions when the Sub-Adviser deems the purchase or sale of a security to be in the best interests of the Fund as well as other accounts, it may, to the extent permitted by applicable law, but will not be obligated to, aggregate the securities to be so sold or purchased for the Fund with those to be sold or purchased for other accounts in order to obtain favorable execution and lower brokerage commissions. In addition, Manager Adviser understands, and has advised Fund's the Trust’s Board of Trustees, that the persons employed by Sub-Adviser to assist in Sub-Adviser's ’s duties under this Agreement will not devote their full time to such efforts service, and service nothing contained in this Agreement will be deemed to limit or restrict the Fund. It is also agreed that the right of Sub-Adviser may use or any supplemental research obtained for the benefit of its affiliates to engage in and devote time and attention to other businesses or to render services of whatever kind or nature. Notwithstanding any of the foregoing, Sub-Adviser shall obtain Adviser’s prior written consent (a copy of which shall concurrently be provided to the Trust’s Board of Trustees) before it or any of its employees act as an investment adviser, sub-investment adviser, portfolio manager and/or administrator to any investment company or series thereof other than to the Fund in providing investment advice to its or any other investment advisory accounts fund or for managing its own accountsfunds of the Trust. Such consent may not be unreasonably withheld by Adviser.

Services to Others. Manager understands, and has advised Fund's Board of Trusteesthe Board, that Sub-Adviser now acts, or may in the future act, as an investment adviser to fiduciary and other managed accounts, and as investment adviser or sub-investment adviser to one or more other investment companies that are not a series of the FundTrust, provided that whenever the each Fund and one or more other investment advisory clients of Sub-Adviser have available funds for investment, investments suitable and appropriate for each will be allocated in a manner believed by Sub-Adviser to be equitable to each. Manager recognizes, and has advised Fund's Board of Trusteesthe Board, that in some cases this procedure may adversely affect the size of the position that the each Fund may obtain in a particular security. It is further agreed that, on occasions when the Sub-Adviser deems the purchase or sale of a security to be in the best interests of the each Fund as well as other accounts, it may, to the extent permitted by applicable law, but will not be obligated to, aggregate the securities to be so sold or purchased for the each Fund with those to be sold or purchased for other accounts in order to obtain favorable execution and lower brokerage commissions. In addition, Manager understands, and has advised Fund's Board of Trusteesthe Board, that the persons employed by Sub-Adviser to assist in Sub-Adviser's ’s duties under this Agreement will not devote their full such efforts and service to the FundFunds. It is also agreed that the Sub-Adviser may use any supplemental research obtained for the benefit of the Fund Funds in providing investment advice to its other investment advisory accounts or for managing its own accounts.

Services to Others. Manager understands, and has advised Fund's the Trust’s Board of Trustees, that Sub-Adviser now acts, or may in the future act, as an investment adviser to fiduciary and other managed accounts, and as investment adviser or sub-investment adviser to one or more other investment companies company that are is not a series of the FundTrust, provided that whenever the Fund and one or more other investment advisory clients of Sub-Adviser have available funds for investment, investments suitable and appropriate for each will be allocated in a manner believed by Sub-Adviser to be equitable to each. Manager recognizes, and has advised Fund's the Trust’s Board of Trustees, that in some cases this procedure may adversely affect the size of the position that the Fund may obtain in a particular security. It is further agreed that, on occasions when the Sub-Adviser deems the purchase or sale of a security to be in the best interests of the Fund as well as other accounts, it may, to the extent permitted by applicable law, but will not be obligated to, aggregate the securities to be so sold or purchased for the Fund with those to be sold or purchased for other accounts in order to obtain favorable execution and lower brokerage commissions. In addition, Manager understands, and has advised Fund's the Trust’s Board of Trustees, that the persons employed by Sub-Adviser to assist in Sub-Adviser's ’s duties under this Agreement will not devote their full such efforts and service to the FundTrust. It is also agreed that the Sub-Adviser may use any supplemental research obtained for the benefit of the Fund Trust in providing investment advice to its other investment advisory accounts or for managing its own accounts.

Services to Others. Manager The Adviser understands, and has advised Fundthe Trust's Board of Trustees, that the Sub-Adviser now acts, or and may in the future act, as an investment adviser to fiduciary and other managed accounts, and as investment adviser or adviser, sub-investment adviser adviser, and/or administrator to one or more other investment companies that are not a series of companies. The Adviser has no objection to the FundSub-Adviser's acting in such capacities, provided that whenever the Fund and one or more other investment advisory clients of companies advised by the Sub-Adviser have available funds for investment, investments suitable and appropriate for each will be allocated in accordance with a manner formula believed by the Sub-Adviser to be equitable to eacheach company. Manager The Adviser recognizes, and has advised Fundthe Trust's Board of Trustees, that in some cases this procedure may adversely affect the size of the position that the Fund may obtain in a particular security. It is further agreed that, on occasions when the Sub-Adviser deems the purchase or sale of a security to be in the best interests of the Fund as well as other accounts, it may, to the extent permitted by applicable law, but will not be obligated to, aggregate the securities to be so sold or purchased for the Fund with those to be sold or purchased for other accounts in order to obtain favorable execution and lower brokerage commissions. In addition, Manager the Adviser understands, and has advised Fundthe Trust's Board of Trustees, that the persons employed by the Sub-Adviser to assist in the Sub-Adviser's duties under this Agreement will not devote their full time to such efforts service and service nothing contained in this Agreement will be deemed to limit or restrict the Fund. It is also agreed that right of the Sub-Adviser may use or any supplemental research obtained for the benefit of the Fund its affiliates to engage in providing investment advice and devote time and attention to its other investment advisory accounts businesses or for managing its own accountsto render services of whatever kind or nature.

Services to Others. Manager understands, and has advised Fund's the Trust’s Board of Trustees, that Sub-Adviser now acts, or may in the future act, as an investment adviser to fiduciary and other managed accounts, and as investment adviser or sub-investment adviser to one or more other investment companies that are not a series of the FundTrust, provided that whenever the Fund and one or more other investment advisory clients of Sub-Adviser have available funds for investment, investments suitable and appropriate for each will be allocated in a manner believed by Sub-Adviser to be equitable to each. Manager recognizes, and has advised Fund's the Trust’s Board of Trustees, that in some cases this procedure may adversely affect the size of the position that the Fund may obtain in a particular security. It is further agreed that, on occasions when the Sub-Adviser deems the purchase or sale of a security to be in the best interests of the Fund as well as other accounts, it may, to the extent permitted by applicable law, but will not be obligated to, aggregate the securities to be so sold or purchased for the Fund with those to be sold or purchased for other accounts in order to obtain favorable execution and lower brokerage commissions. In addition, Manager understands, and has advised Fund's the Trust’s Board of Trustees, that the persons employed by Sub-Adviser to assist in Sub-Adviser's ’s duties under this Agreement will not devote their full such efforts and service to the Fund. It is also agreed that the Sub-Adviser may use any supplemental research obtained for the benefit of the Fund in providing investment advice to its other investment advisory accounts or for managing its own accounts.

Services to Others. Manager understands, and has advised FundTrust's Board of Trustees, that Sub-Adviser now acts, or may in the future act, as an investment adviser to fiduciary and other managed accounts, and as investment adviser or sub-investment adviser to one or more other investment companies company that are is not a series of the FundTrust, provided that whenever the Fund and one or more other investment advisory clients of Sub-Adviser have available funds for investment, investments suitable and appropriate for each will be allocated in a manner believed by Sub-Adviser to be equitable to each. Manager recognizes, and has advised FundTrust's Board of Trustees, that in some cases this procedure may adversely affect the size of the position that the Fund may obtain in a particular security. It is further agreed that, on occasions when the Sub-Adviser deems the purchase or sale of a security to be in the best interests of the Fund as well as other accounts, it may, to the extent permitted by applicable law, but will not be obligated to, aggregate the securities to be so sold or purchased for the Fund with those to be sold or purchased for other accounts in order to obtain favorable execution and lower brokerage commissions. In addition, Manager understands, and has advised FundTrust's Board of Trustees, that the persons employed by Sub-Adviser to assist in Sub-Adviser's duties under this Agreement will not devote their full such efforts and service to the FundTrust. It is also agreed that the Sub-Adviser may use any supplemental research obtained for the benefit of the Fund Trust in providing investment advice to its other investment advisory accounts or for managing its own accounts.

Services to Others. Manager understands, and has advised Fund's Trust’s Board of Trustees, that Sub-Adviser now acts, or may in the future act, as an investment adviser to fiduciary and other managed accounts, and as investment adviser or sub-investment adviser to one or more other investment companies company that are is not a series of the FundTrust, provided that whenever the each Fund and one or more other investment advisory clients of Sub-Adviser have available funds for investment, investments suitable and appropriate for each will be allocated in a manner believed by Sub-Adviser to be equitable to each. Manager recognizes, and has advised Fund's Trust’s Board of Trustees, that in some cases this procedure may adversely affect the size of the position that the each Fund may obtain in a particular security. It is further agreed that, on occasions when the Sub-Adviser deems the purchase or sale of a security to be in the best interests of the each Fund as well as other accounts, it may, to the extent permitted by applicable law, but will not be obligated to, aggregate the securities to be so sold or purchased for the each Fund with those to be sold or purchased for other accounts in order to obtain favorable execution and lower brokerage commissions. In addition, Manager understands, and has advised Fund's Trust’s Board of Trustees, that the persons employed by Sub-Adviser to assist in Sub-Adviser's ’s duties under this Agreement will not devote their full such efforts and service to the FundTrust. It is also agreed that the Sub-Adviser may use any supplemental research obtained for the benefit of the Fund Trust in providing investment advice to its other investment advisory accounts or for managing its own accounts.

Services to Others. Manager understands, and has advised Fund's the Trust’s Board of Trustees, that Sub-Adviser now acts, or may in the future act, as an investment adviser to fiduciary and other managed accounts, and as investment adviser or sub-investment adviser to one or more other investment companies that are not a series of the FundTrust, provided that whenever the each Fund and one or more other investment advisory clients of Sub-Adviser have available funds for investment, investments suitable and appropriate for each will be allocated in a manner believed by Sub-Adviser to be equitable to each. Manager recognizes, and has advised Fund's the Trust’s Board of Trustees, that in some cases this procedure may adversely affect the size of the position that the each Fund may obtain in a particular security. It is further agreed that, on occasions when the Sub-Adviser deems the purchase or sale of a security to be in the best interests of the each Fund as well as other accounts, it may, to the extent permitted by applicable law, but will not be obligated to, aggregate the securities to be so sold or purchased for the each Fund with those to be sold or purchased for other accounts in order to obtain favorable execution and lower brokerage commissions. In addition, Manager understands, and has advised Fund's the Trust’s Board of Trustees, that the persons employed by Sub-Adviser to assist in Sub-Adviser's ’s duties under this Agreement will not devote their full such efforts and service to the FundFunds. It is also agreed that the Sub-Adviser may use any supplemental research obtained for the benefit of the Fund Funds in providing investment advice to its other investment advisory accounts or for managing its own accounts.

Services to Others. Manager understands, and has advised Fund's ’s Board of Trustees, that Sub-Adviser now acts, or may in the future act, as an investment adviser to fiduciary and other managed accounts, and as investment adviser or sub-investment adviser to one or more other investment companies that are not a series of the Fundportfolios including investment companies, provided that whenever the Fund and one or more other investment advisory clients of Sub-Adviser have available funds for investment, investments suitable and appropriate for each will be allocated in a manner believed by Sub-Adviser to be equitable to each. Manager recognizes, and has advised Fund's ’s Board of Trustees, that in some cases this procedure may adversely affect the size of the position that the Fund may obtain in a particular security. It is further agreed that, on occasions when the Sub-Adviser deems the purchase or sale of a security to be in the best interests of the Fund as well as other accounts, it may, to the extent permitted by applicable law, but will not be obligated to, aggregate the securities to be so sold or purchased for the Fund with those to be sold or purchased for other accounts in order to obtain favorable execution and lower brokerage commissions. In addition, Manager understands, and has advised Fund's ’s Board of Trustees, that the persons employed by Sub-Adviser to assist in Sub-Adviser's ’s duties under this Agreement will not devote their full such efforts and service to the Fund. It is also agreed that the Sub-Adviser may use any supplemental research obtained for the benefit of the Fund in providing investment advice to its other investment advisory accounts or for managing its own accounts.

Services to Others. Manager understands, and has advised Fund's the Trust’s Board of Trustees, that Sub-Adviser now acts, or may in the future act, as an investment adviser to fiduciary and other managed accounts, and as investment adviser or sub-investment adviser to one or more other investment companies company that are is not a series of the FundTrust, provided that whenever the Fund Funds and one or more other investment advisory clients of Sub-Adviser have available funds for investment, investments suitable and appropriate for each will be allocated in a manner believed by Sub-Adviser to be equitable to each. Manager recognizes, and has advised Fund's the Trust’s Board of Trustees, that in some cases this procedure may adversely affect the size of the position that the Fund Funds may obtain in a particular security. It is further agreed that, on occasions when the Sub-Adviser deems the purchase or sale of a security to be in the best interests of the Fund Funds as well as other accounts, it may, to the extent permitted by applicable law, but will not be obligated to, aggregate the securities to be so sold or purchased for the Fund Funds with those to be sold or purchased for other accounts in order to obtain favorable execution and lower brokerage commissions. In addition, Manager understands, and has advised Fund's the Trust’s Board of Trustees, that the persons employed by Sub-Adviser to assist in Sub-Adviser's ’s duties under this Agreement will not devote their full such efforts and service to the FundTrust. It is also agreed that the Sub-Adviser may use any supplemental research obtained for the benefit of the Fund Trust in providing investment advice to its other investment advisory accounts or for managing its own accounts.

Services to Others. Manager The Adviser understands, and has advised the Fund's ’s Board of Trustees, that the Sub-Adviser now acts, or and may in the future act, as an investment adviser to fiduciary and other managed accounts, and as investment adviser or sub-investment adviser to one or more other investment companies that are not a series of the Fundportfolios, including investment companies, provided that whenever the Fund and one or more other investment advisory clients of the Sub-Adviser have available funds for investment, investments suitable and appropriate for each will be allocated in a manner believed by the Sub-Adviser to be equitable to each. Manager The Adviser recognizes, and has advised the Fund's ’s Board of Trustees, that in some cases this procedure may adversely affect the size of the position that the Fund may obtain in a particular security. It is further agreed that, on occasions when the Sub-Adviser deems the purchase or sale of a security to be in the best interests of the Fund as well as other accounts, it may, to the extent permitted by applicable law, but will not be obligated to, aggregate the securities to be so sold or purchased for the Fund with those to be sold or purchased for other accounts in order to obtain favorable execution and lower brokerage commissions. In addition, Manager the Adviser understands, and has advised the Fund's ’s Board of Trustees, that the persons employed by the Sub-Adviser to assist in the Sub-Adviser's ’s duties under this Agreement will not devote their full such efforts and service to the Fund. It is also agreed that the Sub-Adviser may use any supplemental research obtained for the benefit of the Fund in providing investment advice to its other investment advisory accounts or for managing its own accounts. The Sub-Adviser shall be subject to a written code of ethics adopted by it pursuant to Rule 17j-1 of the 1940 Act, and shall not be subject to any other code of ethics, including the Adviser’s code of ethics, unless specifically adopted by the Sub-Adviser.

Services to Others. Manager The Adviser understands, and has advised Fund's the Trust’s Board of Trustees, that the Sub-Adviser now acts, or and may in the future act, as an investment adviser and fiduciary to fiduciary and other managed accounts, and as investment adviser or adviser, sub-investment adviser adviser, and/or administrator to one or more other investment companies that are not a series of companies. The Adviser has no objection to the FundSub-Adviser’s acting in such capacities, provided that the Sub-Adviser furnishes adequate disclosure of such possible conflicts of interest and implements procedures designed to mitigate or eliminate such conflicts. For example, whenever the a Fund and one or more other investment advisory clients of companies advised by the Sub-Adviser have available funds for investment, investments suitable and appropriate for each will be allocated in accordance with a manner formula believed by the Sub-Adviser to be equitable to eacheach company. Manager The Adviser recognizes, and has advised Fund's the Trust’s Board of Trustees, that in some cases this procedure the Sub-Adviser’s procedures may adversely affect the size of the position that the each Fund may obtain in a particular security. It is further agreed that, on occasions when the Sub-Adviser deems the purchase or sale of a security to be in the best interests of the Fund as well as other accounts, it may, to the extent permitted by applicable law, but will not be obligated to, aggregate the securities to be so sold or purchased for the Fund with those to be sold or purchased for other accounts in order to obtain favorable execution and lower brokerage commissions. In addition, Manager the Adviser understands, and has advised Fund's the Trust’s Board of Trustees, that the persons employed by the Sub-Adviser to assist in the Sub-Adviser's ’s duties under this Sub-Advisory Agreement will not devote their full time to such efforts service and service nothing contained in this Sub-Advisory Agreement will be deemed to limit or restrict the Fund. It is also agreed that right of the Sub-Adviser may use or any supplemental research obtained for the benefit of the Fund its affiliates to engage in providing investment advice and devote time and attention to its other investment advisory accounts businesses or for managing its own accountsto render services of whatever kind or nature.

Services to Others. Manager understands, and has advised Fund's Board of Trustees, that Sub-Adviser now acts, or may in the future act, as an investment adviser to fiduciary and other managed accounts, and as investment adviser or sub-investment adviser to one or more other investment companies company that are is not a series of the Fund, provided that whenever the Fund and one or more other investment advisory clients of Sub-Adviser have available funds for investment, investments suitable and appropriate for each will be allocated in a manner believed by Sub-Adviser to be equitable to each. Manager recognizes, and has advised Fund's Board of Trustees, that in some cases this procedure may adversely affect the size of the position that the Fund may obtain in a particular security. It is further agreed that, on occasions when the Sub-Adviser deems the purchase or sale of a security to be in the best interests of the Fund as well as other accounts, it may, to the extent permitted by applicable law, but will not be obligated to, aggregate the securities to be so sold or purchased for the Fund with those to be sold or purchased for other accounts in order to obtain favorable execution and lower brokerage commissions. In addition, Manager understands, and has advised Fund's Board of Trustees, that the persons employed by Sub-Adviser to assist in Sub-Adviser's duties under this Agreement will not devote their full such efforts and service to the Fund. It is also agreed that the Sub-Adviser may use any supplemental research obtained for the benefit of the Fund in providing investment advice to its other investment advisory accounts or for managing its own accounts.

Services to Others. Manager understands, and has advised Fund's the Trust’s Board of Trustees, that Sub-Adviser now acts, or may in the future act, as an investment adviser to fiduciary and other managed accounts, and as investment adviser or sub-investment adviser to one or more other investment companies that are not a series of the Fundcompanies, provided that whenever the Fund and one or more other investment advisory clients of Sub-Adviser have available funds for investment, investments suitable and appropriate for each will be allocated in a manner believed by Sub-Adviser to be equitable to each. Manager recognizes, and has advised Fund's the Trust’s Board of Trustees, that in some cases this procedure may adversely affect the size of the position that the Fund may obtain in a particular security. It is further agreed that, on occasions when the Sub-Adviser deems the purchase or sale of a security to be in the best interests of the Fund as well as other accounts, it may, to the extent permitted by applicable law, but will not be obligated to, aggregate the securities to be so sold or purchased for the Fund with those to be sold or purchased for other accounts in order to obtain favorable execution and lower brokerage commissions. In addition, Manager understands, and has advised Fund's the Trust’s Board of Trustees, that the persons employed by Sub-Adviser to assist in Sub-Adviser's ’s duties under this Agreement will not devote their full such efforts and service to the Fund. It is also agreed that the Sub-Adviser may use any supplemental research obtained for the benefit of the Fund in providing investment advice to its other investment advisory accounts or for managing its own accounts.

Services to Others. Manager understands, and has advised Fund's Trust’s Board of Trustees, that Sub-Adviser now acts, or may in the future act, as an investment adviser to fiduciary and other managed accounts, and as investment adviser or sub-investment adviser to one or more other investment companies company that are is not a series of the FundTrust, provided that whenever the Fund and one or more other investment advisory clients of Sub-Adviser have available funds for investment, investments suitable and appropriate for each will be allocated in a manner believed by Sub-Adviser to be equitable to each. Manager recognizes, and has advised Fund's Trust’s Board of Trustees, that in some cases this procedure may adversely affect the size of the position that the Fund may obtain in a particular security. It is further agreed that, on occasions when the Sub-Adviser deems the purchase or sale of a security to be in the best interests of the Fund as well as other accounts, it may, to the extent permitted by applicable law, but will not be obligated to, aggregate the securities to be so sold or purchased for the Fund with those to be sold or purchased for other accounts in order to obtain favorable execution and lower brokerage commissions. In addition, Manager understands, and has advised Fund's Trust’s Board of Trustees, that the persons employed by Sub-Adviser to assist in Sub-Adviser's ’s duties under this Agreement will not devote their full such efforts and service to the FundTrust. It is also agreed that the Sub-Adviser may use any supplemental research obtained for the benefit of the Fund Trust in providing investment advice to its other investment advisory accounts or for managing its own accounts.

Services to Others. Manager The Adviser understands, and has advised Fundthe Trust's Board of Trustees, that the Sub-Adviser now acts, or may in the future act, as an investment adviser to fiduciary and other managed accounts, and as investment adviser or sub-investment adviser to one or more other investment companies that are not a series of or accounts. The Adviser has no objection to the FundSub-Adviser acting in such capacities, provided that whenever the Fund and one or more other investment advisory clients of the Sub-Adviser have available funds for investment, investments suitable and appropriate for each will be allocated in a manner believed by the Sub-Adviser to be equitable to each. Manager The Sub-Adviser may group orders for a Fund with orders for other funds and accounts to obtain the efficiencies that may be available on larger transactions when it determines that investment decisions are appropriate for each participating account. The Sub-Adviser cannot assure that such policy will not adversely affect the price paid or received by a Fund. The Adviser recognizes, and has advised FundTrust's Board of Trustees, that in some cases this procedure may adversely affect the size and the opportunities of the position that the participating Fund may obtain in a particular security. It is further agreed that, on occasions when the Sub-Adviser deems the purchase or sale of a security to be in the best interests of the Fund as well as other accounts, it may, to the extent permitted by applicable law, but will not be obligated to, aggregate the securities to be so sold or purchased for the Fund with those to be sold or purchased for other accounts in order to obtain favorable execution and lower brokerage commissions. In addition, Manager the Adviser understands, and has advised Fundthe Trust's Board of Trustees, that the persons employed by the Sub-Adviser to assist in the Sub-Adviser's duties under this Agreement will not devote their full time to such efforts service and service nothing contained in this Agreement will be deemed to limit or restrict the Fund. It is also agreed that right of the Sub-Adviser may use or any supplemental research obtained for the benefit of the Fund its affiliates to engage in providing investment advice and devote time and attention to its other investment advisory accounts businesses or for managing its own accountsto render services of whatever kind or nature.

Services to Others. Manager Adviser understands, and has advised Fund's the Trust’s Board of Trustees, that Sub-Adviser now actsAdviser, its affiliates, principals, members, directors, officers and employees now, or may in the future actfuture, as an render the same, similar or dissimilar services, including investment adviser advisory and management services, to fiduciary others, including investment companies, funds, firms, individuals, associations or accounts. Adviser has no objection to Sub-Adviser acting in such capacities and other managed accountsSub-Adviser, its affiliates, principals, members, directors, officers and as investment adviser employees shall not be limited or sub-investment adviser to one or more other investment companies that are not a series of the Fundrestricted from providing such services, provided that whenever the Fund and one or more other investment advisory clients of Sub-Adviser have available funds for investment, investments suitable and appropriate for each will be allocated in a manner believed by Sub-Adviser to be equitable to each. Manager Sub-Adviser may group orders for a Fund with orders for other funds and accounts to obtain the efficiencies that may be available on larger transactions when it determines that investment decisions are appropriate for each participating account. Sub-Adviser cannot assure that such policy will not adversely affect the price paid or received by a Fund. Adviser recognizes, and has advised Fund's Trust’s Board of Trustees, that in some cases this procedure may adversely affect the size and the opportunities of the position that the participating Fund may obtain in a particular security. It is further agreed that, on occasions when the Sub-Adviser deems the purchase or sale of a security to be in the best interests of the Fund as well as other accounts, it may, to the extent permitted by applicable law, but will not be obligated to, aggregate the securities to be so sold or purchased for the Fund with those to be sold or purchased for other accounts in order to obtain favorable execution and lower brokerage commissions. In addition, Manager Adviser understands, and has advised Fund's the Trust’s Board of Trustees, that the persons employed by Sub-Adviser to assist in Sub-Adviser's duties under this Agreement will not devote their full time to such efforts service and service nothing contained in this Agreement will be deemed to limit or restrict the Fund. It is also agreed that the right of Sub-Adviser may use or any supplemental research obtained for the benefit of the Fund its affiliates to engage in providing investment advice and devote time and attention to its other investment advisory accounts businesses or for managing its own accountsto render services of whatever kind or nature.

Services to Others. Manager Adviser understands, and has advised Fundthe Trust's Board of Trustees, that Sub-Adviser now acts, or acts and may in the future act, as an investment adviser to fiduciary and other managed accounts, and as investment adviser or adviser, sub-investment adviser adviser, and/or administrator to one or more other investment companies that are companies. Adviser has no objection to Sub-Adviser's acting in such capacities, as long as such services do not a series of impair the services rendered to Adviser or the Fund, provided that whenever the Fund and one or more other investment advisory clients of Sub-Adviser have available funds for investment, investments suitable and appropriate for each will be allocated in a manner believed by Sub-Adviser to be equitable to each. Manager recognizes, recognizes and has advised Fundthe Trust's Board of TrusteesTrustees that, that in some cases cases, this procedure may adversely affect the size of the position that the Fund may obtain in a particular security. It is further agreed that, on occasions when the Sub-Adviser deems the purchase or sale of a security to be in the best interests of the Fund as well as other accounts, it may, to the extent permitted by applicable law, but will not be obligated to, aggregate the securities to be so sold or purchased for the Fund with those to be sold or purchased for other accounts in order to obtain favorable execution and lower brokerage commissions. In addition, Manager Adviser understands, and has advised Fundthe Trust's Board of Trustees, that the persons employed by Sub-Adviser to assist in Sub-Adviser's duties under this Agreement will not devote their full time to such efforts service, and service nothing contained in this Agreement will be deemed to limit or restrict the Fund. It is also agreed that the right of Sub-Adviser may use or any supplemental research obtained for the benefit of its affiliates to engage in and devote time and attention to other businesses or to render services of whatever kind or nature. Notwithstanding any of the foregoing, Sub-Adviser shall obtain Adviser's prior written consent (a copy of which shall concurrently be provided to the Trust's Board of Trustees) before it or any of its employees act as an investment adviser, sub-investment adviser, portfolio manager and/or administrator to any investment company or series thereof other than to the Fund in providing investment advice to its or any other investment advisory accounts fund or for managing its own accountsfunds of the trust. Such consent may not be unreasonably withheld by Adviser.

Services to Others. Manager understands, and has advised Fund's Board of Trustees, that Sub-Adviser now acts, or may in the future act, as an investment adviser to fiduciary and other managed accounts, and as investment adviser or sub-investment adviser to one or more other investment companies that are not a series of the Fundportfolios including investment companies, provided that whenever the Fund and one or more other investment advisory clients of Sub-Adviser have available funds for investment, investments suitable and appropriate for each will be allocated in a manner believed by Sub-Adviser to be equitable to each. Manager recognizes, and has advised Fund's Board of Trustees, that in some cases this procedure may adversely affect the size of the position that the Fund may obtain in a particular security. It is further agreed that, on occasions when the Sub-Adviser deems the purchase or sale of a security to be in the best interests of the Fund as well as other accounts, it may, to the extent permitted by applicable law, but will not be obligated to, aggregate the securities to be so sold or purchased for the Fund with those to be sold or purchased for other accounts in order to obtain favorable execution and lower brokerage commissions. In addition, Manager understands, and has advised Fund's Board of Trustees, that the persons employed by Sub-Adviser to assist in Sub-Adviser's duties under this Agreement will not devote their full such efforts and service to the Fund. It is also agreed that the Sub-Adviser may use any supplemental research obtained for the benefit of the Fund in providing investment advice to its other investment advisory accounts or for managing its own accounts.

Services to Others. Manager Adviser understands, and has advised Fund's the Trust’s Board of Trustees, that Sub-Adviser now acts, or acts and may in the future act, as an investment adviser to fiduciary and other managed accounts, and as investment adviser or adviser, sub-investment adviser adviser, and/or administrator to one or more other investment companies that are companies. Adviser has no objection to Sub-Adviser’s acting in such capacities, as long as such services do not a series of impair the services rendered to Adviser or the Fund, provided that whenever the Fund and one or more other investment advisory clients of Sub-Adviser have available funds for investment, investments suitable and appropriate for each will be allocated in a manner believed by Sub-Adviser to be equitable to each. Manager recognizes, recognizes and has advised Fund's the Trust’s Board of TrusteesTrustees that, that in some cases cases, this procedure may adversely affect the size of the position that the Fund may obtain in a particular security. It is further agreed that, on occasions when the Sub-Adviser deems the purchase or sale of a security to be in the best interests of the Fund as well as other accounts, it may, to the extent permitted by applicable law, but will not be obligated to, aggregate the securities to be so sold or purchased for the Fund with those to be sold or purchased for other accounts in order to obtain favorable execution and lower brokerage commissions. In addition, Manager Adviser understands, and has advised Fund's the Trust’s Board of Trustees, that the persons employed by Sub-Adviser to assist in Sub-Adviser's ’s duties under this Interim Agreement will not devote their full time to such efforts service, and service nothing contained in this Interim Agreement will be deemed to limit or restrict the Fund. It is also agreed that the right of Sub-Adviser may use or any supplemental research obtained for the benefit of its affiliates to engage in and devote time and attention to other businesses or to render services of whatever kind or nature. Notwithstanding any of the foregoing, Sub-Adviser shall obtain Adviser’s prior written consent (a copy of which shall concurrently be provided to the Trust’s Board of Trustees) before it or any of its employees act as an investment adviser, sub-investment adviser, portfolio manager and/or administrator to any investment company or series thereof other than to the Fund in providing investment advice to its or any other investment advisory accounts fund or for managing its own accountsfunds of the Trust. Such consent may not be unreasonably withheld by Adviser.

Services to Others. Manager understands, and has advised Fund's Board of Trusteesthe Trust’s Board, that Sub-Adviser now acts, or may in the future act, as an investment adviser to fiduciary and other managed accounts, and as investment adviser or sub-investment adviser to one or more other investment companies that are not a series of the Fundcompanies, provided that whenever the Fund and one or more other investment advisory clients of Sub-Adviser have available funds for investment, investments suitable and appropriate for each will be allocated in a manner believed by Sub-Adviser to be equitable to each. Manager recognizes, and has advised Fund's Board of Trusteesthe Trust’s Board, that in some cases this procedure may adversely affect the size of the position that the Fund may obtain in a particular security. It is further agreed that, on occasions when the Sub-Adviser deems the purchase or sale of a security to be in the best interests of the Fund as well as other accounts, it may, to the extent permitted by applicable law, but will not be obligated to, aggregate the securities to be so sold or purchased for the Fund with those to be sold or purchased for other accounts in order to obtain favorable execution and lower brokerage commissions. In addition, Manager understands, and has advised Fund's Board of Trusteesthe Trust’s Board, that the persons employed by Sub-Adviser to assist in Sub-Adviser's ’s duties under this Agreement will not devote their full such efforts and service to the Fund. It is also agreed that the Sub-Adviser may use any supplemental research obtained for the benefit of the Fund in providing investment advice to its other investment advisory accounts or for managing its own accounts.

Services to Others. Manager The Adviser understands, and has advised the Fund's ’s Board of Trustees, that the Sub-Adviser now acts, or and may in the future act, as an investment adviser to fiduciary and other managed accounts, and as investment adviser or sub-investment adviser to one or more other investment companies that are not a series of the Fundportfolios, including investment companies, provided that whenever the Fund and one or more other investment advisory clients of the Sub-Adviser have available funds for investment, investments suitable and appropriate for each will be allocated in a manner believed by the Sub-Adviser to be equitable to each. Manager The Adviser recognizes, and has advised the Fund's ’s Board of Trustees, that in some cases this procedure may adversely affect the size of the position that the Fund may obtain in a particular security. It is further agreed that, on occasions when the Sub-Adviser deems the purchase or sale of a security to be in the best interests of the Fund as well as other accounts, it may, to the extent permitted by applicable law, but will not be obligated to, aggregate the securities to be so sold or purchased for the Fund with those to be sold or purchased for other accounts in order to obtain favorable execution and lower brokerage commissions. In addition, Manager the Adviser understands, and has advised the Fund's ’s Board of Trustees, that the persons employed by the Sub-Adviser to assist in the Sub-Adviser's ’s duties under this Agreement will not devote their full such efforts and service to the Fund. It is also agreed that the Sub-Adviser may use any supplemental research obtained for the benefit of the Fund in providing investment advice to its other investment advisory accounts or for managing its own accounts. The Sub-Adviser shall be subject to a written code of ethics adopted by it pursuant to Rule 17j-1 of the 1940 Act and Rule 204A-1 under the Advisers Act, and shall not be subject to any other code of ethics, including the Adviser’s code of ethics, unless specifically adopted by the Sub-Adviser.

Services to Others. Manager understands, and has advised FundTrust's Board of Trustees, that Sub-Adviser now acts, or may in the future act, as an investment adviser to fiduciary and other managed accounts, and as investment adviser or sub-investment adviser to one or more other investment companies company that are is not a series of the FundTrust, provided that whenever the each Fund and one or more other investment advisory clients of Sub-Adviser have available funds for investment, investments suitable and appropriate for each will be allocated in a manner believed by Sub-Adviser to be equitable to each. Manager recognizes, and has advised FundTrust's Board of Trustees, that in some cases this procedure may adversely affect the size of the position that the each Fund may obtain in a particular security. It is further agreed that, on occasions when the Sub-Adviser deems the purchase or sale of a security to be in the best interests of the each Fund as well as other accounts, it may, to the extent permitted by applicable law, but will not be obligated to, aggregate the securities to be so sold or purchased for the each Fund with those to be sold or purchased for other accounts in order to obtain favorable execution and lower brokerage commissions. In addition, Manager understands, and has advised FundTrust's Board of Trustees, that the persons employed by Sub-Adviser to assist in Sub-Adviser's duties under this Agreement will not devote their full such efforts and service to the FundTrust. It is also agreed that the Sub-Adviser may use any supplemental research obtained for the benefit of the Fund Trust in providing investment advice to its other investment advisory accounts or for managing its own accounts.

Services to Others. Manager Adviser understands, and has advised Fundthe Trust's Board of Trustees, that Sub-Adviser now acts, or may in the future act, as an investment adviser to fiduciary and other managed accounts, and as investment adviser or sub-investment adviser to one or more other investment companies that are not a series of or accounts, including other investment companies and accounts following the same investment strategy as the Fund. Adviser has no objection to Sub-Adviser acting in such capacities, provided that whenever the Fund and one or more other investment advisory clients of Sub-Adviser have available funds for investment, investments suitable and appropriate for each will be allocated in a manner believed by Sub-Adviser to be equitable to each. Manager Sub-Adviser may group orders for a Fund with orders for other funds and accounts to obtain the efficiencies that may be available on larger transactions when it determines that investment decisions are appropriate for each participating account. Sub-Adviser cannot assure that such policy will not adversely affect the price paid or received by a Fund. Adviser recognizes, and has advised FundTrust's Board of Trustees, that in some cases this procedure may adversely affect the size and the opportunities of the position that the participating Fund may obtain in a particular security. It is further agreed that, on occasions when the Sub-Adviser deems the purchase or sale of a security to be in the best interests of the Fund as well as other accounts, it may, to the extent permitted by applicable law, but will not be obligated to, aggregate the securities to be so sold or purchased for the Fund with those to be sold or purchased for other accounts in order to obtain favorable execution and lower brokerage commissions. In addition, Manager Adviser understands, and has advised Fundthe Trust's Board of Trustees, that the persons employed by Sub-Adviser to assist in Sub-Adviser's duties under this Agreement will not devote their full time to such efforts service and service nothing contained in this Agreement will be deemed to limit or restrict the Fund. It is also agreed that the right of Sub-Adviser may use or any supplemental research obtained for the benefit of the Fund its affiliates to engage in providing investment advice and devote time and attention to its other investment advisory accounts businesses or for managing its own accountsto render services of whatever kind or nature.

Services to Others. Manager The Advisor understands, and has advised Fundthe Trust's Board of Trustees, that the Sub-Adviser Advisor now acts, or and may in the future act, as an investment adviser and fiduciary to fiduciary and other managed accounts, and as investment adviser or adviser, sub-investment adviser adviser, and/or administrator to one or more other investment companies that are not a series of companies. The Advisor has no objection to the FundSub-Advisor's acting in such capacities, provided that the Sub-Advisor furnishes adequate disclosure of such possible conflicts of interest and implements procedures designed to mitigate or eliminate such conflicts. For example, whenever the a Fund and one or more other investment advisory clients of companies advised by the Sub-Adviser Advisor have available funds for investment, investments suitable and appropriate for each will be allocated in accordance with a manner formula believed by the Sub-Adviser Advisor to be equitable to eacheach company. Manager The Advisor recognizes, and has advised Fundthe Trust's Board of Trustees, that in some cases this procedure the Sub-Advisor's procedures may adversely affect the size of the position that the each Fund may obtain in a particular security. It is further agreed that, on occasions when the Sub-Adviser deems the purchase or sale of a security to be in the best interests of the Fund as well as other accounts, it may, to the extent permitted by applicable law, but will not be obligated to, aggregate the securities to be so sold or purchased for the Fund with those to be sold or purchased for other accounts in order to obtain favorable execution and lower brokerage commissions. In addition, Manager the Advisor understands, and has advised Fundthe Trust's Board of Trustees, that the persons employed by the Sub-Adviser Advisor to assist in the Sub-AdviserAdvisor's duties under this Agreement will not devote their full time to such efforts service and service nothing contained in this Agreement will be deemed to limit or restrict the Fund. It is also agreed that right of the Sub-Adviser may use Advisor or any supplemental research obtained for the benefit of the Fund its affiliates to engage in providing investment advice and devote time and attention to its other investment advisory accounts businesses or for managing its own accountsto render services of whatever kind or nature.

Services to Others. Manager understands, and has advised Fund's ’s Board of Trustees, that Sub-Adviser now acts, or may in the future act, as an investment adviser to fiduciary and other managed accounts, and as investment adviser or sub-investment adviser to one or more other investment companies that are not a series of the Fundcompanies, provided that whenever the Fund and one or more other investment advisory clients of Sub-Adviser have available funds for investment, investments suitable and appropriate for each will be allocated in a manner believed by Sub-Adviser to be equitable to each. Manager recognizes, and has advised Fund's ’s Board of Trustees, that in some cases this procedure may adversely affect the size of the position that the Fund may obtain in a particular security. It is further agreed that, on occasions when the Sub-Adviser deems the purchase or sale of a security to be in the best interests of the Fund as well as other accounts, it may, to the extent permitted by applicable law, but will not be obligated to, aggregate the securities to be so sold or purchased for the Fund with those to be sold or purchased for other accounts in order to obtain favorable execution and lower brokerage commissions. In addition, Manager understands, and has advised Fund's ’s Board of Trustees, that the persons employed by Sub-Adviser to assist in Sub-Adviser's ’s duties under this Agreement will not devote their full such efforts and service to the Fund. It is also agreed that the Sub-Adviser may use any supplemental research obtained for the benefit of the Fund in providing investment advice to its other investment advisory accounts or for managing its own accounts.

Services to Others. Manager Adviser understands, and has advised Fund's the Trust’s Board of Trustees, that Sub-Adviser now acts, or acts and may in the future act, as an investment adviser to fiduciary and other managed accounts, and as investment adviser or adviser, sub-investment adviser adviser, and/or administrator to one or more other investment companies that are companies. Adviser has no objection to Sub-Adviser’s acting in such capacities, as long as such services do not a series of impair the services rendered to Adviser or the Fund, provided that whenever the Fund and one or more other investment advisory clients of Sub-Adviser have available funds for investment, investments suitable and appropriate for each will be allocated in a manner believed by Sub-Adviser to be equitable to each. Manager recognizes, recognizes and has advised Fund's the Trust’s Board of TrusteesTrustees that, that in some cases cases, this procedure may adversely affect the size of the position that the Fund may obtain in a particular security. It is further agreed that, on occasions when the Sub-Adviser deems the purchase or sale of a security to be in the best interests of the Fund as well as other accounts, it may, to the extent permitted by applicable law, but will not be obligated to, aggregate the securities to be so sold or purchased for the Fund with those to be sold or purchased for other accounts in order to obtain favorable execution and lower brokerage commissions. In addition, Manager Adviser understands, and has advised Fund's the Trust’s Board of Trustees, that the persons employed by Sub-Adviser to assist in Sub-Adviser's ’s duties under this Agreement will not devote their full time to such efforts service, and service nothing contained in this Agreement will be deemed to limit or restrict the Fund. It is also agreed that the right of Sub-Adviser may use or any supplemental research obtained for the benefit of its affiliates to engage in and devote time and attention to other businesses or to render services of whatever kind or nature. Notwithstanding any of the foregoing, Sub-Adviser shall obtain Adviser’s prior written consent (a copy of which shall concurrently be provided to the Trust’s Board of Trustees) before it or any of its employees act as an investment adviser, sub-investment adviser, portfolio manager and/or administrator to any investment company or series thereof other than to the Fund in providing investment advice to its or any other investment advisory accounts fund or for managing its own accountsfunds of the trust. Such consent may not be unreasonably withheld by Adviser.

Services to Others. Manager The Adviser understands, and has advised the Fund's ’s Board of Trustees, that the Sub-Adviser now acts, or may in the future act, as an investment adviser to fiduciary and other managed accounts, and as investment adviser or sub-investment adviser to one or more other investment companies that are not a series of the Fund, provided that whenever the Fund and one or more other investment advisory clients of the Sub-Adviser have available funds for investment, investments suitable and appropriate for each will be allocated in a manner believed by the Sub-Adviser to be equitable to each. Manager The Adviser recognizes, and has advised the Fund's ’s Board of Trustees, that in some cases this procedure may adversely affect the size of the position that the Fund may obtain in a particular security. It is further agreed that, on occasions when the Sub-Adviser deems the purchase or sale of a security to be in the best interests of the Fund as well as other accounts, it may, to the extent permitted by applicable law, but will not be obligated to, aggregate the securities to be so sold or purchased for the Fund with those to be sold or purchased for other accounts in order to obtain favorable execution and lower brokerage commissions. In addition, Manager the Adviser understands, and has advised the Fund's ’s Board of Trustees, that the persons employed by the Sub-Adviser to assist in the Sub-Adviser's ’s duties under this Agreement will not devote their full such efforts and service to the Fund. It is also agreed that the Sub-Adviser may use any supplemental research obtained for the benefit of the Fund in providing investment advice to its other investment advisory accounts or for managing its own accounts.

Services to Others. Manager The Adviser understands, and has advised Fund's the Trust’s Board of Trustees, that the Sub-Adviser now acts, or and may in the future act, as an investment adviser to fiduciary and other managed accounts, and as investment adviser or adviser, sub-investment adviser adviser, and/or administrator to other investment companies. The Adviser has no objection to the Sub-Adviser’s acts in such capacities, provided that whenever one or more of the Funds and one or more other investment companies that are not a series of or accounts advised by the Fund, provided that whenever the Fund and one or more other investment advisory clients of Sub-Adviser have available funds for investment, investments suitable and appropriate for each will be allocated in accordance with a manner believed by the Sub-Adviser to be equitable consistent with its fiduciary obligations to eachthe Funds and such other investment entities. Manager The Adviser recognizes, and has advised Fund's the Trust’s Board of Trustees, that in some cases this procedure may adversely affect the size of the position that the Fund participating Fund(s) may obtain in a particular security. It is further agreed that, on occasions when the Sub-Adviser deems the purchase or sale of a security to be in the best interests of the Fund as well as other accounts, it may, to the extent permitted by applicable law, but will not be obligated to, aggregate the securities to be so sold or purchased for the Fund with those to be sold or purchased for other accounts in order to obtain favorable execution and lower brokerage commissions. In addition, Manager the Adviser understands, and has advised Fund's the Trust’s Board of Trustees, that the persons employed by the Sub-Adviser to assist in the Sub-Adviser's ’s duties under this Agreement will not devote their full time to such efforts service and service nothing contained in this Agreement will be deemed to limit or restrict the Fund. It is also agreed that right of the Sub-Adviser may use or any supplemental research obtained for the benefit of the Fund its affiliates to engage in providing investment advice and devote time and attention to its other investment advisory accounts businesses or for managing its own accountsto render services of whatever kind or nature.

Services to Others. Manager understands, and has advised Fund's the Board of Trustees, that Sub-Adviser now acts, or may in the future act, as an investment adviser to fiduciary and other managed accounts, and as investment adviser or sub-investment adviser to one or more other investment companies company that are is not a series of the FundTrust, provided that whenever the Fund and one or more other investment advisory clients of Sub-Adviser have available funds for investment, investments suitable and appropriate for each will be allocated in a manner believed by Sub-Adviser to be equitable to each. Manager recognizes, and has advised Fund's the Board of Trustees, that in some cases this procedure may adversely affect the size of the position that the Fund may obtain in a particular security. It is further agreed that, on occasions when the Sub-Adviser deems the purchase or sale of a security to be in the best interests of the Fund as well as other accounts, it may, to the extent permitted by applicable law, but will not be obligated to, aggregate the securities to be so sold or purchased for the Fund with those to be sold or purchased for other accounts in order to obtain favorable execution and lower brokerage commissions. In addition, Manager understands, and has advised Fund's the Board of Trustees, that the persons employed by Sub-Adviser to assist in Sub-Adviser's ’s duties under this Agreement will not devote their full such efforts and service to the FundTrust. It is also agreed that the Sub-Adviser may use any supplemental research obtained for the benefit of the Fund Trust in providing investment advice to its other investment advisory accounts or for managing its own accounts.

Services to Others. Manager understands, and has advised Fund's each Trust’s Board of Trustees, that Sub-Adviser now acts, or may in the future act, as an investment adviser to fiduciary and other managed accounts, and as investment adviser or sub-investment adviser to one or more other investment companies company that are is not a series of the FundTrust, provided that whenever the each Fund and one or more other investment advisory clients of Sub-Adviser have available funds for investment, investments suitable and appropriate for each will be allocated in a manner believed by Sub-Adviser to be equitable to each. Manager recognizes, and has advised Fund's each Trust’s Board of Trustees, that in some cases this procedure may adversely affect the size of the position that the each Fund may obtain in a particular security. It is further agreed that, on occasions when the Sub-Adviser deems the purchase or sale of a security to be in the best interests of the each Fund as well as other accounts, it may, to the extent permitted by applicable law, but will not be obligated to, aggregate the securities to be so sold or purchased for the each Fund with those to be sold or purchased for other accounts in order to obtain favorable execution and lower brokerage commissions. In addition, Manager understands, and has advised Fund's each Trust’s Board of Trustees, that the persons employed by Sub-Adviser to assist in Sub-Adviser's ’s duties under this Agreement will not devote their full such efforts and service to the FundTrust. It is also agreed that the Sub-Adviser may use any supplemental research obtained for the benefit of the Fund Trust in providing investment advice to its other investment advisory accounts or for managing its own accounts.

Services to Others. Manager Adviser understands, and has advised Fund's the Board of Trustees, that Sub-Adviser now acts, or may in the future act, as an investment adviser to fiduciary and other managed accounts, and as investment adviser or sub-investment adviser to one or more other investment companies that are not a series of the Fundor accounts. Adviser has no objection to Sub-Adviser acting in such capacities, provided that whenever the Fund and one or more other investment advisory clients of Sub-Adviser have available funds for investment, investments suitable and appropriate for each will be allocated in a manner believed by Sub-Adviser to be equitable to each. Manager To the extent that the Fund invests in instruments other than certain Funds of the Trust, as outlined in the Registration Statement filed with the SEC, the Sub-Adviser may group orders for a Fund with orders for other funds and accounts to obtain the efficiencies that may be available on larger transactions when it determines that investment decisions are appropriate for each participating account. Sub-Adviser cannot assure that such policy will not adversely affect the price paid or received by a Fund. Adviser recognizes, and has advised Fund's Board of Trustees, that in some cases this procedure may adversely affect the size and the opportunities of the position that the participating Fund may obtain in a particular security. It is further agreed that, on occasions when the Sub-Adviser deems the purchase or sale of a security to be in the best interests of the Fund as well as other accounts, it may, to the extent permitted by applicable law, but will not be obligated to, aggregate the securities to be so sold or purchased for the Fund with those to be sold or purchased for other accounts in order to obtain favorable execution and lower brokerage commissions. In addition, Manager Adviser understands, and has advised Fund's the Board of Trustees, that the persons employed by Sub-Adviser to assist in Sub-Adviser's ’s duties under this Agreement will not devote their full time to such efforts services described in this Agreement, and service nothing contained in this Agreement will be deemed to limit or restrict the Fund. It is also agreed that the right of Sub-Adviser may use or any supplemental research obtained for the benefit of the Fund its affiliates to engage in providing investment advice and devote time and attention to its other investment advisory accounts businesses or for managing its own accountsto render services of whatever kind or nature.

Services to Others. Manager The Adviser understands, and has advised Fundthe Trust's Board of Trustees, that the Sub-Adviser now acts, or and may in the future act, as an investment adviser to fiduciary and other managed accounts, and as investment adviser or adviser, sub-investment adviser adviser, and/or administrator to one or more other investment companies that are not a series of companies. The Adviser has no objection to the FundSub-Adviser's acts in such capacities, provided that whenever the Fund and one or more other investment advisory clients of companies or accounts advised by the Sub-Adviser have available funds for investment, investments suitable and appropriate for each will be allocated in accordance with a manner believed by the Sub-Adviser to be equitable consistent with its fiduciary obligations to eachthe Fund and such other investment entities. Manager The Adviser recognizes, and has advised Fundthe Trust's Board of Trustees, that in some cases this procedure may adversely affect the size of the position that the Fund may obtain in a particular security. It is further agreed that, on occasions when the Sub-Adviser deems the purchase or sale of a security to be in the best interests of the Fund as well as other accounts, it may, to the extent permitted by applicable law, but will not be obligated to, aggregate the securities to be so sold or purchased for the Fund with those to be sold or purchased for other accounts in order to obtain favorable execution and lower brokerage commissions. In addition, Manager the Adviser understands, and has advised Fundthe Trust's Board of Trustees, that the persons employed by the Sub-Adviser to assist in the Sub-Adviser's duties under this Agreement will not devote their full time to such efforts service and service nothing contained in this Agreement will be deemed to limit or restrict the Fund. It is also agreed that right of the Sub-Adviser may use or any supplemental research obtained for the benefit of the Fund its affiliates to engage in providing investment advice and devote time and attention to its other investment advisory accounts businesses or for managing its own accountsto render services of whatever kind or nature.

Services to Others. Manager understands, and has advised Fund's Board of Trustees, that Sub-Adviser now acts, or may in the future act, as an investment adviser to fiduciary and other managed accounts, and as investment adviser or sub-investment adviser to one or more other investment companies that are not a series of the Fund, provided that whenever the Fund and one or more other investment advisory clients of Sub-Adviser have available funds for investment, investments suitable and appropriate for each will be allocated in a manner believed by Sub-Adviser to be equitable to each. Manager recognizes, and has advised Fund's Board of Trustees, that in some cases this procedure may adversely affect the size of the position that the Fund may obtain in a particular security. It is further agreed that, on occasions when the Sub-Adviser deems the purchase or sale of a security to be in the best interests of the Fund as well as other accounts, it may, to the extent permitted by applicable law, but will not be obligated to, aggregate the securities to be so sold or purchased for the Fund with those to be sold or purchased for other accounts in order to obtain favorable execution and lower brokerage commissions. In addition, Manager understands, and has advised Fund's Board of Trustees, that the persons employed by Sub-Adviser to assist in Sub-Adviser's duties under this Agreement will not devote their full such efforts and service to the Fund. It is also agreed that the Sub-Sub- Adviser may use any supplemental research obtained for the benefit of the Fund in providing investment advice to its other investment advisory accounts or for managing its own accounts.

Services to Others. Manager understands, and has advised Fund's ’s Board of Trustees, that Sub-Adviser now acts, or may in the future act, as an investment adviser to fiduciary and other managed accounts, and as investment adviser or sub-investment adviser to one or more other investment companies that are not a series of the Fundportfolios including investment companies, provided that whenever the Fund and one or more other investment advisory clients of Sub-Adviser have available funds for investment, investments suitable and appropriate for each will be allocated in a manner believed by Sub-Adviser to be equitable to each. Manager recognizes, and has advised Fund's ’s Board of Trustees, that in some cases this procedure may adversely affect the size of the position that the Fund may obtain in a particular security. It is further agreed that, on occasions when the Sub-Adviser deems the purchase or sale of a security to be in the best interests of the Fund as well as other accounts, it may, to the extent permitted by applicable law, but will not be obligated to, aggregate the securities to be so sold or purchased for the Fund with those to be sold or purchased for other accounts in order to obtain favorable execution and lower brokerage commissions. In addition, Manager understands, and has advised Fund's ’s Board of Trustees, that the persons employed by Sub-Adviser to assist in Sub-Adviser's ’s duties under this Agreement will not devote their full such efforts and service to the Fund. It is also agreed that the Sub-Adviser may use any supplemental research obtained for the benefit of the Fund in providing investment advice to its other investment advisory accounts or for managing its own accounts. INTECH shall be subject to a written code of ethics adopted by it pursuant to Rule 17j-1 of the 1940 Act, and shall not be subject to any other code of ethics, including the Manager’s code of ethics, unless specifically adopted by INTECH.

Services to Others. Manager understands, and has advised Fund's Board of Trusteesthe Board, that Sub-Adviser now acts, or may in the future act, as an investment adviser to fiduciary and other managed accounts, and as investment adviser or sub-investment adviser to one or more other investment companies that are not a series of the FundTrust, provided that whenever the each Fund and one or more other investment advisory clients of Sub-Adviser have available funds for investment, investments suitable and appropriate for each will be allocated in a manner believed by Sub-Adviser to be equitable to each. Manager recognizes, and has advised Fund's Board of Trusteesthe Board, that in some cases this procedure may adversely affect the size of the position that the each Fund may obtain in a particular security. It is further agreed that, on occasions when the Sub-Adviser deems the purchase or sale of a security to be in the best interests of the each Fund as well as other accounts, it may, to the extent permitted by applicable law, but will not be obligated to, aggregate the securities to be so sold or purchased for the each Fund with those to be sold or purchased for other accounts in order to obtain favorable execution and lower brokerage commissions. In addition, Manager understands, and has advised Fund's Board of Trusteesthe Board, that the persons employed by Sub-Adviser to assist in Sub-Adviser's Sub- Advisers duties under this Agreement will not devote their full such efforts and service to the FundFunds. It is also agreed that the Sub-Adviser may use any supplemental research obtained for the benefit of the Fund Funds in providing investment advice to its other investment advisory accounts or for managing its own accounts.

Services to Others. Manager The Adviser understands, and has advised Fundthe Trust's Board of Trustees, that the Sub-Adviser now acts, or and may in the future act, as an investment adviser to fiduciary and other managed accounts, and as investment adviser or adviser, sub-investment adviser adviser, and/or administrator to one or more the other investment companies that are not a series of companies. The Adviser has no objection to the FundSub-Adviser's acting in such capacities, provided that whenever the Fund and one or more other investment advisory clients of companies advised by the Sub-Adviser have available funds for investment, investments suitable and appropriate for each will be allocated in accordance with a manner formula believed by the Sub-Adviser to be equitable to eacheach company. Manager The Adviser recognizes, and has advised Fundthe Trust's Board of Trustees, that in some cases this procedure may adversely affect the size of the position that the a Fund may obtain in a particular security. It is further agreed that, on occasions when the Sub-Adviser deems the purchase or sale of a security to be in the best interests of the Fund as well as other accounts, it may, to the extent permitted by applicable law, but will not be obligated to, aggregate the securities to be so sold or purchased for the Fund with those to be sold or purchased for other accounts in order to obtain favorable execution and lower brokerage commissions. In addition, Manager the Adviser understands, and has advised Fundthe Trust's Board of Trustees, that the persons employed by the Sub-Adviser to assist in the Sub-Adviser's duties under this Agreement will not devote their full time to such efforts service and service nothing contained in this Agreement will be deemed to limit or restrict the Fund. It is also agreed that right of the Sub-Adviser may use or any supplemental research obtained for the benefit of the Fund its affiliates to engage in providing investment advice and devote time and attention to other businesses or to render services of whatever kind or nature so long as its other investment advisory accounts or for managing its own accountsservices under this Agreement are not impaired thereby.

Services to Others. Manager The Adviser understands, and has advised Fund's the Trust’s Board of Trustees, that the Sub-Adviser now acts, or and may in the future act, as an investment adviser to fiduciary and other managed accounts, and as investment adviser or adviser, sub-investment adviser adviser, and/or administrator to one or more other investment companies that are not a series of companies. The Adviser has no objection to the FundSub-Adviser’s acts in such capacities, provided that whenever the Fund and one or more other investment advisory clients of companies or accounts advised by the Sub-Adviser have available funds for investment, investments suitable and appropriate for each will be allocated in accordance with a manner believed by the Sub-Adviser to be equitable consistent with its fiduciary obligations to eachthe Fund and such other investment entities. Manager The Adviser recognizes, and has advised Fund's the Trust’s Board of Trustees, that in some cases this procedure may adversely affect the size of the position that the Fund may obtain in a particular security. It is further agreed that, on occasions when the Sub-Adviser deems the purchase or sale of a security to be in the best interests of the Fund as well as other accounts, it may, to the extent permitted by applicable law, but will not be obligated to, aggregate the securities to be so sold or purchased for the Fund with those to be sold or purchased for other accounts in order to obtain favorable execution and lower brokerage commissions. In addition, Manager the Adviser understands, and has advised Fund's the Trust’s Board of Trustees, that the persons employed by the Sub-Adviser to assist in the Sub-Adviser's ’s duties under this Agreement will not devote their full time to such efforts service and service nothing contained in this Agreement will be deemed to limit or restrict the Fund. It is also agreed that right of the Sub-Adviser may use or any supplemental research obtained for the benefit of the Fund its affiliates to engage in providing investment advice and devote time and attention to its other investment advisory accounts businesses or for managing its own accountsto render services of whatever kind or nature.

Services to Others. Manager Adviser understands, and has advised Fundthe Trust's Board of Trustees, that the Sub-Adviser now acts, or and may in the future act, as an investment adviser to fiduciary and other managed accounts, and as investment adviser or adviser, sub-investment adviser adviser, and/or administrator to one or more other investment companies that are not a series of companies. Adviser has no objection to the FundSub-Adviser's acting in such capacities, provided that whenever the Fund and one or more other investment advisory clients of companies advised by the Sub-Adviser have available funds for investment, investments suitable and appropriate for each will be allocated in accordance with a manner formula believed by the Sub-Adviser to be equitable to eacheach company. Manager Adviser recognizes, and has advised Fundthe Trust's Board of Trustees, that in some cases this procedure may adversely affect the size of the position that the Fund may obtain in a particular security. It is further agreed that, on occasions when the Sub-Adviser deems the purchase or sale of a security to be in the best interests of the Fund as well as other accounts, it may, to the extent permitted by applicable law, but will not be obligated to, aggregate the securities to be so sold or purchased for the Fund with those to be sold or purchased for other accounts in order to obtain favorable execution and lower brokerage commissions. In addition, Manager Adviser understands, and has advised Fundthe Trust's Board of Trustees, that the persons employed by the Sub-Adviser to assist in Sub-the Sub-- Adviser's duties under this Agreement will not devote their full time to such efforts service and service nothing contained in this Agreement will be deemed to limit or restrict the Fund. It is also agreed that right of the Sub-Adviser may use or any supplemental research obtained for the benefit of the Fund its affiliates to engage in providing investment advice and devote time and attention to its other investment advisory accounts businesses or for managing its own accountsto render services of whatever kind or nature.

Services to Others. Manager understands, and has advised Fund's the Board of Trustees, that Sub-Adviser now acts, or may in the future act, as an investment adviser to fiduciary and other managed accounts, and as investment adviser or sub-investment adviser to one or more other investment companies company that are is not a series of the FundTrust, provided that whenever the Fund Funds and one or more other investment advisory clients of Sub-Adviser have available funds for investment, investments suitable and appropriate for each will be allocated in a manner believed by Sub-Adviser to be equitable to each. Manager recognizes, and has advised Fund's the Board of Trustees, that in some cases this procedure may adversely affect the size of the position that the Fund Funds may obtain in a particular security. It is further agreed that, on occasions when the Sub-Adviser deems the purchase or sale of a security to be in the best interests of the Fund Funds as well as other accounts, it may, to the extent permitted by applicable law, but will not be obligated to, aggregate the securities to be so sold or purchased for the Fund Funds with those to be sold or purchased for other accounts in order to obtain favorable execution and lower brokerage commissions. In addition, Manager understands, and has advised Fund's the Board of Trustees, that the persons employed by Sub-Adviser to assist in Sub-Adviser's ’s duties under this Agreement will not devote their full such efforts and service to the FundTrust. It is also agreed that the Sub-Adviser may use any supplemental research obtained for the benefit of the Fund Trust in providing investment advice to its other investment advisory accounts or for managing its own accounts.

Services to Others. Manager understands, and has advised Fund's Board of Trusteesthe Board, that Sub-Adviser now acts, or may in the future act, as an investment adviser to fiduciary and other managed accounts, and as investment adviser or sub-investment adviser to one or more other investment companies that are not a series of the FundCompany, provided that whenever the each Fund and one or more other investment advisory clients of Sub-Adviser have available funds for investment, investments suitable and appropriate for each will be allocated in a manner believed by Sub-Sub- Adviser to be equitable to each. Manager recognizes, and has advised Fund's Board of Trusteesthe Board, that in some cases this procedure may adversely affect the size of the position that the each Fund may obtain in a particular security. It is further agreed that, on occasions when the Sub-Adviser deems the purchase or sale of a security to be in the best interests of the each Fund as well as other accounts, it may, to the extent permitted by applicable law, but will not be obligated to, aggregate the securities to be so sold or purchased for the each Fund with those to be sold or purchased for other accounts in order to obtain favorable execution and lower brokerage commissions. In addition, Manager understands, and has advised Fund's Board of Trusteesthe Board, that the persons employed by Sub-Adviser to assist in Sub-Adviser's ’s duties under this Agreement will not devote their full such efforts and service to the FundFunds. It is also agreed that the Sub-Adviser may use any supplemental research obtained for the benefit of the Fund Funds in providing investment advice to its other investment advisory accounts or for managing its own accounts.

Services to Others. Manager understands, and has advised Fund's the Trust’s Board of Trustees, that Sub-Adviser now acts, or may in the future act, as an investment adviser to fiduciary and other managed accounts, and as investment adviser or sub-investment adviser to one or more other investment companies company that are is not a series of the FundTrust, provided that whenever the each Fund and one or more other investment advisory clients of Sub-Adviser have available funds for investment, investments suitable and appropriate for each will be allocated in a manner believed by Sub-Adviser to be equitable to each. Manager recognizes, and has advised Fund's the Trust’s Board of Trustees, that in some cases this procedure may adversely affect the size of the position that the each Fund may obtain in a particular security. It is further agreed that, on occasions when the Sub-Adviser deems the purchase or sale of a security to be in the best interests of the each Fund as well as other accounts, it may, to the extent permitted by applicable law, but will not be obligated to, aggregate the securities to be so sold or purchased for the each Fund with those to be sold or purchased for other accounts in order to obtain favorable execution and lower brokerage commissions. In addition, Manager understands, and has advised Fund's the Trust’s Board of Trustees, that the persons employed by Sub-Adviser to assist in Sub-Adviser's ’s duties under this Agreement will not devote their full such efforts and service to the FundTrust. It is also agreed that the Sub-Adviser may use any supplemental research obtained for the benefit of the Fund Trust in providing investment advice to its other investment advisory accounts or for managing its own accounts.

Services to Others. Manager understands, and has advised Fund's Trust’s Board of Trustees, that Sub-Adviser now acts, or may in the future act, as an investment adviser to fiduciary and other managed accounts, and as investment adviser or sub-investment adviser to one or more other investment companies that are not a series of the Fundcompanies, provided that whenever the a Fund and one or more other investment advisory clients of Sub-Adviser have available funds for investment, investments suitable and appropriate for each will be allocated in a manner believed by Sub-Adviser to be equitable to each. Manager recognizes, and has advised Fund's Trust’s Board of Trustees, that in some cases this procedure may adversely affect the size of the position that the a Fund may obtain in a particular security. It is further agreed that, on occasions when the Sub-Adviser deems the purchase or sale of a security to be in the best interests of the a Fund as well as other accounts, it may, to the extent permitted by applicable law, but will not be obligated to, aggregate the securities to be so sold or purchased for the Fund with those to be sold or purchased for other accounts in order to obtain favorable execution and lower brokerage commissions. In addition, Manager understands, and has advised Fund's Trust’s Board of Trustees, that the persons employed by Sub-Adviser to assist in Sub-Adviser's ’s duties under this Agreement will not devote their full time to such efforts service and service nothing contained in this Agreement will be deemed to limit or restrict the Fundright of Sub-Adviser or any of its affiliates to engage in and devote time and attention to other businesses or to render services of whatever kind or nature. It is also agreed that the Sub-Adviser may use any supplemental research obtained for the benefit of the Fund Funds in providing investment advice to its other investment advisory accounts or for managing its own accounts.

Services to Others. Manager understands, and has advised Fund's Board of Trusteesthe Board, that Sub-Adviser now acts, or may in the future act, as an investment adviser to fiduciary and other managed accounts, and as investment adviser or sub-investment adviser to one or more other investment companies that are not a series of the FundCompany, provided that whenever the each Fund and one or more other investment advisory clients of Sub-Adviser have available funds for investment, investments suitable and appropriate for each will be allocated in a manner believed by Sub-Adviser to be equitable to each. Manager recognizes, and has advised Fund's Board of Trusteesthe Board, that in some cases this procedure may adversely affect the size of the position that the each Fund may obtain in a particular security. It is further agreed that, on occasions when the Sub-Adviser deems the purchase or sale of a security to be in the best interests of the each Fund as well as other accounts, it may, to the extent permitted by applicable law, but will not be obligated to, aggregate the securities to be so sold or purchased for the each Fund with those to be sold or purchased for other accounts in order to obtain favorable execution and lower brokerage commissions. In addition, Manager understands, and has advised Fund's Board of Trusteesthe Board, that the persons employed by Sub-Adviser to assist in Sub-Adviser's ’s duties under this Agreement will not devote their full such efforts and service to the FundFunds. It is also agreed that the Sub-Adviser may use any supplemental research obtained for the benefit of the Fund Funds in providing investment advice to its other investment advisory accounts or for managing its own accounts.

Services to Others. Manager understands, and has advised Fund's Board of Trusteesthe Board, that Sub-Adviser now acts, or may in the future act, as an investment adviser to fiduciary and other managed accounts, and as investment adviser or sub-investment adviser to one or more other investment companies that are not a series of the FundTrust, provided that whenever the each Fund and one or more other investment advisory clients of Sub-Adviser have available funds for investment, investments suitable and appropriate for each will be allocated in a manner believed by Sub-Sub- Adviser to be equitable to each. Manager recognizes, and has advised Fund's Board of Trusteesthe Board, that in some cases this procedure may adversely affect the size of the position that the each Fund may obtain in a particular security. It is further agreed that, on occasions when the Sub-Adviser deems the purchase or sale of a security to be in the best interests of the each Fund as well as other accounts, it may, to the extent permitted by applicable law, but will not be obligated to, aggregate the securities to be so sold or purchased for the each Fund with those to be sold or purchased for other accounts in order to obtain favorable execution and lower brokerage commissions. In addition, Manager understands, and has advised Fund's Board of Trusteesthe Board, that the persons employed by Sub-Adviser to assist in Sub-Adviser's ’s duties under this Agreement will not devote their full such efforts and service to the FundFunds. It is also agreed that the Sub-Adviser may use any supplemental research obtained for the benefit of the Fund Funds in providing investment advice to its other investment advisory accounts or for managing its own accounts.

Services to Others. Manager understands, and has advised Fund's the Trust’s Board of Trustees, that Sub-Adviser now acts, or may in the future act, as an investment adviser to fiduciary and other managed accounts, and as investment adviser or sub-investment adviser to one or more other investment companies that are not a series of the Fundcompanies, provided that whenever the a Fund and one or more other investment advisory clients of Sub-Adviser have available funds for investment, investments suitable and appropriate for each will be allocated in a manner believed by Sub-Adviser to be equitable to each. Manager recognizes, and has advised Fund's the Trust’s Board of Trustees, that in some cases this procedure may adversely affect the size of the position that the a Fund may obtain in a particular security. It is further agreed that, on occasions when the Sub-Adviser deems the purchase or sale of a security to be in the best interests of the a Fund as well as other accounts, it may, to the extent permitted by applicable law, but will not be obligated to, aggregate the securities to be so sold or purchased for the a Fund with those to be sold or purchased for other accounts in order to obtain favorable execution and lower brokerage commissions. In addition, Manager understands, and has advised Fund's the Trust’s Board of Trustees, that the persons employed by Sub-Adviser to assist in Sub-Adviser's ’s duties under this Agreement will not devote their full such efforts and service to the a Fund. It is also agreed that the Sub-Adviser may use any supplemental research obtained for the benefit of the a Fund in providing investment advice to its other investment advisory accounts or for managing its own accounts.

Services to Others. Manager Adviser understands, and has advised the Strategic Income Fund's Board of TrusteesManagers, that Sub-Adviser now acts, or may in the future act, as an investment adviser to fiduciary and other managed accounts, and as investment adviser or sub-investment adviser to one or more other investment companies that are not a series of the Fundor accounts. Adviser has no objection to Sub-Adviser acting in such capacities, provided that whenever the a Fund and one or more other investment advisory clients of Sub-Adviser have available funds for investment, investments suitable and appropriate for each will be allocated in a manner believed by Sub-Adviser to be equitable to each. Manager Sub-Adviser may group orders for a Fund with orders for other funds and accounts to obtain the efficiencies that may be available on larger transactions when it determines that investment decisions are appropriate for each participating account. Sub-Adviser cannot assure that such policy will not adversely affect the price paid or received by a Fund. Adviser recognizes, and has advised the Strategic Income Fund's Board of TrusteesManagers, that in some cases this procedure may adversely affect the size and the opportunities of the position that the participating Fund may obtain in a particular security. It is further agreed that, on occasions when the Sub-Adviser deems the purchase or sale of a security to be in the best interests of the Fund as well as other accounts, it may, to the extent permitted by applicable law, but will not be obligated to, aggregate the securities to be so sold or purchased for the Fund with those to be sold or purchased for other accounts in order to obtain favorable execution and lower brokerage commissions. In addition, Manager Adviser understands, and has advised the Strategic Income Fund's Board of TrusteesManagers, that the persons employed by Sub-Adviser to assist in Sub-Adviser's duties under this Agreement will not devote their full time to such efforts service and service nothing contained in this Agreement will be deemed to limit or restrict the Fund. It is also agreed that the right of Sub-Adviser may use or any supplemental research obtained for the benefit of the Fund its affiliates to engage in providing investment advice and devote time and attention to its other investment advisory accounts businesses or for managing its own accountsto render services of whatever kind or nature.

Services to Others. Manager The Adviser understands, and has advised the Fund's ’s Board of TrusteesDirectors, that the Sub-Adviser now acts, or and may in the future act, as an investment adviser to fiduciary and other managed accounts, and as investment adviser or sub-investment adviser to one or more other investment companies that are not a series of the Fundportfolios, including investment companies, provided that whenever the Fund and one or more other investment advisory clients of the Sub-Adviser have available funds for investment, investments suitable and appropriate for each will be allocated in a manner believed by the Sub-Adviser to be equitable to each. Manager The Adviser recognizes, and has advised the Fund's ’s Board of TrusteesDirectors, that in some cases this procedure may adversely affect the size of the position that the Fund may obtain in a particular security. It is further agreed that, on occasions when the Sub-Adviser deems the purchase or sale of a security to be in the best interests of the Fund as well as other accounts, it may, to the extent permitted by applicable law, but will not be obligated to, aggregate the securities to be so sold or purchased for the Fund with those to be sold or purchased for other accounts in order to obtain favorable execution and lower brokerage commissions. In addition, Manager the Adviser understands, and has advised the Fund's ’s Board of TrusteesDirectors, that the persons employed by the Sub-Adviser to assist in the Sub-Adviser's ’s duties under this Agreement will not devote their full such efforts and service to the Fund. It is also agreed that the Sub-Adviser may use any supplemental research obtained for the benefit of the Fund in providing investment advice to its other investment advisory accounts or for managing its own accounts. The Sub-Adviser shall be subject to a written code of ethics adopted by it pursuant to Rule 17j-1 of the 1940 Act, and shall not be subject to any other code of ethics, including the Adviser’s code of ethics, unless specifically adopted by the Sub-Adviser.

Services to Others. Manager understands, and has advised Fundthe Trust's Board of Trustees, that Sub-Adviser now acts, or may in the future act, as an investment adviser to fiduciary and other managed accounts, and as investment adviser or sub-investment adviser to one or more other investment companies company that are is not a series of the FundTrust, provided that whenever the each Fund and one or more other investment advisory clients of Sub-Adviser have available funds for investment, investments suitable and appropriate for each will be allocated in a manner believed by Sub-Adviser to be equitable to each. Manager recognizes, and has advised Fundthe Trust's Board of Trustees, that in some cases this procedure may adversely affect the size of the position that the each Fund may obtain in a particular security. It is further agreed that, on occasions when the Sub-Adviser deems the purchase or sale of a security to be in the best interests of the each Fund as well as other accounts, it may, to the extent permitted by applicable law, but will not be obligated to, aggregate the securities to be so sold or purchased for the each Fund with those to be sold or purchased for other accounts in order to obtain favorable execution and lower brokerage commissions. In addition, Manager understands, and has advised Fundthe Trust's Board of Trustees, that the persons employed by Sub-Adviser to assist in Sub-Adviser's duties under this Agreement will not devote their full such efforts and service to the FundTrust. It is also agreed that the Sub-Adviser may use any supplemental research obtained for the benefit of the Fund Trust in providing investment advice to its other investment advisory accounts or for managing its own accounts.

Services to Others. Manager The Fund understands, and has advised the Fund's ’s Board of TrusteesTrustees has been advised, that the Sub-Adviser now acts, or may in the future act, as an investment adviser to fiduciary and other managed accounts, and as investment adviser or sub-investment adviser to one or more other investment companies that are not a series of the Fund, provided that whenever the Fund and one or more other investment advisory clients of the Sub-Adviser have available funds for investment, investments suitable and appropriate for each will be allocated in a manner believed by the Sub-Adviser to be equitable to each. Manager The Fund recognizes, and has advised the Fund's ’s Board of TrusteesTrustees has been advised, that in some cases this procedure may adversely affect the size of the position that the Fund may obtain in a particular security. It is further agreed that, on occasions when the Sub-Adviser deems the purchase or sale of a security to be in the best interests of the Fund as well as other accounts, it may, to the extent permitted by applicable law, but will not be obligated to, aggregate the securities to be so sold or purchased for the Fund with those to be sold or purchased for other accounts in order to obtain favorable execution and lower brokerage commissions. In addition, Manager the Fund understands, and has advised the Fund's ’s Board of TrusteesTrustees has been advised, that the persons employed by the Sub-Adviser to assist in the Sub-Adviser's ’s duties under this Agreement will not devote their full such efforts and service to the Fund. It is also agreed that the Sub-Adviser may use any supplemental research obtained for the benefit of the Fund in providing investment advice to its other investment advisory accounts or for managing its own accounts.

Services to Others. Manager understands, and has advised Fund's ’s Board of Trustees, that Sub-Adviser now acts, or may in the future act, as an investment adviser to fiduciary and other managed accounts, and as investment adviser or sub-investment adviser to one or more other investment companies that are not a series of the Fund, provided that whenever the Fund and one or more other investment advisory clients of Sub-Adviser have available funds for investment, investments suitable and appropriate for each will be allocated in a manner believed by Sub-Adviser to be equitable to each. Manager recognizes, and has advised Fund's ’s Board of Trustees, that in some cases this procedure may adversely affect the size of the position that the Fund may obtain in a particular security. It is further agreed that, on occasions when the Sub-Sub- Adviser deems the purchase or sale of a security to be in the best interests of the Fund as well as other accounts, it may, to the extent permitted by applicable law, but will not be obligated to, aggregate the securities to be so sold or purchased for the Fund with those to be sold or purchased for other accounts in order to obtain favorable execution and lower brokerage commissions. In addition, Manager understands, and has advised Fund's ’s Board of Trustees, that the persons employed by Sub-Adviser to assist in Sub-Adviser's ’s duties under this Agreement will not devote their full such efforts and service to the Fund. It is also agreed that the Sub-Sub- Adviser may use any supplemental research obtained for the benefit of the Fund in providing investment advice to its other investment advisory accounts or for managing its own accounts.

Services to Others. Manager understands, and has advised Fund's the Trust’s Board of Trustees, that Sub-Adviser now acts, or may in the future act, as an investment adviser to fiduciary and other managed accounts, and as investment adviser or sub-investment adviser to one or more other investment companies that are not a series of the FundTrust, provided that whenever the Fund and one or more other investment advisory clients of Sub-Adviser have available funds for investment, investments suitable and appropriate for each will be allocated in a manner believed by Sub-Adviser to be equitable to each. Manager recognizes, and has advised Fund's the Trust’s Board of Trustees, that in some cases this procedure may adversely affect the size of the position that the Fund may obtain in a particular security. It is further agreed that, on occasions when the Sub-Adviser deems the purchase or sale of a security to be in the best interests of the Fund as well as other accounts, it may, to the extent permitted by applicable law, but will not be obligated to, aggregate the securities to be so sold or purchased for the Fund with those to be sold or purchased for other accounts in order to obtain favorable execution and lower brokerage commissions. In addition, Manager understands, and has advised Fund's the Trust’s Board of Trustees, that the persons employed by Sub-Adviser to assist in Sub-Adviser's ’s duties under this Agreement will not devote their full such efforts and service to the Fund. It is also agreed that the Sub-Adviser may use any supplemental research obtained for the benefit of the Fund in providing investment advice to its other investment advisory accounts or for managing its own accounts.

Services to Others. Manager understands, and has advised Fund's Board of Trusteesthe Board, that Sub-Adviser now acts, or may in the future act, as an investment adviser to fiduciary and other managed accounts, and as investment adviser or sub-investment adviser to one or more other investment companies that are not a series of the FundTrust, provided that whenever the a Fund and one or more other investment advisory clients of Sub-Adviser have available funds for investment, investments suitable and appropriate for each will be allocated in a manner believed by Sub-Adviser to be equitable to each. Manager recognizes, and has advised Fund's Board of Trusteesthe Board, that in some cases this procedure may adversely affect the size of the position that the a Fund may obtain in a particular security. It is further agreed that, on occasions when the Sub-Adviser deems the purchase or sale of a security to be in the best interests of the a Fund as well as other accounts, it may, to the extent permitted by applicable law, but will not be obligated to, aggregate the securities to be so sold or purchased for the a Fund with those to be sold or purchased for other accounts in order to obtain favorable execution and lower brokerage commissions. In addition, Manager understands, and has advised Fund's Board of Trusteesthe Board, that the persons employed by Sub-Adviser to assist in Sub-Adviser's ’s duties under this Agreement will not devote their full such efforts and service to the a Fund. It is also agreed that the Sub-Adviser may use any supplemental research obtained for the benefit of the a Fund in providing investment advice to its other investment advisory accounts or for managing its own accounts.

Services to Others. Manager The Adviser understands, and has advised the Fund's ’s Board of Trustees, that the Sub-Adviser now acts, or and may in the future act, as an investment adviser to fiduciary and other managed accounts, and as investment adviser or sub-investment adviser to one or more other investment companies that are not a series of the Fundportfolios, including investment companies, provided that whenever the Fund and one or more other investment advisory clients of the Sub-Adviser have available funds for investment, investments suitable and appropriate for each will be allocated in a manner believed by the Sub-Adviser to be equitable to each. Manager The Adviser recognizes, and has advised the Fund's ’s Board of TrusteesTrustees , that in some cases this procedure may adversely affect the size of the position that the Fund may obtain in a particular security. It is further agreed that, on occasions when the Sub-Adviser deems the purchase or sale of a security to be in the best interests of the Fund as well as other accounts, it may, to the extent permitted by applicable law, but will not be obligated to, aggregate the securities to be so sold or purchased for the Fund with those to be sold or purchased for other accounts in order to obtain favorable execution and lower brokerage commissions. In addition, Manager the Adviser understands, and has advised the Fund's ’s Board of TrusteesTrustees , that the persons employed by the Sub-Adviser to assist in the Sub-Adviser's ’s duties under this Agreement will not devote their full such efforts and service to the Fund. It is also agreed that the Sub-Adviser may use any supplemental research obtained for the benefit of the Fund in providing investment advice to its other investment advisory accounts or for managing its own accounts. The Sub-Adviser shall be subject to a written code of ethics adopted by it pursuant to Rule 17j-1 of the 1940 Act, and shall not be subject to any other code of ethics, including the Adviser’s code of ethics, unless specifically adopted by the Sub-Adviser.

Services to Others. Manager understands, and has advised Fund's Board of Trusteesthe Trust’s Board, that Sub-Adviser now acts, or may in the future act, as an investment adviser to fiduciary and other managed accounts, and as investment adviser or sub-investment adviser to one or more other investment companies that are not a series of the FundTrust, provided that whenever the Fund and one or more other investment advisory clients of Sub-Adviser have available funds for investment, investments suitable and appropriate for each will be allocated in a manner believed by Sub-Adviser to be equitable to each. Manager recognizes, and has advised Fund's Board of Trusteesthe Trust’s Board, that in some cases this procedure may adversely affect the size of the position that the Fund may obtain in a particular security. It is further agreed that, on occasions when the Sub-Adviser deems the purchase or sale of a security to be in the best interests of the Fund as well as other accounts, it may, to the extent permitted by applicable law, but will not be obligated to, aggregate the securities to be so sold or purchased for the Fund with those to be sold or purchased for other accounts in order to obtain favorable execution and lower brokerage commissions. In addition, Manager understands, and has advised Fund's Board of Trusteesthe Trust’s Board, that the persons employed by Sub-Adviser to assist in Sub-Adviser's ’s duties under this Agreement will not devote their full such efforts and service to the Fund. It is also agreed that the Sub-Adviser may use any supplemental research obtained for the benefit of the Fund in providing investment advice to its other investment advisory accounts or for managing its own accounts.

Services to Others. Manager understands, and has advised Fund's the Trust’s Board of Trustees, that Sub-Adviser now acts, or may in the future act, as an investment adviser to fiduciary and other managed accounts, and as investment adviser or sub-investment adviser to one or more other investment companies that are not a series of the FundTrust, provided that whenever the a Fund and one or more other investment advisory clients of Sub-Adviser have available funds for investment, investments suitable and appropriate for each will be allocated in a manner believed by Sub-Adviser to be equitable to each. Manager recognizes, and has advised Fund's the Trust’s Board of Trustees, that in some cases this procedure may adversely affect the size of the position that the a Fund may obtain in a particular security. It is further agreed that, on occasions when the Sub-Adviser deems the purchase or sale of a security to be in the best interests of the a Fund as well as other accounts, it may, to the extent permitted by applicable law, but will not be obligated to, aggregate the securities to be so sold or purchased for the Fund with those to be sold or purchased for other accounts in order to obtain favorable execution and lower brokerage commissions. In addition, Manager understands, and has advised Fund's the Trust’s Board of Trustees, that the persons employed by Sub-Adviser to assist in Sub-Adviser's ’s duties under this Agreement will not devote their full such efforts and service to the FundFunds. It is also agreed that the Sub-Adviser may use any supplemental research obtained for the benefit of the Fund Funds in providing investment advice to its other investment advisory accounts or for managing its own accounts.

Services to Others. Manager understands, and has advised Fund's Funds Board of Trustees, that Sub-Adviser now acts, or may in the future act, as an investment adviser to fiduciary and other managed accounts, and as investment adviser or sub-sub- investment adviser to one or more other investment companies that are not a series of the Fund, provided that whenever the Fund and one or more other investment advisory clients of Sub-Adviser have available funds for investment, investments suitable and appropriate for each will be allocated in a manner believed by Sub-Adviser to be equitable to each. Manager recognizes, and has advised Fund's Funds Board of Trustees, that in some cases this procedure may adversely affect the size of the position that the Fund may obtain in a particular security. It is further agreed that, on occasions when the Sub-Adviser deems the purchase or sale of a security to be in the best interests of the Fund as well as other accounts, it may, to the extent permitted by applicable law, but will not be obligated to, aggregate the securities to be so sold or purchased for the Fund with those to be sold or purchased for other accounts in order to obtain favorable execution and lower brokerage commissions. In addition, Manager understands, and has advised Fund's Funds Board of Trustees, that the persons employed by Sub-Adviser to assist in Sub-Adviser's Advisers duties under this Agreement will not devote their full such efforts and service to the Fund. It is also agreed that the Sub-Adviser may use any supplemental research obtained for the benefit of the Fund in providing investment advice to its other investment advisory accounts or for managing its own accounts.

Services to Others. Manager understands, and has advised FundTrust's Board of Trustees, that Sub-Adviser now acts, or may in the future act, as an investment adviser to fiduciary and other managed accounts, and as investment adviser or sub-investment adviser to one or more other investment companies company that are is not a series of the FundTrust, provided that whenever the Fund and one or more other investment advisory clients of Sub-Adviser have available funds for investment, investments suitable and appropriate for each will be allocated in a manner believed by Sub-Adviser to be equitable to each. Manager recognizes, and has advised FundTrust's Board of Trustees, that in some cases this procedure may adversely affect the size of the position that the Fund may obtain in a particular security. It is further agreed that, on occasions when the Sub-Sub- Adviser deems the purchase or sale of a security to be in the best interests of the Fund as well as other accounts, it may, to the extent permitted by applicable law, but will not be obligated to, aggregate the securities to be so sold or purchased for the Fund with those to be sold or purchased for other accounts in order to obtain favorable execution and lower brokerage commissions. In addition, Manager understands, and has advised FundTrust's Board of Trustees, that the persons employed by Sub-Adviser to assist in Sub-Adviser's duties under this Agreement will not devote their full such efforts and service to the FundTrust. It is also agreed that the Sub-Sub- Adviser may use any supplemental research obtained for the benefit of the Fund Trust in providing investment advice to its other investment advisory accounts or for managing its own accounts.

Services to Others. Manager Adviser understands, and has advised Fundthe Trust's Board of Trustees, that Sub-Adviser now acts, or may in the future act, as an investment adviser to fiduciary and other managed accounts, and as investment adviser or sub-investment adviser to one or more other investment companies that are not a series of the Fundor accounts. Adviser has no objection to Sub-Adviser acting in such capacities, provided that whenever the Fund and one or more other investment advisory -------------------------------------------------------------------------------- PAGE 6 OF 10 clients of Sub-Adviser have available funds for investment, investments suitable and appropriate for each will be allocated in a manner believed by Sub-Adviser to be equitable to each. Manager Sub-Adviser may group orders for a Fund with orders for other funds and accounts to obtain the efficiencies that may be available on larger transactions when it determines that investment decisions are appropriate for each participating account. Sub-Adviser cannot assure that such policy will not adversely affect the price paid or received by a Fund. Adviser recognizes, and has advised FundTrust's Board of Trustees, that in some cases this procedure may adversely affect the size and the opportunities of the position that the participating Fund may obtain in a particular security. It is further agreed that, on occasions when the Sub-Adviser deems the purchase or sale of a security to be in the best interests of the Fund as well as other accounts, it may, to the extent permitted by applicable law, but will not be obligated to, aggregate the securities to be so sold or purchased for the Fund with those to be sold or purchased for other accounts in order to obtain favorable execution and lower brokerage commissions. In addition, Manager Adviser understands, and has advised Fundthe Trust's Board of Trustees, that the persons employed by Sub-Adviser to assist in Sub-Adviser's duties under this Agreement will not devote their full time to such efforts service and service nothing contained in this Agreement will be deemed to limit or restrict the Fund. It is also agreed that the right of Sub-Adviser may use or any supplemental research obtained for the benefit of the Fund its affiliates to engage in providing investment advice and devote time and attention to its other investment advisory accounts businesses or for managing its own accountsto render services of whatever kind or nature.

Services to Others. Manager understands, and has advised Fund's Board of ------------------ Trustees, that Sub-Adviser now acts, or may in the future act, as an investment adviser to fiduciary and other managed accounts, and as investment adviser or sub-investment adviser to one or more other investment companies that are not a series of the Fundportfolios including investment companies, provided that whenever the Fund and one or more other investment advisory clients of Sub-Adviser have available funds for investment, investments suitable and appropriate for each will be allocated in a manner believed by Sub-Adviser to be equitable to each. Manager recognizes, and has advised Fund's Board of Trustees, that in some cases this procedure may adversely affect the size of the position that the Fund may obtain in a particular security. It is further agreed that, on occasions when the Sub-Adviser deems the purchase or sale of a security to be in the best interests of the Fund as well as other accounts, it may, to the extent permitted by applicable law, but will not be obligated to, aggregate the securities to be so sold or purchased for the Fund with those to be sold or purchased for other accounts in order to obtain favorable execution and lower brokerage commissions. In addition, Manager understands, and has advised Fund's Board of Trustees, that the persons employed by Sub-Adviser to assist in Sub-Adviser's duties under this Agreement will not devote their full such efforts and service to the Fund. It is also agreed that the Sub-Adviser may use any supplemental research obtained for the benefit of the Fund in providing investment advice to its other investment advisory accounts or for managing its own accounts.

Services to Others. Manager understands, and has advised Fund's the Trust’s Board of Trustees, that Sub-Adviser now acts, or may in the future act, as an investment adviser to fiduciary and other managed accounts, and as investment adviser or sub-investment adviser to one or more other investment companies company that are is not a series of the FundTrust, provided that whenever the Fund and one or more other investment advisory clients of Sub-Adviser have available funds for investment, investments suitable and appropriate for each will be allocated in a manner believed by Sub-Adviser to be equitable to each. Manager recognizes, and has advised Fund's Trust’s Board of Trustees, that in some cases this procedure may adversely affect the size of the position that the Fund may obtain in a particular security. It is further agreed that, on occasions when the Sub-Adviser deems the purchase or sale of a security to be in the best interests of the Fund as well as other accounts, it may, to the extent permitted by applicable law, but will not be obligated to, aggregate the securities to be so sold or purchased for the Fund with those to be sold or purchased for other accounts in order to obtain favorable execution and lower brokerage commissions. In addition, Manager understands, and has advised Fund's Trust’s Board of Trustees, that the persons employed by Sub-Adviser to assist in Sub-Adviser's ’s duties under this Agreement will not devote their full such efforts and service to the FundTrust. It is also agreed that the Sub-Adviser may use any supplemental research obtained for the benefit of the Fund Trust in providing investment advice to its other investment advisory accounts or for managing its own accounts.

Services to Others. Manager understands, and has advised Fund's ’s Board of Trustees, that Sub-Adviser now acts, or may in the future act, as an investment adviser to fiduciary and other managed accounts, and as investment adviser or sub-investment adviser to one or more other investment companies company that are is not a series of the Fund, provided that whenever the Fund and one or more other investment advisory clients of Sub-Adviser have available funds for investment, investments suitable and appropriate for each will be allocated in a manner believed by Sub-Adviser to be equitable to each. Manager recognizes, and has advised Fund's ’s Board of Trustees, that in some cases this procedure may adversely affect the size of the position that the Fund may obtain in a particular security. It is further agreed that, on occasions when the Sub-Adviser deems the purchase or sale of a security to be in the best interests of the Fund as well as other accounts, it may, to the extent permitted by applicable law, but will not be obligated to, aggregate the securities to be so sold or purchased for the Fund with those to be sold or purchased for other accounts in order to obtain favorable execution and lower brokerage commissions. In addition, Manager understands, and has advised Fund's ’s Board of Trustees, that the persons employed by Sub-Adviser to assist in Sub-Adviser's ’s duties under this Agreement will not devote their full such efforts and service to the Fund. It is also agreed that the Sub-Sub- Adviser may use any supplemental research obtained for the benefit of the Fund in providing investment advice to its other investment advisory accounts or for managing its own accounts.

Services to Others. Manager The Adviser understands, and has advised Fund's the Trust’s Board of Trustees, that the Sub-Adviser now acts, or and may in the future act, as an investment adviser and fiduciary to fiduciary and other managed accounts, and as investment adviser or adviser, sub-investment adviser adviser, and/or administrator to one or more other investment companies that are not a series of companies. The Adviser has no objection to the FundSub- Adviser’s acting in such capacities, provided that the Sub-Adviser furnishes adequate disclosure of such possible conflicts of interest and implements procedures designed to mitigate or eliminate such conflicts. For example, whenever the a Fund and one or more other investment advisory clients of companies advised by the Sub-Adviser have available funds for investment, investments suitable and appropriate for each will be allocated in accordance with a manner formula believed by the Sub-Adviser to be equitable to eacheach company. Manager The Adviser recognizes, and has advised Fund's the Trust’s Board of Trustees, that in some cases this procedure the Sub-Adviser’s procedures may adversely affect the size of the position that the each Fund may obtain in a particular security. It is further agreed that, on occasions when the Sub-Adviser deems the purchase or sale of a security to be in the best interests of the Fund as well as other accounts, it may, to the extent permitted by applicable law, but will not be obligated to, aggregate the securities to be so sold or purchased for the Fund with those to be sold or purchased for other accounts in order to obtain favorable execution and lower brokerage commissions. In addition, Manager the Adviser understands, and has advised Fund's the Trust’s Board of Trustees, that the persons employed by the Sub-Adviser to assist in the Sub-Adviser's ’s duties under this Sub-Advisory Agreement will not devote their full time to such efforts service and service nothing contained in this Sub-Advisory Agreement will be deemed to limit or restrict the Fund. It is also agreed that right of the Sub-Adviser may use or any supplemental research obtained for the benefit of the Fund its affiliates to engage in providing investment advice and devote time and attention to its other investment advisory accounts businesses or for managing its own accountsto render services of whatever kind or nature.

Services to Others. Manager Adviser understands, and has advised Fundthe Trust's Board of Trustees, that Sub-Adviser now acts, or may in the future act, as an investment adviser to fiduciary -------------------------------------------------------------------------------- and other managed accounts, and as investment adviser or sub-investment adviser to one or more other investment companies that are not a series of the Fundor accounts. Adviser has no objection to Sub-Adviser acting in such capacities, provided that whenever the Fund and one or more other investment advisory clients of Sub-Adviser have available funds for investment, investments suitable and appropriate for each will be allocated in a manner believed by Sub-Adviser to be equitable to each. Manager Sub-Adviser may, but shall be under no obligation to, group orders for a Fund with orders for other funds and accounts to obtain the efficiencies that may be available on larger transactions when it determines that investment decisions are appropriate for each participating account. Sub-Adviser cannot assure that such policy will not adversely affect the price paid or received by a Fund. Adviser recognizes, and has advised FundTrust's Board of Trustees, that in some cases this procedure may adversely affect the size and the opportunities of the position that the participating Fund may obtain in a particular security. It is further agreed that, on occasions when the Sub-Adviser deems the purchase or sale of a security to be in the best interests of the Fund as well as other accounts, it may, to the extent permitted by applicable law, but will not be obligated to, aggregate the securities to be so sold or purchased for the Fund with those to be sold or purchased for other accounts in order to obtain favorable execution and lower brokerage commissions. In addition, Manager Adviser understands, and has advised Fundthe Trust's Board of Trustees, that the persons employed by Sub-Adviser to assist in Sub-Adviser's duties under this Agreement will not devote their full time to such efforts service and service nothing contained in this Agreement will be deemed to limit or restrict the Fund. It is also agreed that the right of Sub-Adviser may use or any supplemental research obtained for the benefit of the Fund its affiliates to engage in providing investment advice and devote time and attention to its other investment advisory accounts businesses or for managing its own accountsto render services of whatever kind or nature.

Services to Others. Manager understands, and has advised Fund's the Trust’s Board of Trustees, that Sub-Adviser now acts, or may in the future act, as an investment adviser to fiduciary and other managed accounts, and as investment adviser or sub-investment adviser to one or more other investment companies that are not a series of the FundTrust, provided that whenever the Fund Funds and one or more other investment advisory clients of Sub-Adviser have available funds for investment, investments suitable and appropriate for each will be allocated in a manner believed by Sub-Adviser to be equitable to each. Manager recognizes, and has advised Fund's the Trust’s Board of Trustees, that in some cases this procedure may adversely affect the size of the position that the Fund Funds may obtain in a particular security. It is further agreed that, on occasions when the Sub-Adviser deems the purchase or sale of a security to be in the best interests of the Fund Funds as well as other accounts, it may, to the extent permitted by applicable law, but will not be obligated to, aggregate the securities to be so sold or purchased for the Fund Funds with those to be sold or purchased for other accounts in order to obtain favorable execution and lower brokerage commissions. In addition, Manager understands, and has advised Fund's the Trust’s Board of Trustees, that the persons employed by Sub-Adviser to assist in Sub-Adviser's ’s duties under this Agreement will not devote their full such efforts and service to the FundTrust. It is also agreed that the Sub-Adviser may use any supplemental research obtained for the benefit of the Fund Trust in providing investment advice to its other investment advisory accounts or for managing its own accounts.

Services to Others. Manager understands, and has advised Fund's Board of Trusteesthe Trust’s Board, that Sub-Adviser now acts, or may in the future act, as an investment adviser to fiduciary and other managed accounts, and as investment adviser or sub-investment adviser to one or more other investment companies that are not a series of the FundTrust, provided that whenever the each Fund and one or more other investment advisory clients of Sub-Adviser have available funds for investment, investments suitable and appropriate for each will be allocated in a manner believed by Sub-Adviser to be equitable to each. Manager recognizes, and has advised Fund's Board of Trusteesthe Trust’s Board, that in some cases this procedure may adversely affect the size of the position that the each Fund may obtain in a particular security. It is further agreed that, on occasions when the Sub-Adviser deems the purchase or sale of a security to be in the best interests of the each Fund as well as other accounts, it may, to the extent permitted by applicable law, but will not be obligated to, aggregate the securities to be so sold or purchased for the each Fund with those to be sold or purchased for other accounts in order to obtain favorable execution and lower brokerage commissions. In addition, Manager understands, and has advised Fund's Board of Trusteesthe Trust’s Board, that the persons employed by Sub-Adviser to assist in Sub-Adviser's ’s duties under this Agreement will not devote their full such efforts and service to the each Fund. It is also agreed that the Sub-Adviser may use any supplemental research obtained for the benefit of the Fund Funds in providing investment advice to its other investment advisory accounts or for managing its own accounts.

Services to Others. Manager understands, and has advised Fund's Board of Trustees, that Sub-Adviser now acts, or may in the future act, as an investment adviser to fiduciary and other managed accounts, and as investment adviser or sub-investment adviser to one or more other investment companies that are not a series of the Fundcompanies, provided that whenever the Fund Portfolio and one or more other investment advisory clients of Sub-Adviser have available funds for investment, investments suitable and appropriate for each will be allocated in a manner believed by Sub-Sub- Adviser to be equitable to each. Manager recognizes, and has advised Fund's Board of Trustees, that in some cases this procedure may adversely affect the size of the position that the Fund Portfolio may obtain in a particular security. It is further agreed that, on occasions when the Sub-Adviser deems the purchase or sale of a security to be in the best interests of the Fund Portfolio as well as other accounts, it may, to the extent permitted by applicable law, but will not be obligated to, aggregate the securities to be so sold or purchased for the Fund Portfolio with those to be sold or purchased for other accounts in order to obtain favorable execution and lower brokerage commissions. In addition, Manager understands, and has advised Fund's Board of Trustees, that the persons employed by Sub-Adviser to assist in Sub-Adviser's duties under this Agreement will not devote their full such efforts service and service nothing contained in this Agreement will be deemed to limit or restrict the Fundright of Sub-Adviser or any of its affiliates to engage in and devote time and attention to other businesses or to render services of whatever kind or nature. It is also agreed that the Sub-Adviser may use any supplemental research obtained for the benefit of the Fund in providing investment advice to its other investment advisory accounts or for managing its own accounts.. 3 4

Services to Others. Manager understands, and has advised Fund's the Trust’s Board of Trustees, that Sub-Adviser now acts, or may in the future act, as an investment adviser to fiduciary and other managed accounts, and as investment adviser or sub-investment adviser to one or more other investment companies that are not a series of the FundTrust, provided that whenever the Fund and one or more other investment advisory clients of Sub-Adviser have available funds for investment, investments suitable and appropriate for each will be allocated in a manner believed by Sub-Adviser to be equitable to each. Manager recognizes, and has advised Fund's the Trust’s Board of Trustees, that in some cases this procedure may adversely affect the size of the position that the Fund may obtain in a particular security. It is further agreed that, on occasions when the Sub-Adviser deems the purchase or sale of a security to be in the best interests of the Fund as well as other accounts, it may, to the extent permitted by applicable law, but will not be obligated to, aggregate the securities to be so sold or purchased for the Fund with those to be sold or purchased for other accounts in order to obtain favorable execution and lower brokerage commissions. In addition, Manager understands, and has advised Fund's the Trust’s Board of Trustees, that the persons employed by Sub-Adviser to assist in Sub-Adviser's ’s duties under this Agreement will not devote their full such efforts and service to the FundTrust. It is also agreed that the Sub-Adviser may use any supplemental research obtained for the benefit of the Fund Trust in providing investment advice to its other investment advisory accounts or for managing its own accounts.

Services to Others. Manager understands, and has advised FundTrust's Board of Trustees, that Sub-Adviser now acts, or may in the future act, as an investment adviser to fiduciary and other managed accounts, and as investment adviser or sub-investment adviser to one or more other investment companies company that are is not a series of the FundTrust, provided that whenever the Fund and one or more other investment advisory clients of Sub-Adviser have available funds for investment, investments suitable and appropriate for each will be allocated in a manner believed by Sub-Adviser to be equitable to each. Manager recognizes, and has advised FundTrust's Board of Trustees, that in some cases this procedure may adversely affect the size of the position that the Fund may obtain in a particular security. It is further agreed that, on occasions when the Sub-Sub- Adviser deems the purchase or sale of a security to be in the best interests of the Fund as well as other accounts, it may, to the extent permitted by applicable law, but will not be obligated to, aggregate the securities to be so sold or purchased for the Fund with those to be sold or purchased for other accounts in order to obtain favorable execution and lower brokerage commissions. In addition, Manager understands, and has advised FundTrust's Board of Trustees, that the persons employed by Sub-Adviser to assist in Sub-Adviser's duties under this Agreement will not devote their full such efforts and service to the FundTrust. It is also agreed that the Sub-Adviser may use any supplemental research obtained for the benefit of the Fund Trust in providing investment advice to its other investment advisory accounts or for managing its own accounts.

Services to Others. Manager understands, and has advised Fund's Board of Trustees, that Sub-Adviser now acts, or may in the future act, as an investment adviser to fiduciary and other managed accounts, and as investment adviser or sub-investment adviser to one or more other investment companies companies, provided that are not a series the Sub-Adviser conforms to the provisions of the FundJoint Business Initiative Agreement, and further provided that whenever the Fund and one or more other investment advisory clients of Sub-Adviser have available funds for investment, investments suitable and appropriate for each will be allocated in a manner believed by Sub-Adviser to be equitable to each. Manager recognizes, and has advised Fund's Board of Trustees, that in some cases this procedure may adversely affect the size of the position that the Fund a Portfolio may obtain in a particular security. It is further agreed that, on occasions when the Sub-Adviser deems the purchase or sale of a security to be in the best interests of the Fund as well as other accounts, it may, to the extent permitted by applicable law, but will not be obligated to, aggregate the securities to be so sold or purchased for the Fund with those to be sold or purchased for other accounts in order to obtain favorable execution and lower brokerage commissions. In addition, Manager understands, and has advised Fund's Board of Trustees, that the persons employed by Sub-Adviser to assist in Sub-Adviser's duties under this Agreement will not devote their full time to such efforts service and service nothing contained in this Agreement will be deemed to limit or restrict the Fund. It is also agreed that the right of Sub-Adviser may use or any supplemental research obtained for the benefit of the Fund its affiliates to engage in providing investment advice and devote time and attention to its other investment advisory accounts businesses or for managing its own accounts.to render services of whatever kind or

Services to Others. Manager Citizens understands, and has advised Fundthe Trust's Board of Trustees, that the Sub-Adviser now acts, or and may in the future act, as an investment adviser to fiduciary and other managed accounts, and as investment adviser or adviser, sub-investment adviser adviser, and/or administrator to one or more other investment companies that are not a series of companies. Citizens has no objection to the FundSub-Adviser's acting in such capacities, provided that whenever the Fund and one or more other investment advisory clients of companies advised by the Sub-Adviser have available funds for investment, investments suitable and appropriate for each will be allocated in accordance with a manner formula believed by the Sub-Adviser to be equitable to eacheach company. Manager Citizens recognizes, and has advised Fundthe Trust's Board of Trustees, that in some cases this procedure may adversely affect the size of the position that the Fund may obtain in a particular security. It is further agreed that, on occasions when the Sub-Adviser deems the purchase or sale of a security to be in the best interests of the Fund as well as other accounts, it may, to the extent permitted by applicable law, but will not be obligated to, aggregate the securities to be so sold or purchased for the Fund with those to be sold or purchased for other accounts in order to obtain favorable execution and lower brokerage commissions. In addition, Manager Citizens understands, and has advised Fundthe Trust's Board of Trustees, that the persons employed by the Sub-Adviser to assist in Sub-the Sub-- Adviser's duties under this Agreement will not devote their full time to such efforts service and service nothing contained in this Agreement will be deemed to limit or restrict the Fund. It is also agreed that right of the Sub-Adviser may use or any supplemental research obtained for the benefit of the Fund its affiliates to engage in providing investment advice and devote time and attention to its other investment advisory accounts businesses or for managing its own accountsto render services of whatever kind or nature.

Services to Others. Manager understands, and has advised Fund's ’s Board of Trustees, that Sub-Adviser now acts, or may in the future act, as an investment adviser to fiduciary and other managed accounts, and as investment adviser or sub-investment adviser to one or more other investment companies that are not a series of the Fundcompanies, provided that whenever the Fund Portfolio and one or more other investment advisory clients of Sub-Adviser have available funds for investment, investments suitable and appropriate for each will be allocated in a manner believed by Sub-Sub- Adviser to be equitable to each. Manager recognizes, and has advised Fund's ’s Board of Trustees, that in some cases this procedure may adversely affect the size of the position that the Fund Portfolio may obtain in a particular security. It is further agreed that, on occasions when the Sub-Adviser deems the purchase or sale of a security to be in the best interests of the Fund Portfolio as well as other accounts, it may, to the extent permitted by applicable law, but will not be obligated to, aggregate the securities to be so sold or purchased for the Fund Portfolio with those to be sold or purchased for other accounts in order to obtain favorable execution and lower brokerage commissions. In addition, Manager understands, and has advised Fund's ’s Board of Trustees, that the persons employed by Sub-Adviser to assist in Sub-Adviser's ’s duties under this Agreement will not devote their full attention to such efforts service and service nothing contained in this Agreement will be deemed to limit or restrict the Fundright of Sub-Adviser or any of its affiliates to engage in and devote time and attention to other businesses or to render services of whatever kind or nature. It is also agreed that the Sub-Adviser may use any supplemental research obtained for the benefit of the Fund in providing investment advice to its other investment advisory accounts or for managing its own accounts.

Services to Others. Manager understands, and has advised Fund's Trust’s Board of Trustees, that Sub-Adviser now acts, or may in the future act, as an investment adviser to fiduciary and other managed accounts, and as investment adviser or sub-investment adviser to one or more other investment companies that are not a series of the Fundcompanies, provided that whenever the a Fund and one or more other investment advisory clients of Sub-Adviser have available funds for investment, investments suitable and appropriate for each will be allocated in a manner believed by Sub-Adviser to be equitable to each. Manager recognizes, and has advised Fund's Trust’s Board of Trustees, that in some cases this procedure may adversely affect the size of the position that the Fund may obtain in a particular security. It is further agreed that, on occasions when the Sub-Adviser deems the purchase or sale of a security to be in the best interests of the a Fund as well as other accounts, it may, to the extent permitted by applicable law, but will not be obligated to, aggregate the securities to be so sold or purchased for the Fund with those to be sold or purchased for other accounts in order to obtain favorable execution and lower brokerage commissions. In addition, Manager understands, and has advised Fund's Trust’s Board of Trustees, that the persons employed by Sub-Adviser to assist in Sub-Adviser's ’s duties under this Agreement will not devote their full time to such efforts service and service nothing contained in this Agreement will be deemed to limit or restrict the Fundright of Sub-Adviser or any of its affiliates to engage in and devote time and attention to other businesses or to render services of whatever kind or nature. It is also agreed that the Sub-Adviser may use any supplemental research obtained for the benefit of the Fund in providing investment advice to its other investment advisory accounts or for managing its own accounts.

Services to Others. Manager understands, and has advised Fund's ’s Board of Trustees, that Sub-Adviser now acts, or may in the future act, as an investment adviser to fiduciary and other managed accounts, and as investment adviser or sub-investment adviser to one or more other investment companies that are not a series of the Fund, provided that whenever the Fund and one or more other investment advisory clients of Sub-Adviser have available funds for investment, investments suitable and appropriate for each will be allocated in a manner believed by Sub-Adviser to be equitable to each. Manager recognizes, and has advised Fund's ’s Board of Trustees, that in some cases this procedure may adversely affect the size of the position that the Fund may obtain in a particular security. It is further agreed that, on occasions when the Sub-Adviser deems the purchase or sale of a security to be in the best interests of the Fund as well as other accounts, it may, to the extent permitted by applicable law, but will not be obligated to, aggregate the securities to be so sold or purchased for the Fund with those to be sold or purchased for other accounts in order to obtain favorable execution and lower brokerage commissions. In addition, Manager understands, and has advised Fund's ’s Board of Trustees, that the persons employed by Sub-Adviser to assist in Sub-Adviser's ’s duties under this Agreement will not devote their full such efforts and service to the Fund. It is also agreed that the Sub-Sub- Adviser may use any supplemental research obtained for the benefit of the Fund in providing investment advice to its other investment advisory accounts or for managing its own accounts.

Services to Others. Manager The Adviser understands, and has advised Fundthe Trust's Board of Trustees, that the Sub-Adviser now acts, or and may in the future act, as an investment adviser to fiduciary and other managed accounts, and as investment adviser or adviser, sub-investment adviser adviser, and/or administrator to one or more other investment companies that are not a series of companies. The Adviser has no objection to the FundSub-Adviser's acting in such capacities, provided that whenever the Fund and one or more other investment advisory clients of companies advised by the Sub-Adviser have available funds for investment, investments suitable and appropriate for each will be allocated in accordance with a manner formula believed by the Sub-Adviser to be equitable to eacheach company. Manager The Adviser recognizes, and has advised Fundthe Trust's Board of Trustees, that in some cases this procedure may adversely affect the size of the position that the a Fund may obtain in a particular security. It is further agreed that, on occasions when the Sub-Adviser deems the purchase or sale of a security to be in the best interests of the Fund as well as other accounts, it may, to the extent permitted by applicable law, but will not be obligated to, aggregate the securities to be so sold or purchased for the Fund with those to be sold or purchased for other accounts in order to obtain favorable execution and lower brokerage commissions. In addition, Manager the Adviser understands, and has advised Fundthe Trust's Board of Trustees, that the persons employed by the Sub-Adviser to assist in the Sub-Adviser's duties under this Agreement will not devote their full time to such efforts service and service nothing contained in this Agreement will be deemed to limit or restrict the Fund. It is also agreed that right of the Sub-Adviser may use or any supplemental research obtained for the benefit of the Fund its affiliates to engage in providing investment advice and devote time and attention to other businesses or to render services of whatever kind or nature so long as its other investment advisory accounts or for managing its own accountsservices under this Agreement are not impaired thereby.

Services to Others. Manager understands, and has advised Fund's Board of Trustees, that Sub-Adviser now acts, or may in the future act, as an investment adviser to fiduciary and other managed accounts, and as investment adviser or sub-investment adviser to one or more other investment companies that are not a series of the Fundcompanies, provided that whenever the Fund Portfolio and one or more other investment advisory clients of Sub-Sub- Adviser have available funds for investment, investments suitable and appropriate for each will be allocated in a manner believed by Sub-Adviser to be equitable to each. Manager recognizes, and has advised Fund's Board of Trustees, that in some cases this procedure may adversely affect the size of the position that the Fund Portfolio may obtain in a particular security. It is further agreed that, on occasions when the Sub-Adviser deems the purchase or sale of a security to be in the best interests of the Fund Portfolio as well as other accounts, it may, to the extent permitted by applicable law, but will not be obligated to, aggregate the securities to be so sold or purchased for the Fund Portfolio with those to be sold or purchased for other accounts in order to obtain favorable execution and lower brokerage commissions. In addition, Manager understands, and has advised Fund's Board of Trustees, that the persons employed by Sub-Adviser to assist in Sub-Adviser's duties under this Agreement will not devote their full such efforts service and service nothing contained in this Agreement will be deemed to limit or restrict the Fundright of Sub-Adviser or any of its affiliates to engage in and devote time and attention to other businesses or to render services of whatever kind or nature. It is also agreed that the Sub-Adviser may use any supplemental research obtained for the benefit of the Fund in providing investment advice to its other investment advisory accounts or for managing its own accounts.

Services to Others. Manager understands, and has advised Fund's Board of Trusteesthe Board, that Sub-Adviser now acts, or may in the future act, as an investment adviser to fiduciary and other managed accounts, and as investment adviser or sub-investment adviser to one or more other investment companies that are not a series of the FundTrust, provided that whenever the Fund and one or more other investment advisory clients of Sub-Adviser have available funds for investment, investments suitable and appropriate for each will be allocated in a manner believed by Sub-Adviser to be equitable to each. Manager recognizes, and has advised Fund's Board of Trusteesthe Board, that in some cases this procedure may adversely affect the size of the position that the Fund may obtain in a particular security. It is further agreed that, on occasions when the Sub-Adviser deems the purchase or sale of a security to be in the best interests of the Fund as well as other accounts, it may, to the extent permitted by applicable law, but will not be obligated to, aggregate the securities to be so sold or purchased for the Fund with those to be sold or purchased for other accounts in order to obtain favorable execution and lower brokerage commissions. In addition, Manager understands, and has advised Fund's Board of Trusteesthe Board, that the persons employed by Sub-Adviser to assist in Sub-Adviser's ’s duties under this Agreement will not devote their full such efforts and service to the FundTrust. It is also agreed that the Sub-Adviser may use any supplemental research obtained for the benefit of the Fund Trust in providing investment advice to its other investment advisory accounts or for managing its own accounts.

Services to Others. Manager understands, and has advised Fund's Funds Board of Trustees, that Sub-Sub- Adviser now acts, or may in the future act, as an investment adviser to fiduciary and other managed accounts, and as investment adviser or sub-sub- investment adviser to one or more other investment companies that are not a series of the Fund, provided that whenever the Fund and one or more other investment advisory clients of Sub-Adviser have available funds for investment, investments suitable and appropriate for each will be allocated in a manner believed by Sub-Adviser to be equitable to each. Manager recognizes, and has advised Fund's Funds Board of Trustees, that in some cases this procedure may adversely affect the size of the position that the Fund may obtain in a particular security. It is further agreed that, on occasions when the Sub-Sub- Adviser deems the purchase or sale of a security to be in the best interests of the Fund as well as other accounts, it may, to the extent permitted by applicable law, but will not be obligated to, aggregate the securities to be so sold or purchased for the Fund with those to be sold or purchased for other accounts in order to obtain favorable execution and lower brokerage commissions. In addition, Manager understands, and has advised Fund's Funds Board of Trustees, that the persons employed by Sub-Adviser to assist in Sub-Adviser's Advisers duties under this Agreement will not devote their full such efforts and service to the Fund. It is also agreed that the Sub-Adviser may use any supplemental research obtained for the benefit of the Fund in providing investment advice to its other investment advisory accounts or for managing its own accounts.

Services to Others. Manager understands, and has advised Fund's Board ------------------ of Trustees, that Sub-Adviser now acts, or may in the future act, as an investment adviser to fiduciary and other managed accounts, and as investment adviser or sub-investment adviser to one or more other investment companies that are not a series of the Fundportfolios including investment companies, provided that whenever the Fund and one or more other investment advisory clients of Sub-Adviser have available funds for investment, investments suitable and appropriate for each will be allocated in a manner believed by Sub-Adviser to be equitable to each. Manager recognizes, and has advised Fund's Board of Trustees, that in some cases this procedure may adversely affect the size of the position that the Fund may obtain in a particular security. It is further agreed that, on occasions when the Sub-Adviser deems the purchase or sale of a security to be in the best interests of the Fund as well as other accounts, it may, to the extent permitted by applicable law, but will not be obligated to, aggregate the securities to be so sold or purchased for the Fund with those to be sold or purchased for other accounts in order to obtain favorable execution and lower brokerage commissions. In addition, Manager understands, and has advised Fund's Board of Trustees, that the persons employed by Sub-Adviser to assist in Sub-Adviser's duties under this Agreement will not devote their full such efforts and service to the Fund. It is also agreed that the Sub-Adviser may use any supplemental research obtained for the benefit of the Fund in providing investment advice to its other investment advisory accounts or for managing its own accounts.

Services to Others. Manager understands, and has advised Fund's Board of Trustees, that Sub-Adviser now acts, or may in the future act, as an investment adviser to fiduciary and other managed accounts, and as investment adviser or sub-investment adviser to one or more other investment companies that are not a series of the Fundportfolios including investment companies, provided that whenever the Fund and one or more other investment advisory clients of Sub-Adviser have available funds for investment, investments suitable and appropriate for each will be allocated in a manner believed by Sub-Sub- Adviser to be equitable to each. Manager recognizes, and has advised Fund's Board of Trustees, that in some cases this procedure may adversely affect the size of the position that the Fund may obtain in a particular security. It is further agreed that, on occasions when the Sub-Adviser deems the purchase or sale of a security to be in the best interests of the Fund as well as other accounts, it may, to the extent permitted by applicable law, but will not be obligated to, aggregate the securities to be so sold or purchased for the Fund with those to be sold or purchased for other accounts in order to obtain favorable execution and lower brokerage commissions. In addition, Manager understands, and has advised Fund's Board of Trustees, that the persons employed by Sub-Adviser to assist in Sub-Adviser's duties under this Agreement will not devote their full such efforts and service to the Fund. It is also agreed that the Sub-Adviser may use any supplemental research obtained for the benefit of the Fund in providing investment advice to its other investment advisory accounts or for managing its own accounts.

Services to Others. Manager The Adviser understands, and has advised the Fund's ’s Board of Trustees, that the Sub-Adviser now acts, or and may in the future act, as an investment adviser to fiduciary and other managed accounts, and as investment adviser or sub-investment adviser to one or more other investment companies that are not a series of the Fundportfolios, including investment companies, provided that whenever the Fund and one or more other investment advisory clients of the Sub-Adviser have available funds for investment, investments suitable and appropriate for each will be allocated in a manner believed by the Sub-Adviser to be equitable to each. Manager The Adviser recognizes, and has advised the Fund's ’s Board of Trustees, that in some cases this procedure may adversely affect the size of the position that the Fund may obtain in a particular security. It is further agreed that, on occasions when the Sub-Adviser deems the purchase or sale of a security to be in the best interests of the Fund as well as other accounts, it may, to the extent permitted by applicable law, but will not be obligated to, aggregate the securities to be so sold or purchased for the Fund with those to be sold or purchased for other accounts in order to obtain favorable execution and lower brokerage commissions. In addition, Manager the Adviser understands, and has advised the Fund's ’s Board of Trustees, that the persons employed by the Sub-Adviser to assist in the Sub-Adviser's ’s duties under this Agreement will not devote their full such efforts and service to the Fund. It is also agreed that the Sub-Adviser may use any supplemental research obtained for the benefit of the Fund in providing investment advice to its other investment advisory accounts or for managing its own accounts. The Sub-Adviser shall be subject to a written code of ethics adopted by it pursuant to Rule 17j-1 of the 1940 Act and Rule 204A-l under the Advisers Act, and shall not be subject to any other code of ethics, including the Adviser’s code of ethics, unless specifically adopted by the Sub-Adviser.

Services to Others. Manager Adviser understands, and has advised Fund's Board of Trustees, that Sub-Adviser now acts, or may in the future act, as an investment adviser to fiduciary and other managed accounts, and as investment adviser or sub-investment adviser to one or more other investment companies that are not a series of the Fundcompanies. Adviser has no objection to Sub-Adviser acting in such capacities, provided that whenever the Fund and one or more other investment advisory clients of Sub-Adviser have available funds for investment, investments suitable and appropriate for each will be allocated in a manner believed by Sub-Adviser to be equitable to each. Manager Adviser recognizes, and has advised Fund's Board of Trustees, that in some cases this procedure may adversely affect the size of the position that the Fund a Portfolio may obtain in a particular security. It is further agreed that, on occasions when the Sub-Adviser deems the purchase or sale of a security to be in the best interests of the Fund as well as other accounts, it may, to the extent permitted by applicable law, but will not be obligated to, aggregate the securities to be so sold or purchased for the Fund with those to be sold or purchased for other accounts in order to obtain favorable execution and lower brokerage commissions. In addition, Manager Adviser understands, and has advised Fund's Board of Trustees, that the persons employed by Sub-Adviser to assist in Sub-Adviser's duties under this Agreement will not devote their full time to such efforts service and service nothing contained in this Agreement will be deemed to limit or restrict the Fundright of Sub-Adviser or any of its affiliates to engage in and devote time and attention to other businesses or to render services of whatever kind or nature. It is also agreed that the Sub-Adviser may use any supplemental research obtained for the benefit of the Fund in providing investment advice to its other investment advisory accounts or for managing its own accounts.

Services to Others. Manager The Adviser understands, and has advised Fundthe Trust's Board of Trustees, that the Sub-Adviser now acts, or and may in the future act, as an investment adviser and fiduciary to fiduciary and other managed accounts, and as investment adviser or adviser, sub-investment adviser adviser, and/or administrator to one or more other investment companies that are not a series of companies. The Adviser has no objection to the FundSub-Adviser's acting in such capacities, provided that the Sub-Adviser furnishes adequate disclosure of such possible conflicts of interest and implements procedures designed to mitigate or eliminate such conflicts. For example, whenever the a Fund and one or more other investment advisory clients of companies advised by the Sub-Adviser have available funds for investment, investments suitable and appropriate for each will be allocated in accordance with a manner formula believed by the Sub-Adviser to be equitable to eacheach company. Manager The Adviser recognizes, and has advised Fundthe Trust's Board of Trustees, that in some cases this procedure the Sub-Adviser's procedures may adversely affect the size of the position that the each Fund may obtain in a particular security. It is further agreed that, on occasions when the Sub-Adviser deems the purchase or sale of a security to be in the best interests of the Fund as well as other accounts, it may, to the extent permitted by applicable law, but will not be obligated to, aggregate the securities to be so sold or purchased for the Fund with those to be sold or purchased for other accounts in order to obtain favorable execution and lower brokerage commissions. In addition, Manager the Adviser understands, and has advised Fundthe Trust's Board of Trustees, that the persons employed by the Sub-Adviser to assist in the Sub-Adviser's duties under this Agreement will not devote their full time to such efforts service and service nothing contained in this Agreement will be deemed to limit or restrict the Fund. It is also agreed that right of the Sub-Adviser may use or any supplemental research obtained for the benefit of the Fund its affiliates to engage in providing investment advice and devote time and attention to its other investment advisory accounts businesses or for managing its own accountsto render services of whatever kind or nature.

Services to Others. Manager The Adviser understands, and has advised Fundthe ------------------- Trust's Board of Trustees, that the Sub-Adviser now acts, or and may in the future act, as an investment adviser to fiduciary and other managed accounts, and as investment adviser or adviser, sub-investment adviser adviser, and/or administrator to one or more other investment companies that are not a series of companies. The Adviser has no objection to the FundSub-Adviser's acting in such capacities, provided that the Sub-Adviser furnishes adequate disclosure of such possible conflicts of interest and implements procedures designed to mitigate or eliminate such conflicts. For example, whenever the Fund and one or more other investment advisory clients of companies advised by the Sub-Adviser have available funds for investment, investments suitable and appropriate for each will be allocated in accordance with a manner formula believed by the Sub-Adviser to be equitable to eacheach company. Manager The Adviser recognizes, and has advised Fundthe Trust's Board of Trustees, that in some cases this procedure the Sub-Adviser's procedures may adversely affect the size of the position that the Fund may obtain in a particular security. It is further agreed that, on occasions when the Sub-Adviser deems the purchase or sale of a security to be in the best interests of the Fund as well as other accounts, it may, to the extent permitted by applicable law, but will not be obligated to, aggregate the securities to be so sold or purchased for the Fund with those to be sold or purchased for other accounts in order to obtain favorable execution and lower brokerage commissions. In addition, Manager the Adviser understands, and has advised Fundthe Trust's Board of Trustees, that the persons employed by the Sub-Adviser to assist in the Sub-Adviser's duties under this Agreement will not devote their full time to such efforts service and service nothing contained in this Agreement will be deemed to limit or restrict the Fund. It is also agreed that right of the Sub-Adviser may use or any supplemental research obtained for the benefit of the Fund its affiliates to engage in providing investment advice and devote time and attention to its other investment advisory accounts businesses or for managing its own accountsto render services of whatever kind or nature.

Services to Others. Manager understands, and has advised Fund's Board of ------------------ Trustees, that Sub-Adviser now acts, or may in the future act, as an investment adviser to fiduciary and other managed accounts, and as investment adviser or sub-investment adviser to one or more other investment companies company that are is not a series of the Fund, provided that whenever the Fund and one or more other investment advisory clients of Sub-Adviser have available funds for investment, investments suitable and appropriate for each will be allocated in a manner believed by Sub-Adviser to be equitable to each. Manager recognizes, and has advised Fund's Board of Trustees, that in some cases this procedure may adversely affect the size of the position that the Fund may obtain in a particular security. It is further agreed that, on occasions when the Sub-Adviser deems the purchase or sale of a security to be in the best interests of the Fund as well as other accounts, it may, to the extent permitted by applicable law, but will not be obligated to, aggregate the securities to be so sold or purchased for the Fund with those to be sold or purchased for other accounts in order to obtain favorable execution and lower brokerage commissions. In addition, Manager understands, and has advised Fund's Board of Trustees, that the persons employed by Sub-Adviser to assist in Sub-Adviser's duties under this Agreement will not devote their full such efforts and service to the Fund. It is also agreed that the Sub-Adviser may use any supplemental research obtained for the benefit of the Fund in providing investment advice to its other investment advisory accounts or for managing its own accounts.

Services to Others. Manager The Adviser understands, and has advised Fund------------------- the Trust's Board of Trustees, that the Sub-Adviser now acts, or and may in the future act, as an investment adviser to fiduciary and other managed accounts, and as investment adviser or adviser, sub-investment adviser adviser, and/or administrator to one or more other investment companies that are not a series of companies. The Adviser has no objection to the FundSub-Adviser's acting in such capacities, provided that whenever the Fund and one or more other investment advisory clients of companies advised by the Sub-Adviser have available funds for investment, investments suitable and appropriate for each will be allocated in accordance with a manner formula believed by the Sub-Adviser to be equitable to eacheach company. Manager The Adviser recognizes, and has advised Fundthe Trust's Board of Trustees, that in some cases this procedure may adversely affect the size of the position that the Fund may obtain in a particular security. It is further agreed that, on occasions when the Sub-Adviser deems the purchase or sale of a security to be in the best interests of the Fund as well as other accounts, it may, to the extent permitted by applicable law, but will not be obligated to, aggregate the securities to be so sold or purchased for the Fund with those to be sold or purchased for other accounts in order to obtain favorable execution and lower brokerage commissions. In addition, Manager the Adviser understands, and has advised Fundthe Trust's Board of Trustees, that the persons employed by the Sub-Adviser to assist in the Sub-Adviser's duties under this Agreement will not devote their full time to such efforts service and service nothing contained in this Agreement will be deemed to limit or restrict the Fund. It is also agreed that right of the Sub-Adviser may use or any supplemental research obtained for the benefit of the Fund its affiliates to engage in providing investment advice and devote time and attention to other businesses or to render services of whatever kind or nature so long as its other investment advisory accounts or for managing its own accountsservices under this Agreement are not impaired thereby.

Services to Others. Manager understands, and has advised Fund's Trust’s Board of Trustees, that Sub-Adviser now acts, or may in the future act, as an investment adviser to fiduciary and other managed accounts, and as investment adviser or sub-investment adviser to one or more other investment companies that are not a series of the Fundcompanies, provided that whenever the a Fund and one or more other investment advisory clients of Sub-Adviser have available funds for investment, investments suitable and appropriate for each will be allocated in a manner believed by Sub-Adviser to be equitable to each. Manager recognizes, and has advised Fund's Trust’s Board of Trustees, that in some cases this procedure may adversely affect the size of the position that the Fund may obtain in a particular security. It is further agreed that, on occasions when the Sub-Adviser deems the purchase or sale of a security to be in the best interests of the a Fund as well as other accounts, it may, to the extent permitted by applicable law, but will not be obligated to, aggregate the securities to be so sold or purchased for the Fund with those to be sold or purchased for other accounts in order to obtain favorable execution and lower brokerage commissions. In addition, Manager understands, and has advised Fund's Trust’s Board of Trustees, that the persons employed by Sub-Adviser to assist in Sub-Adviser's ’s duties under this Agreement will not devote their full time to such efforts service and service nothing contained in this Agreement will be deemed to limit or restrict the Fundright of Sub-Adviser or any of its affiliates to engage in and devote time and attention to other businesses or to render services of whatever kind or nature. It is also agreed that the Sub-Adviser may use any supplemental research obtained for the benefit of the Fund Funds in providing investment advice to its other investment advisory accounts or for managing its own accounts.

Services to Others. Manager Adviser understands, and has advised Fund's the Board of Trustees, that Sub-Adviser now acts, or may in the future act, as an investment adviser to fiduciary and other managed accounts, and as investment adviser or sub-investment adviser to one or more other investment companies that are not a series of or accounts, including other investment companies and accounts following the same investment strategy as the Fund. Adviser has no objection to Sub-Adviser acting in such capacities, provided that whenever the Fund and one or more other investment advisory clients of Sub-Adviser have available funds for investment, investments suitable and appropriate for each will be allocated in a manner believed by Sub-Adviser to be equitable to each. Manager Sub-Adviser may group orders for a Fund with orders for other funds and accounts to obtain the efficiencies that may be available on larger transactions when it determines that investment decisions are appropriate for each participating account. Sub-Adviser cannot assure that such policy will not adversely affect the price paid or received by a Fund. Adviser recognizes, and has advised Fund's the Board of Trustees, that in some cases this procedure may adversely affect the size and the opportunities of the position that the participating Fund may obtain in a particular security. It is further agreed that, on occasions when the Sub-Adviser deems the purchase or sale of a security to be in the best interests of the Fund as well as other accounts, it may, to the extent permitted by applicable law, but will not be obligated to, aggregate the securities to be so sold or purchased for the Fund with those to be sold or purchased for other accounts in order to obtain favorable execution and lower brokerage commissions. In addition, Manager Adviser understands, and has advised Fund's the Board of Trustees, that the persons employed by Sub-Adviser to assist in Sub-Adviser's ’s duties under this Agreement will not devote their full time to such efforts service and service nothing contained in this Agreement will be deemed to limit or restrict the Fund. It is also agreed that the right of Sub-Adviser may use or any supplemental research obtained for the benefit of the Fund its affiliates to engage in providing investment advice and devote time and attention to its other investment advisory accounts businesses or for managing its own accountsto render services of whatever kind or nature.

Services to Others. Manager understands, and has advised Fundeach Trust's Board of Trustees, that Sub-Adviser now acts, or may in the future act, as an investment adviser to fiduciary and other managed accounts, and as investment adviser or sub-investment adviser to one or more other investment companies company that are is not a series of the FundTrusts, provided that whenever the each Fund and one or more other investment advisory clients of Sub-Adviser have available funds for investment, investments suitable and appropriate for each will be allocated in a manner believed by Sub-Adviser to be equitable to each. Manager recognizes, and has advised Fundeach Trust's Board of Trustees, that in some cases this procedure may adversely affect the size of the position that the each Fund may obtain in a particular security. It is further agreed that, on occasions when the Sub-Adviser deems the purchase or sale of a security to be in the best interests of the each Fund as well as other accounts, it may, to the extent permitted by applicable law, but will not be obligated to, aggregate the securities to be so sold or purchased for the each Fund with those to be sold or purchased for other accounts in order to obtain favorable execution and lower brokerage commissions. In addition, Manager understands, and has advised Fundeach Trust's Board of Trustees, that the persons employed by Sub-Adviser to assist in Sub-Adviser's duties under this Agreement will not devote their full such efforts and service to the FundTrusts. It is also agreed that the Sub-Adviser may use any supplemental research obtained for the benefit of the Fund Trusts in providing investment advice to its other investment advisory accounts or for managing its own accounts.

Services to Others. Manager understands, and has advised Fund's ’s Board of Trustees, that Sub-Adviser now acts, or may in the future act, as an investment adviser to fiduciary and other managed accounts, and as investment adviser or sub-investment adviser to one or more other investment companies company that are is not a series of the Fund, provided that whenever the Fund and one or more other investment advisory clients of Sub-Adviser have available funds for investment, investments suitable and appropriate for each will be allocated in a manner believed by Sub-Adviser to be equitable to each. Manager recognizes, and has advised Fund's ’s Board of Trustees, that in some cases this procedure may adversely affect the size of the position that the Fund may obtain in a particular security. It is further agreed that, on occasions when the Sub-Adviser deems the purchase or sale of a security to be in the best interests of the Fund as well as other accounts, it may, to the extent permitted by applicable law, but will not be obligated to, aggregate the securities to be so sold or purchased for the Fund with those to be sold or purchased for other accounts in order to obtain favorable execution and lower brokerage commissions. In addition, Manager understands, and has advised Fund's ’s Board of Trustees, that the persons employed by Sub-Adviser to assist in Sub-Adviser's ’s duties under this Agreement will not devote their full such efforts and service to the Fund. It is also agreed that the Sub-Adviser may use any supplemental research obtained for the benefit of the Fund in providing investment advice to its other investment advisory accounts or for managing its own accounts.

Services to Others. Manager understands, and has advised FundTrust's Board of Trustees, that Sub-Adviser now acts, or may in the future act, as an investment adviser to fiduciary and other managed accounts, and as investment adviser or sub-investment adviser to one or more other investment companies that are not a series of the Fundcompanies, provided that whenever the a Fund and one or more other investment advisory clients of Sub-Adviser have available funds for investment, investments suitable and appropriate for each will be allocated in a manner believed by Sub-Adviser to be equitable to each. Manager recognizes, and has advised FundTrust's Board of Trustees, that in some cases this procedure may adversely affect the size of the position that the Fund may obtain in a particular security. It is further agreed that, on occasions when the Sub-Adviser deems the purchase or sale of a security to be in the best interests of the a Fund as well as other accounts, it may, to the extent permitted by applicable law, but will not be obligated to, aggregate the securities to be so sold or purchased for the Fund with those to be sold or purchased for other accounts in order to obtain favorable execution and lower brokerage commissions. In addition, Manager understands, and has advised FundTrust's Board of Trustees, that the persons employed by Sub-Adviser to assist in Sub-Adviser's duties under this Agreement will not devote their full time to such efforts service and service nothing contained in this Agreement will be deemed to limit or restrict the Fundright of Sub-Adviser or any of its affiliates to engage in and devote time and attention to other businesses or to render services of whatever kind or nature. It is also agreed that the Sub-Adviser may use any supplemental research obtained for the benefit of the Fund in providing investment advice to its other investment advisory accounts or for managing its own accounts.